EX-10.11









EXHIBIT 10.11




MARTIN MARIETTA MATERIALS, INC.




OPTION AWARD AGREEMENT




     THIS
OPTION AWARD AGREEMENT, made as of _________, between Martin Marietta Materials, Inc.,
a North Carolina corporation (the “Corporation”), and «Full_Name», «Address», «City_Zip» (the “Employee”).



1. GRANT




     Pursuant to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan
(the “Plan”), the Corporation hereby grants the Employee the option to purchase «Options» shares of Martin
Marietta Materials, Inc. common stock, $0.01 par value per share (“Stock”) (the option to purchase
any one share of stock hereunder is referred to as an “Option”), subject to the terms and
conditions contained in this Award Agreement and the Plan, a copy of which is enclosed herewith and
made a part hereof with the same effect as if set forth herein. The terms “Option” and “Options”
as used in this Award Agreement refer only to the Options awarded to you under this Award
Agreement.



2. EXERCISE RIGHTS




     Subject to the Employee’s continued employment with the Corporation on the vesting date for
any installment, except as provided in Section 6 herein, the Options granted hereby shall vest and
become exercisable in installments as follows:



	 
	 
	 

	 
	 
	Number of Shares

	Exercise Date
	 
	First Exercisable (Vesting Date)

	_________

	 
	«_________»

	_________

	 
	«_________»

	_________
	 
	«_________»

	_________

	 
	«_________»






Notwithstanding the foregoing, upon the occurrence of a change in control of the Corporation as set
forth in Section 11 hereof, these Options shall become fully vested and exercisable without
limitation.




3. TRANSFERABLE ONLY UPON DEATH




     These Options shall not be assignable or transferable by the Employee except by will or the
laws of descent and distribution and shall be exercisable during the Employee’s lifetime only by
such Employee or, if legally incapacitated, by his or her guardian or authorized representative.



 









 





4. OPTION PRICE




     The per share exercise price of the Options granted hereunder is $_________, subject to
adjustment under the Plan. The exercise price must be paid in cash or its equivalent.



5. TERM




     Once an Option becomes exercisable pursuant to Section 2 herein, subject to early expiration
upon termination of employment as set forth in Section 6 below, it shall remain exercisable until,
but not including, _________ (the “Expiration Date”). Any portion of this Option that is not
exercised prior to the Expiration Date shall be automatically canceled on the Expiration Date.



6. TERMINATION, RETIREMENT, DISABILITY OR DEATH





	 
	(a)
	 
	Termination

	 

	 
	 
	 
	      If the Employee’s employment with the Corporation is terminated for any reason
other than Early Retirement, Normal Retirement, Disability (each, as defined below)
or death, whether by the Employee or by the Corporation, and in the latter case
whether with or without cause, then (i) Options which are not vested on the
effective date of such termination shall expire upon such termination and (ii) those
Options which are vested on the effective date of such termination shall expire
ninety (90) calendar days thereafter.

	 

	 
	(b)
	 
	Early Retirement

	 

	 
	 
	 
	     If the Employee retires from the Corporation prior to reaching age 62 but on or
after reaching age 55 under circumstances that qualify for early retirement in
accordance with the terms of the Martin Marietta Materials, Inc. Pension Plan
(“Early Retirement”), then (i) Options which are not vested on the effective date of
such Early Retirement shall expire upon such termination and (ii) those Options
which are vested on the effective date of such Early Retirement shall expire ninety
(90) calendar days thereafter; provided, however, that, the Management Development
and Compensation Committee of the Board of Directors of the Corporation (the
“Committee”) or (for persons not subject to Section 16 of the Securities Exchange
Act of 1934, as amended) the Board of Directors or the Chief Executive Officer may,
in its or his sole discretion, as applicable, determine to treat such Early
Retirement as a Normal Retirement hereunder, in which case all outstanding Options
shall remain outstanding until the Expiration Date, unaffected by such Early
Retirement, and any such unvested Options shall continue to vest pursuant to the
terms herein; provided, however, that any such determination to treat Early
Retirement as a Normal Retirement hereunder shall be made only after consideration
of the implications of such determination under Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”).





 









 






	 
	(c)
	 
	Normal Retirement or Disability

	 

	 
	 
	 
	     If the Employee retires from the Corporation after reaching age 62 under
circumstances that qualify for normal retirement in accordance with the terms of the
Martin Marietta Materials, Inc. Pension Plan (“Normal Retirement”) or ceases active
employment with the Corporation as the result of a disability under circumstances
entitling the Employee to the commencement of benefits under a long-term disability
plan maintained by the Corporation (a “Disability”), then all outstanding Options
shall remain outstanding until the Expiration Date, unaffected by such Normal
Retirement or Disability and any such unvested Options shall continue to vest
pursuant to the terms herein.

	 

	 
	(d)
	 
	Death

	 

	 
	 
	 
	     If the Employee dies, without regard to whether the Employee was at the time of
death still in the employ of the Corporation, then all outstanding unvested Options
shall immediately become fully vested and exercisable. Following the death of the
Employee, all outstanding Options shall expire one (1) year following the date of
the Employee’s death. In such event, the Options may be exercised by the authorized
representative of the Employee’s estate.






7. LIMITATIONS ON EXERCISE




     Notwithstanding any other provisions herein, no Option may be exercised under any
circumstances on or after the Expiration Date. In addition, the Options granted hereunder must be
exercised in increments of 100 unless fewer than 100 Options remain exercisable in this specific
option grant.



8. MANNER OF EXERCISE




     These Options may be exercised, in whole or in part, by delivery of a written notice of
exercise to the Corporation, in a form satisfactory to the Committee, specifying the number of
shares as to which the Options are being exercised, subject to the limitation in Section 7 hereof.
Full payment of the exercise price for the Options that are being exercised must accompany the
notice of exercise. Payment accompanying the notice of exercise must be made in cash or its
equivalent (including personal check).



9. EMPLOYEE’S REPRESENTATION




     The Employee acknowledges that the obligation of the Corporation to deliver Stock or otherwise
consummate the exercise of any Option upon the delivery of a written notice of exercise is subject
to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as
may be required. Notwithstanding any terms or conditions herein to the contrary, the Corporation
shall be under no obligation to offer to sell or to sell and shall be



 









 







prohibited from offering to sell or selling any shares of Stock pursuant to the exercise of any
Option hereunder unless such shares have been properly registered for sale pursuant to the
Securities Exchange Act of 1933, as amended (the “Securities Act”), with the Securities and
Exchange Commission or unless the Corporation has received the advice of counsel, satisfactory to
the Corporation, that such shares may be offered or sold without such registration pursuant to an
available exemption therefrom and the terms and conditions of such exemption have been fully
complied with. The Company shall be under no obligation to register for sale or resale under the
Securities Act any of the shares of Stock to be offered or sold hereunder. If the shares of Stock
offered for sale or sold hereunder are offered or sold pursuant to an exemption from registration
under the Securities Act, the Corporation may restrict the transfer of such shares and may legend
the Stock certificates representing such shares in such manner as it deems advisable to ensure the
availability of any such exemption. The Employee or other person exercising these Options may be
required to make such representations, enter into such agreements and undertakings, including but
not limited to execution of stock powers, and furnish such information and other documents as the
Corporation may consider appropriate and in compliance with applicable law.



10. TAX WITHHOLDING




     At the time of exercise, the Corporation will withhold applicable taxes as required by law.
The Employee must pay the withholding tax in cash at the time of exercise, or, subject to the
continuing approval of the Committee, may elect to have shares applied to satisfy the withholding
obligation. If the Employee is an Insider, the Employee’s ability to elect to satisfy his/her
withholding obligations by applying shares may be limited by the federal securities laws. To the
extent that cash is not timely tendered, the Employee will be deemed to have elected to pay the
withholding tax in Stock. If the Employee is an Insider, in situations where the federal
securities laws limit the Employee’s ability to elect such treatment, having such treatment deemed
to occur may have adverse consequences. Stock tendered in satisfaction of the withholding
obligation will be valued at the Fair Market Value determined by the closing price as of the most
recent closing prior to exercise as such closing price is reported in the Wall Street Journal.
Withholding will be at the minimum rate prescribed by law; therefore, the Employee may owe
additional taxes as a result of the exercise of an Option. An Employee who is paying the
withholding tax in cash may pay the withholding at greater than the minimum rate. An Employee who
elects to have shares applied to satisfy the withholding obligation may not request tax to be
withheld at greater than the minimum rate.



11. CHANGE IN CONTROL




     In the event of a change in control of the Corporation, as defined in Section 11 of the Plan,
then the vesting date of all outstanding Options shall be accelerated so as to cause all
outstanding Options to be exercisable.



 









 





12. AMENDMENT AND TERMINATION OF PLAN OR AWARDS




     As provided in Section 8 of the Plan, subject to certain limitations contained within
Section 8, the Board of Directors may at any time amend, suspend or discontinue the Plan and the
Committee may at any time alter or amend all Award Agreements under the Plan. Notwithstanding
Section 8 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or
amendment of this Award Agreement shall, except with your express written consent, adversely affect
any Option granted under this Award Agreement; provided, however, that the Board of Directors or
the Committee may amend the Plan or this Award Agreement to the extent it deems appropriate to
cause this Agreement or the Options hereunder to comply with Section 409A (including the
distribution requirements thereunder) or be exempt from Section 409A or the tax penalty under
Section 409A(a)(1)(B).



13. EXECUTION OF AWARD AGREEMENT




     No Option granted under this Award Agreement is exercisable nor is this Award Agreement
enforceable until this Award Agreement has been fully executed by this Corporation and the
Employee. By executing this Award Agreement, the Employee shall be deemed to have accepted and
consented to any action taken under the Plan by the Committee, the Board of Directors or their
delegates.



14. MISCELLANEOUS





	 
	(a)
	 
	For the purpose of calculating the expiration date of Options granted under
this Award Agreement, all Options will be deemed to expire at 4:30 p.m. Eastern Time on
the day of expiration. Further, if the day an Option would otherwise expire is not a
business day then such Options will be deemed to expire at 4:30 p.m. Eastern Time on
the next succeeding business day. For this purpose, the term business day shall be
deemed to mean a day upon which the Corporation is conducting business.

	 

	 
	(b)
	 
	If the Employee is on an approved on leave of absence, he or she will be
considered as still in the employ of the Corporation unless otherwise provided in an
agreement between the Employee and the Corporation.

	 

	 
	(c)
	 
	Nothing contained in this Award Agreement or in any Option granted hereunder
shall confer upon the Employee any right of continued employment by the Corporation,
expressed or implied, nor limit in any way the right of the Corporation to terminate
the Employee’s employment at any time.

	 

	 
	(d)
	 
	The Employee or the person or persons to whom the Employee’s rights under this
Option shall have passed by will or by the laws of descent and distribution, as the
case may be, shall have no rights as a shareholder with respect to any securities
covered by this Award Agreement until the date the Employee becomes the holder of
record.






 









 






	 
	(e)
	 
	Except as provided under Section 6(d) herein or as otherwise provided or
allowed in the Plan, neither these Options nor any of the rights or obligations
hereunder shall be assigned or delegated by either party hereto.






15. NOTICES




     Notices and all other communications provided for in this Award Agreement shall be in writing
and shall be deemed to have been duly given when personally delivered or when mailed by United
States overnight mail, postage prepaid, addressed as follows:



     If to the Employee, to the address set forth in the first paragraph in this Award Agreement.



     If to the Corporation, to:


Martin Marietta Materials, Inc.

2710 Wycliff Road

Raleigh, North Carolina 27607

Attn: Corporate Secretary



or to such other address or such other person as the Employee or the Corporation shall designate in
writing in accordance with this Section 15, except that notices regarding changes in notices shall
be effective only upon receipt.




16. GOVERNING LAW




     This Award Agreement shall be governed by the laws of the State of North Carolina.



     IN WITNESS WHEREOF, the Corporation has caused this Award Agreement to be executed and the
Employee has hereunto set his hand as of the day and year first above written.



	 
	 
	 
	 
	 
	 
	 

	 
	 
	Martin Marietta Materials, Inc.
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 

	 
	By:
	 
	 
	 
	 

	 

	 
	 
	 
	 
	 
	 

	 

	 
	 
	 
	Corporate Secretary	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	Employee
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 

	 
	 
	 
	 
	 
	 

	 

	 
	 
	 
	Employee’s Signature