EX-10.2







 Exhibit 10.2 

Martin Marietta Nonqualified Deferred Cash 

Compensation Plan 

Adoption Agreement 
  

 

  



  













 Table of Contents 

 

							
	1.01	  	Preamble	  	 	1	 
			
	1.02	  	Plan	  	 	1	 
			
	1.03	  	Plan Sponsor	  	 	1	 
			
	1.04	  	Employer	  	 	2	 
			
	1.05	  	Administrator	  	 	2	 
			
	2.01	  	Participation	  	 	3	 
			
	3.01	  	Compensation	  	 	4	 
			
	3.02	  	Bonuses	  	 	5	 
			
	4.01	  	Participant Contributions	  	 	6	 
			
	5.01	  	Employer Contributions	  	 	8	 
			
	6.01	  	Distributions	  	 	11	 
			
	7.01	  	Vesting	  	 	17	 
			
	8.01	  	Unforeseeable Emergency	  	 	21	 
			
	9.01	  	Investment Decisions	  	 	22	 
			
	10.01	  	Trust	  	 	23	 
			
	11.01	  	Termination Upon Change In Control	  	 	24	 
			
	11.02	  	Automatic Distribution Upon Change In Control	  	 	24	 
			
	11.03	  	Change In Control	  	 	24	 
			
	12.01	  	Governing State Law	  	 	25	 
		
	 Appendix A
	  	 	27	 

  

  
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April 2020 












 Adoption Agreement 

 

	1.01	 Preamble 



By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)] 

 

					
	(a)	  	☒	  	adopts a new plan as of January 1, 2020
			
	(b)	  	☐	  	amends and restates its existing plan as of [month, day, year] which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date
shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.
			
		  		  	Original Effective Date: [month, day, year]
			
		  		  	Pre-409A Grandfathering:    ☐  Yes            ☐  No


  

	1.02	 Plan 



Plan Name: Martin Marietta Nonqualified Deferred Cash Compensation Plan 

Plan Year: January 1 – December 31 
  

	1.03	 Plan Sponsor 



Name: Martin Marietta Materials, Inc. 

Address: 2710 Wycliff Road, Raleigh, NC 27607 

Phone #: 919-781-4550 

EIN #: 56-1848578 

Fiscal Year: December 31 

Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities
market?    ☒  Yes            ☐  No 

  
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April 2020 













	1.04	 Employer 



The following entities have been authorized by the Plan Sponsor to participate in and have adopted the Plan [insert “Not Applicable”
if none have been authorized]: 
  

					
	 Entity
	  	
Publicly Traded on Est. Securities Market

		  	Yes	  	No
			
	 Martin Marietta Materials, Inc. and its
subsidiaries                               
	  	☒	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐


  

	1.05	 Administrator 



The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan: 

Name: Martin Marietta Materials, Inc. 

Address: 2710 Wycliff Road, Raleigh, NC 27607 

Note: The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither
Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator. 

  
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April 2020 













	2.01	 Participation 



 

	 	(a)	 ☒        Employees [complete (i), (ii) or (iii)]



  

	 	(i)	 ☒     Eligible Employees are selected by the Employer. 



 

	 	(ii)	 ☐     Eligible Employees are those employees of the Employer who satisfy the
following criteria: 


  

                       
                                         
                                         
                                        
                                         
                             
  

                       
                                         
                                         
                                         
                                         
                            
  

                       
                                         
                                         
                                         
                                         
                            
  

                       
                                         
                                         
                                         
                                         
                            
  

                       
                                         
                                         
                                         
                                         
                            
  

	 	(iii)	 ☐     Employees are not eligible to participate. 



 

	 	(b)	 ☐        Directors [complete (i), (ii) or (iii)]



  

	 	(i)	 ☐     All Directors are eligible to participate. 



 

	 	(ii)	 ☐     Only Directors selected by the Employer are eligible to participate.



  

	 	(iii)	 ☒     Directors are not eligible to participate. 



  
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April 2020 













	3.01	 Compensation 



For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined
in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]: 
  

	 	(a)	 ☒       Compensation is defined as: 



Base Salary plus Bonus earned under the Martin Marietta Materials, Inc. Executive Cash Incentive Plan, as amended, but only to the extent such
Bonus is remaining after any deferrals have been made under the Martin Marietta Materials, Inc. Incentive Stock Plan, as amended 

                       
                                         
                                         
                                         
                                         
                                   

 

                       
                                         
                                         
                                         
                                         
                                   

 

                       
                                         
                                         
                                         
                                         
                                   

                       
                                         
                                         
                                         
                                         
                                   

 

                       
                                         
                                         
                                         
                                         
                                   

                       
                                         
                                         
                                         
                                         
                                   

 

	           (b)            ☐

	Compensation as defined in [insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year. 

  


	 	(c)	 ☐     Director Compensation is defined as: 



 

                       
                                         
                                         
                                         
                                         
                                   

 

                       
                                         
                                         
                                         
                                         
                                   

 

                       
                                         
                                         
                                         
                                         
                                   

	 	

  

	 	(d)	 ☐     Compensation shall, for all Plan purposes, be limited to
$                . 


  

	 	(e)	 ☐     Not Applicable. 



  
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April 2020 













	3.02	 Bonuses 



Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a
separate deferral election: 
  

					
	 Type
	  	 [Will be treated
as]
Performance Based Compensation

		  	Yes	  	No
			
	
Bonus                  
                                         
                                         
  
	  	☒	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐
			
	                                     
                                         
                                   	  	☐	  	☐


  

	 	☐	 Not Applicable. 



  
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April 2020 













	4.01	 Participant Contributions 



If Participant contributions are permitted, complete (a), (b), and (c). Otherwise complete (d). 

 

	 	(a)	 Amount of Deferrals 



 

	 	    	 A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer
the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and/or “percentage amount”. 


  

	 	(i)	 Compensation other than Bonuses [do not complete if you complete (iii)] 



 

																					
	 Type of Remuneration
	  	Dollar Amount	 	  	% Amount	 	 	Increment	 
	  	Min	 	  	Max	 	  	Min	 	 	Max	 	 	  
	 
	 Base Salary
	  				  				  	 	0	% 	 	 	80	% 	 	 	1	% 
		  				  				  	 	    	% 	 	 	    	% 	 	 	    	% 
		  				  				  	 	    	% 	 	 	    	% 	 	 	    	% 


  

	 	    	 Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and
maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%. 


  

	 	(ii)	 Bonuses [do not complete if you complete (iii)] 



 

																					
	 Type of Bonus
	  	Dollar Amount	 	  	% Amount	 	 	Increment	 
	  	Min	 	  	Max	 	  	Min	 	 	Max	 	 	  
	 
	 Bonus
	  				  				  	 	0	% 	 	 	100	% 	 	 	1	% 
		  				  				  	 	    	% 	 	 	    	% 	 	 	    	% 
		  				  				  	 	    	% 	 	 	    	% 	 	 	    	% 


  

	 	(iii)	 Compensation [do not complete if you completed (i) and (ii)] 



 

									
	 Dollar Amount
	  	 % Amount
	  	 Increment

	 Min
	  	 Max
	  	 Min
	  	 Max

		  		  	%	  	%	  	%



  
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April 2020 













	 	(iv)	 Director Compensation 



 

																					
	 Type of Compensation
	  	Dollar Amount	 	  	% Amount	 	  	Increment	 
	  	Min	 	  	Max	 	  	Min	 	  	Max	 	  	  
	 
	 Annual Retainer
	  				  				  	 	%	 	  	 	%	 	  	 	%	 
	 Meeting Fees Other:
	  				  				  	 	%	 	  	 	%	 	  	 	%	 
	 Other:
	  				  				  	 	%	 	  	 	%	 	  	 	%	 
	 Other:
	  				  				  	 	%	 	  	 	%	 	  	 	%	 


  

	 	(b)	 Election Period 



 

	 	(i)	 Performance Based Compensation 



 

	 	    	 A special election period 



 

	 	☒	 Does 


  

	 	☐	 Does Not 


  

	 	    	 apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption
Agreement. 


  

	 	    	 The special election period, if applicable, will be determined by the Employer. 



 

	 	(ii)	 Newly Eligible Participants 



 

	 	    	 An employee who is classified or designated as an Eligible Employee during a Plan Year 



 

	 	☒	 May 


  

	 	☐	 May Not 


  

	 	    	 elect to defer Compensation earned during the remainder of the Plan Year by completing a deferral agreement
within the 30 day period beginning on the date he is eligible to participate in the Plan. 


  

	 	    	 The special election period, if applicable, will be determined by the Employer. 



 

	 	(c)	 No Participant Contributions 



 

	 	☐	 Participant contributions are not permitted under the Plan. 



  
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April 2020 













	5.01	 Employer Contributions 



If Employer contributions are permitted, complete (a) and/or (b). Otherwise complete (c). 

 

	 	(a)	 Matching Contributions 



 

	 	(i)	 Amount 


  

	 	    	 For each Plan Year, the Employer shall make a matching contribution on behalf of each Participant who defers
Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]: 



 

	 	(A)    ☐	 [insert percentage]% of the Compensation the Participant has elected to defer for the Plan Year



  

	 	(B)    ☐	 An amount determined by the Employer in its sole discretion 



 

	 	(C)    ☐	 Matching contributions for each Participant shall be limited to
$                 and/or [insert percentage]% of Compensation 



 

	 	(D)    ☐	 Other: 



    
                                         
                                         
                                         
                                         
                                 

    
                                         
                                         
                                         
                                         
                                 

 

	 	(E)    ☐	 Not Applicable [Proceed to Section 5.01(b)] 



 

	 	(ii)	 Eligibility for matching contribution 



 

	 	    	 A Participant who defers Compensation for the Plan Year shall receive an allocation of matching contributions
determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]: 


  

	 	(A)    ☐	 Describe requirements: 



    
                                         
                                         
                                         
                                         
                                 

 

	 	(B)    ☐	 Is selected by the Employer in its sole discretion to receive an allocation of matching contributions



  

	 	(C)    ☐	 No requirements 



  
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April 2020 













	 	(iii)	 Time of Allocation 


  

	 	    	 Matching contributions, if made, shall be treated as allocated [select one]: 



 

	 	(A)    ☐	 As of the last day of the Plan Year 



 

	 	(B)    ☐	 At such times as the Employer shall determine in its sole discretion 



 

	 	(C)    ☐	 At the time the Compensation on account of which the matching contribution is being made would otherwise have
been paid to the Participant 


  

	 	(D)    ☐	 Other: 



    
                                         
                                         
                                         
                                         
                                 

    
                                         
                                         
                                         
                                         
                                 

 

	 	(b)	 Other Contributions 



 

	 	(i)	 Amount 


  

	 	    	 The Employer shall make a contribution on behalf of each Participant who satisfies the requirements of
Section 5.01(b)(ii) equal to [complete the ones that are applicable]: 


  

	 	(A)    ☐	 An amount equal to [insert percentage]% of the Participant’s Compensation 



 

	 	(B)    ☐	 An amount determined by the Employer in its sole discretion 



 

	 	(C)    ☐	 Contributions for each Participant shall be limited to
$                 


  

	 	(D)    ☐	 Other: 



    
                                         
                                         
                                         
                                         
                                 

    
                                         
                                         
                                         
                                         
                                 

 

	 	(E)    ☐	 Not Applicable [Proceed to Section 6.01] 



  
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April 2020 













	 	(ii)	 Eligibility for Other Contribution 



 

	 	    	 A Participant shall receive an allocation of other Employer contributions determined in accordance with
Section 5.01(b)(i) for the Plan Year if he satisfies the following requirements [complete the one that is applicable]: 


  

	 	(A)    ☐	 Describe requirements: 



    
                                         
                                         
                                         
                                         
                                 

    
                                         
                                         
                                         
                                         
                                 

 

	 	(B)    ☐	 Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions



  

	 	(C)    ☐	 No requirements 


  

	 	(iii)	 Time of Allocation 


  

	 	    	 Employer contributions, if made, shall be treated as allocated [select one]: 



 

	 	(A)    ☐	 As of the last day of the Plan Year 



 

	 	(B)    ☐	 At such times or times as the Employer shall determine in its sole discretion 



 

	 	(C)    ☐	 Other: 



    
                                         
                                         
                                         
                                         
                                 

    
                                         
                                         
                                         
                                         
                                 

 

	 	(c)	 No Employer Contributions 



 

	 	☒	 Employer contributions are not permitted under the Plan. 



  
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April 2020 












 6.01    Distributions 

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections
made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies. 

 

	 	(a)	 Timing of Distributions 



 

	 	(i)	 All distributions shall commence in accordance with the following [choose one]: 



 

					
	(A)	  	☒	  	As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).
			
	(B)	  	☐	  	Monthly on specified day [insert day]
			
	(C)	  	☐	  	Annually on specified month and day [insert month and day]
			
	(D)	  	☐	  	Calendar quarter on specified month and day [insert month and day] Q[insert numerical quarter 1, 2, 3, or 4]


  

	 	(ii)	 The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:



  

					
	(A)	  	☒	  	Event Delay – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for six (6) months
			
	(B)	  	☐	  	Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to
Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases
			
	(C)	  	☐	  	Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:
			
		  		  	                                      
                                         
                                         
                                         
                                   
			
		  		  	                                      
                                         
                                         
                                         
                                   
			
	(D)	  	☐	  	Not applicable



  
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April 2020 













	 	(b)	 Distribution Events 



 

	 	(i)	 Participant Contributions under Section 4.01(a) 



 

	 	    	 Participants may elect the following payment events and the associated form or forms of payment. If multiple
events for each year are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5, 7, 9).



  

									
	 	 	 	 	 	  	Lump Sum	  	Installments
	 (A)
	 	 ☐
	 	 Specified Date
	  	☐	  	        years
	 (B)
	 	 ☐
	 	 Specified Age
	  	☐	  	        years
	 (C)
	 	 ☒
	 	 Separation from Service
	  	☒	  	2-10 years
	 (D)
	 	 ☐
	 	 Separation from Service plus 6 months
	  	☐	  	        years
	 (E)
	 	 ☐
	 	 Separation from Service plus months [not to exceed     
months]
	  	☐	  	        years
	 (F)
	 	 ☒
	 	 Retirement
	  	☒	  	2-10 years
	 (G)
	 	 ☐
	 	 Retirement plus 6 months
	  	☐	  	        years
	 (H)
	 	 ☐
	 	 Retirement plus      months
	  	☐	  	        years
	 (I)
	 	 ☒
	 	 Disability
	  	☒	  	2-10 years
	 (J)
	 	 ☒
	 	 Death
	  	☒	  	2-10 years
	 (K)
	 	 ☐
	 	 Change in Control
	  	☐	  	        years


 The minimum deferral period for Specified Date or Specified Age event shall be
     years. 
 Installments may be paid [select each that applies] 

 

			
	 ☐
	 	Monthly
		
	 ☐
	 	Quarterly
		
	 ☒
	 	Annually



  
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April 2020 













	 	(ii)	 Employer Contributions under Section 5.01(a) and (b) 



Participants may elect the following payment events and the associated form or forms of payment. If multiple events for each year are
selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5, 7, 9). 

 

									
	 	 	 	 	 	  	Lump Sum	  	Installments
	 (A)
	 	 ☐
	 	 Specified Date
	  	☐	  	         years
	 (B)
	 	 ☐
	 	 Specified Age
	  	☐	  	         years
	 (C)
	 	 ☐
	 	 Separation from Service
	  	☐	  	         years
	 (D)
	 	 ☐
	 	 Separation from Service plus 6 months
	  	☐	  	         years
	 (E)
	 	 ☐
	 	 Separation from Service plus    months [not to
exceed    months]
	  	☐	  	         years
	 (F)
	 	 ☐
	 	 Retirement
	  	☐	  	         years
	 (G)
	 	 ☐
	 	 Retirement plus 6 months
	  	☐	  	         years
	 (H)
	 	 ☐
	 	 Retirement plus    months
	  	☐	  	         years
	 (I)
	 	 ☐
	 	 Disability
	  	☐	  	         years
	 (J)
	 	 ☐
	 	 Death
	  	☐	  	         years
	 (K)
	 	 ☐
	 	 Change in Control
	  	☐	  	         years


 The minimum deferral period for Specified Date or Specified Age event shall be
         years. 
 Installments may be paid [select each that applies] 

 

			
	 ☐
	 	Monthly
		
	 ☐
	 	Quarterly
		
	 ☐
	 	Annually



  
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April 2020 













	 	(c)	 Specified Date and Specified Age elections may not extend beyond age [insert age or “Not
Applicable” if no maximum age applies]. 


  

	 	(d)	 Payment Election Override 



Payment of the remaining vested balance of the Participant’s Account will automatically occur at the time specified in
Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include only a single form of payment]: 

 

							
	 Events
	  	Form of Payment
	 	 	 	  	Lump Sum	  	Installments
	☐	 	Separation from Service, other than for Retirement	  	☐	  	        
	☐	 	Death	  	☐	  	        
	☐	 	Disability	  	☐	  	        
	☐	 	Not Applicable	  	☐	  	        


  

	 	(e)	 Involuntary Cashouts 



 

	 	☐	 If the Participant’s vested Account at the time of his Separation from Service does not exceed
$                , distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with
Section 9.5 of the Plan. 


  

	 	☒	 There are no involuntary cashouts. 



 

	 	(f)	 Retirement 


  

	 	☒	 Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert
description of requirements]: 


  

	
	The earliest age that an individual can retire and receive benefits under the Martin Marietta Pension Plan without reduction
	 


  

	 	☐	 No special definition of Retirement applies. 



  
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April 2020 













	 	(g)	 Distribution Election Change 



A Participant 
  

			
	☒	  	Shall
		
	☐	  	Shall Not


 be permitted to modify a scheduled distribution date and/or payment option in accordance with
Section 9.2 of the Plan. 
 A Participant shall generally be permitted to elect such modification an unlimited number of times.

 Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change
election provision. 
  

	 	(h)	 Frequency of Elections 



The Plan Sponsor 
  

			
	☒	  	Has
		
	☐	  	Has Not


 elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If
a single election of a time and/or form of payment is required, the Participant will make such election at the time he first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2. 

  
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April 2020 













	 	(i)	 Disability 



For Purposes of Section 2.11 of the Plan, Disability shall be defined as 

 

	 	☐	 Total disability as determined by the Social Security Administration or the Railroad Retirement Board.



  

	 	☐	 As determined by the Employer’s long term disability insurance policy. 



 

	 	☒	 As follows [insert description of requirements]: 



 

			
	Any physical or mental impairment that would qualify a participant for disability benefits under the standards of the long-term disability plan maintained by the Company or under the Federal
social security system	 	 
	 	 	 


  

	 	☐	 Not applicable. 



  
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April 2020 












 7.01    Vesting 

 

	 	(a)	 Matching Contributions 



The Participant’s vested interest in the amount credited to his Account attributable to matching contributions shall be based on the
following schedule: 
  

							
	☐	  	Years of Service	 	Vesting %	  	
				
		  	            0	 	        %	  	[insert “100” if there is immediate vesting]
				
		  	            1	 	        %	  	
				
		  	            2	 	        %	  	
				
		  	            3	 	        %	  	
				
		  	            4	 	        %	  	
				
		  	            5	 	        %	  	
				
		  	            6	 	        %	  	
				
		  	            7	 	        %	  	
				
		  	            8	 	        %	  	
				
		  	            9	 	        %	  	
				
	☐	  	Other:	 		  	
		
		  	                                    
                                         
                                         
                                         
                             
		
		  	                                    
                                         
                                         
                                         
                             
		
	☐	  	Class year vesting applies:
		
		  	                                    
                                         
                                         
                                         
                             
		
	☒	  	Not applicable.



  
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April 2020 













	 	(b)	 Other Employer Contributions 



The Participant’s vested interest in the amount credited to his Account attributable to Employer contributions other than matching
contributions shall be based on the following schedule: 
  

							
	☐	  	Years of Service	 	Vesting %	  	
				
		  	            0	 	        %	  	[insert “100” if there is immediate vesting]
				
		  	            1	 	        %	  	
				
		  	            2	 	        %	  	
				
		  	            3	 	        %	  	
				
		  	            4	 	        %	  	
				
		  	            5	 	        %	  	
				
		  	            6	 	        %	  	
				
		  	            7	 	        %	  	
				
		  	            8	 	        %	  	
				
		  	            9	 	        %	  	
				
	☐	  	Other:	 		  	
		
		  	                                    
                                         
                                         
                                         
                             
		
		  	                                    
                                         
                                         
                                         
                             
		
	☐	  	Class year vesting applies:
		
		  	                                    
                                         
                                         
                                         
                             
		
	☒	  	Not applicable.



  
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April 2020 













	 	(c)	 Acceleration of Vesting 



The Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events [select the ones
that are applicable]: 
  

	 	(i)	 ☐     Death. 



 

	 	(ii)	 ☐     Disability. 



 

	 	(iii)	 ☐     Change in Control. 



 

	 	(iv)	 ☐     Eligibility for Retirement. 



 

	 	(v)	 ☐     Other: 



 

					
		  		  	  

			
		  		  	  



  

	 	(vi)	 ☒     Not applicable. 



 

	 	(d)	 Years of Service 



 

	 	(i)	 A Participant’s Years of Service shall include all service performed for the Employer and



  

	 	☐	 Shall 


  

	 	☐	 Shall Not 



include service performed for the Related Employer. 

  
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April 2020 













	 	(ii)	 Years of Service shall also include service performed for the following entities: 



 

					
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  		  	  

			
		  		  	  



  

	 	(iii)	 Years of Service shall be determined in accordance with [select one]: 



 

	 	(A)	 ☐     The elapsed time method in Treas. Reg. Sec.
1.410(a)-7 


  

	 	(B)	 ☐     The general method in DOL Reg. Sec.
2530.200b-1 through b-4 


  

	 	(C)	 ☐     Participant’s Years of Service credited under: 



 

			
		 	 [insert name of plan]


  

	 	(D)	 ☐     Other: 



 

			
		 	      

		 	      

		 	      

		 	      


  

	 	(iv)	 ☒         Not applicable. 



  
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April 2020 













	8.01	 Unforeseeable Emergency 



 

	 	(a)	 A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24: 



 

	 	☒	 Will 


  

	 	☐	 Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]



 be allowed. 
  

	 	(b)	 Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder
of the Plan Year: 


  

	 	☒	 Will 


  

	 	☐	 Will Not 



be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan. 

  
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April 2020 













	9.01	 Investment Decisions 



Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]: 

 

	 	(a)	 ☒    The Participant or his Beneficiary 



 

	 	(b)	 ☐    The Employer 



  
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April 2020 













	10.01	 Trust 



The Employer [select one]: 
  

	 	☐	 Does 


  

	 	☒	 Does Not 



intend to establish a rabbi trust as provided in Article 11 of the Plan. 

  
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April 2020 













	11.01	 Termination Upon Change In Control 



The Plan Sponsor 
  

	 	☒	 Reserves 


  

	 	☐	 Does Not Reserves 



the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in
Section 9.7. 
  

	11.02	 Automatic Distribution Upon Change In Control 



Distribution of the remaining vested balance of each Participant’s Account 

 

	 	☒	 Shall 


  

	 	☐	 Shall Not 



automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7. 

  
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April 2020 













	12.01	 Governing State Law 



The laws of North Carolina shall apply in the administration of the Plan to the extent not preempted by ERISA. 

  
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April 2020 












 Execution Page 

The Plan Sponsor has caused this Adoption Agreement to be executed on June 25, 2020. 

 

			
	Plan Sponsor:	 	 Martin Marietta Materials, Inc.

		
	By:	 	
		
	Title:	 	 Chairman and CEO




  
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April 2020 












 Appendix A 

Special Effective Dates 

Not Applicable 

  
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April 2020