EX-10.05






EXHIBIT 10.05




MARTIN MARIETTA MATERIALS, INC.

AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN





	I.
	 
	PURPOSE

	 

	 
	 
	The purpose of the Martin Marietta Materials, Inc. Executive Incentive Plan (the “Plan”) is
to enhance profits and overall performance by providing for its key management an additional
inducement for achieving and exceeding Martin Marietta Materials, Inc. (“MMM” or the
“Corporation”) performance objectives. Additionally, the Plan will allow a level of
compensation that is appropriate when compared with compensation levels of other comparable
organizations.

	 

	II.
	 
	STANDARD OF CONDUCT AND PERFORMANCE EXPECTATION







	 
	A.
	 
	It is expected that the business and individual goals and objectives
established for this Plan will be accomplished in accordance with the Corporation’s
policy on ethical conduct in business. It is a prerequisite before any award can be
considered that a participant will have acted in accordance with the Martin Marietta
Materials, Inc. Code of Ethics and Standards of Conduct and fostered an atmosphere to
encourage all employees acting under the participant’s supervision to perform their
duties in accordance with the highest ethical standards. Ethical behavior is
imperative. Thus, in achieving one’s goals, the individual’s commitment and adherence
to the Corporation’s ethical standards will be considered paramount in determining
awards under this Plan.

	 

	 
	B.
	 
	Plan participants whose individual performance is determined to be less than
acceptable are not eligible to receive incentive awards.







	III.
	 
	EFFECTIVE DATE

	 

	 
	 
	The Plan will become effective each year commencing January 1.

	 

	IV.
	 
	BASIC PROGRAM ELIGIBILITY

	 

	 
	 
	Subject to the discretion of the Chief Executive Officer of the
Corporation, an employee will be eligible to participate in the Plan
for any Plan year in which the employee is classified no later than
July 1 of that year as one of the following:





President

Vice President

General Manager




 









 







Director

Others recommended by a Corporate Officer





	 
	 
	A Corporate Officer is any elected officer of the Corporation.

	 

	V.
	 
	BASIS FOR AWARDS

	 

	 
	 
	Awards will be paid based on the actual base salary paid to each participant during each
Plan year, and will be determined based on the following criteria:






	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	Responsibility
 	 
	Target Incentive Award

	A.
	 
	Level
	 
	(% of Annual Salary)

	 
	 
	 
	 
	Chief Operating Officer
	 
	 
	80-100	%

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	Division Presidents
	 
	 
	60%-80
	%

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	Designated VPs of major functions

reporting to the Corporation’s President

or Chief Executive Officer

(Corporate Unit Head)
	 
	 
	60%-80
	%

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	Vice President/General Manager

reporting to a Division President or

Corporate Unit Head
	 
	 
	40%-50
	%

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	Designated Directors/General Managers/

Vice Presidents
	 
	 
	30%-50
	%

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	Other Directors/Managers
	 
	 
	30%-35
	%








	 
	 
	The award percentages noted above may be adjusted up or down subject to the discretion of
the Chief Executive Officer of the Corporation.







	 
	B.
	 
	Available Award

	 

	 
	 
	 
	Total incentive awards will be based on a combination of the performance of MMM, the
Operating Unit (as defined below), the Corporate Unit (as defined below) and the
individual, depending on the position occupied by the participant and other factors
described below. An “Operating Unit” is an operating unit(s) of the Corporation for
which the individual is responsible (for example, one or more segments, divisions,
regions, districts, etc.) as designated by the Chief Executive Officer. A
“Corporate Unit” is a non-operating unit(s) of the Corporation for which the
individual is responsible (for example, one or more of finance, legal, marketing,
purchasing, etc.) as designated by the Chief Executive Officer. The portion of the
total award
determined by the performance of MMM, the Operating Unit, the Corporate Unit and the
individual is outlined below.





 









 












	 
	1.
	 
	Operating Units 

	 

	 
	 
	 
	For Division Presidents, participants reporting to Division Presidents, and
participants whose work is primarily related to an Operating Unit, the award
will be based on the following:







	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Operating Unit	 
	Division	 
	MMM	 
	Individual
	 
	 
	Performance	 
	Performance	 
	Performance	 
	Performance
	Divisions
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Line Management
	 
	 
	50	%	 
	 
	—	 
	 
	 
	25	%	 
	 
	25	%
	Staff
	 
	 
	37.5	%	 
	 
	—	 
	 
	 
	25	%	 
	 
	37.5	%
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Areas, Districts &
Regions
	 
	 
	50	%	 
	 
	12.5	%	 
	 
	12.5	%	 
	 
	25	%
	Line Management
	 
	 
	37.5	%	 
	 
	12.5	%	 
	 
	12.5	%	 
	 
	37.5	%
	Staff
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 








	 
	2.
	 
	Corporate Units

	 

	 
	 
	 
	For individuals reporting to the Chief Executive Officer who are responsible
for a Corporate Unit and are not in an Operating Unit (“Corporate Unit
head”), participants reporting to a Corporate Unit head, and participants
whose work is primarily related to the Corporation, the award will be based
on the following:







	 
	•
	 
	Fifty percent (50%) of the award will be based on MMM performance,
as defined in Paragraph V.C.1 below.

	 

	 
	•
	 
	Fifty percent (50%) of the award will be based on individual
performance, as defined in Paragraph V.C.2 above.







	 
	3.
	 
	Combined Responsibilities

	 

	 
	 
	 
	For individuals who have responsibilities described in both Paragraphs V.B.1
and V.B.2 above, the award will be based on the following:







	 
	•
	 
	Sixty-five percent (65%) of the award will be based on the
performance of MMM and the Operating Unit(s) which that individual is
responsible, as defined in Paragraph V.C.1 below.

	 

	 
	•
	 
	Thirty-five percent (35%) of the award will be based on individual
performance, as defined in Paragraph V.C.2 below.





 









 












	 
	C.
	 
	Performance Criteria







	 
	1.
	 
	MMM, Operating Units and Corporate Units 

	 

	 
	 
	 
	MMM, Operating Unit and Corporate Unit performance will be measured by
profit contribution, cash flow, sales and production metrics and/or other
appropriate financial performance, return, safety and other factors
reflecting the performance of the Corporation, Operating Unit and Corporate
Unit.

	 

	 
	 
	 
	The Management Development and Compensation Committee of the Board of
Directors will determine the percentage that was achieved by MMM and the
Chief Executive Officer of the Corporation will determine the percentage
that was achieved by the Operating Units and the Corporate Units, each based
on an assessment of the factors listed above and on a subjective evaluation
of the overall contribution to the Corporation and will apply that
percentage to the portion of the total award that is available for MMM, the
Operating Unit(s) and/or the Corporate Unit(s) as outlined in Paragraph V.B.
above.

	 

	 
	2.
	 
	Individual Performance

	 

	 
	 
	 
	The portion of the total award based on individual performance, if
applicable, will be based on an assessment of the actual achievement of the
individual relative to quantitative, measurable goals established for the
Plan year, conduct in accordance with the Corporation’s Code of Ethics and
Standards of Conduct and a subjective evaluation of the relative
significance of one’s efforts in respect to its bearing on the overall
Corporation, Operating Unit(s) and/or Corporate Unit(s).

	 

	 
	 
	 
	The Chief Executive Officer will determine the percentage that was achieved
by the individual based on an assessment of the factors listed above and on
a subjective evaluation of the overall contribution of the individual, and
will apply that percentage to the portion of the total award that is
available for the individual, as outlined in Paragraph V.B. above.







	 
	D.
	 
	Discretion of the Chief Executive Officer

	 

	 
	 
	 
	Subject to approval by the Management Development and Compensation Committee of the
Board of Directors, the Chief Executive Officer of the Corporation may modify the
percentage of available award for any or all of the MMM, Operating Unit, Corporate
Unit and/or individual awards, based on an assessment of organizational and/or
individual contribution. The participant’s individual performance may impact the
percent of available MMM, Operating Unit and/or
Corporate Unit award. The performance of MMM, the Operating Unit and/or Corporate
Unit may impact the percent of available individual award.





 









 






	 
	E.
	 
	Payment of Awards

	 

	 
	 
	 
	Awards under the Plan shall be payable in a lump sum, excluding the amounts, if any,
credited on an elective or non-elective basis to stock units pursuant to the Martin
Marietta Materials, Inc. Incentive Stock Plan, as soon as practicable following the
close of the Plan year, but in no event later than March 15th of the year
following the Plan year.

	 

	 
	F.
	 
	Changes in Participation

	 

	 
	 
	 
	An employee must be a full-time employee of the Corporation on December 31 of the
Plan Year to be eligible to participate in the Plan. It is recognized that during a
Plan year, individual changes in the eligibility group may occur as participants
change jobs or terminate through death, retirement or other reasons. As these
circumstances occur, the Chief Executive Officer of the Corporation may, in his
discretion, give consideration to recommend the grant of the award under the Plan
and/or to adjust the amount of incentive award paid.

	 

	 
	 
	 
	Persons in the eligibility group hired during a Plan year may be eligible for an
award under the Plan in that year at the discretion and approval of the Chief
Executive Officer.