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EXHIBIT 10.10
AMENDED AND RESTATED
MARTIN MARIETTA MATERIALS, INC.
COMMON STOCK PURCHASE PLAN
FOR DIRECTORS
SECTION 1. PURPOSE. The purpose of the Martin Marietta Materials, Inc.
Common Stock Purchase Plan for Directors (the "Plan") is to provide to
non-employee directors of Martin Marietta Materials, Inc. (the "Company") the
opportunity to elect to receive all or a portion of their retainer fees in the
form of common stock of the Company and to elect to defer payment of all or a
portion of such retainer fees. The Plan was adopted by the Board of Directors
and approved by the Company's shareholders at the shareholders meeting held on
September 27, 1996. The Plan was amended and restated by resolution of the Board
of Directors at its meeting on November 7, 1996.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall
have the meanings set forth below:
(a) "Annual Fees" means the amount paid by the Company to a
Non-Employee Director as annual fees for services to be rendered as a member of
the Board of Directors during any Plan Year, including annual retainer, meeting
attendance fees and fees otherwise payable for acting on or as a member, or
Chairman, of the Board of Directors or any committee thereof, but not including
reimbursements of expenses.
(b) "Beneficiary" means a person designated by a Participant in
accordance with Section 9 to receive the benefits specified hereunder in the
event of the Participant's death or, if there is no surviving designated
Beneficiary, the Participant's estate.
(c) "Board of Directors" means the Board of Directors of the Company.
(d) "Cash Deferral Account" means the account established and
maintained by the Company for each Participant, which is to be credited, as set
forth in Section 7, with the portion of a Participant's Annual Fees which is
payable in cash and deferred pursuant to the Plan. Amounts credited to a
Participant's Cash Deferral Account will be expressed as a dollar amount. Cash
Deferral Accounts will be maintained by the Company solely as bookkeeping
entries.
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(e) "Committee" means the Compensation Committee of the Board of
Directors.
(f) "Director Purchase Price" means, with respect to each Fee Payment
Date, the Fair Market Value of one share of Stock on such Fee Payment Date;
provided, however, that the Board of Directors, in its sole discretion, may
provide that the Director Purchase Price, with respect to all or a portion of
the shares of Stock purchased or credited in the form of Stock Equivalents under
the Plan, includes a percentage discount from the Fair Market Value of one share
of Stock on any specific Fee Payment Date.
(g) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
(h) "Fair Market Value" means the closing price of a share of Stock on
the relevant date or, if no sale was made on such date, then on the next
preceding day on which such a sale was made (a) if the Stock is listed on the
New York Stock Exchange ("NYSE"), as reported in the Wall Street Journal, or (b)
if the Stock is not listed on the NYSE but is listed on the NASDAQ National
Market System, then as reported on such system, or (c) if not listed on either
the NYSE or the NASDAQ National Market System, as determined by the Board of
Directors or Committee.
(i) "Fee Payment Date" means each date on which all or any portion of
the Annual Fees is scheduled to be paid.
(j) "Financial Hardship" means severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or a dependent, loss of the Participant's property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant. The circumstances that
will constitute a Financial Hardship will depend upon the facts of each case and
will be determined by the Committee in its sole discretion, but distributions
may not be made to the extent that such hardship is or may be relieved (i)
through reimbursement or compensation by insurance or otherwise or (ii) by
liquidation of the Participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship.
(k) "Non-Employee Director" means a member of the Board of Directors
who, on the first day of any Plan Year (or such later
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date as he is first elected or appointed to the Board of Directors), is not an
employee of the Company or any affiliate thereof.
(l) "Participant" means any Non-Employee Director who elects under the
Plan to receive payment of all or a portion of his Annual Fees in the form of
Stock or to defer payment of all or a portion of his Annual Fees.
(m) "Plan Year" means each year beginning on the first day of January
and ending on the 31st day of December; provided that the first Plan Year means
the period beginning on January 1, 1997 and ending on December 31, 1997.
(n) "Stock" means the common stock of the Company, $.01 par value per
share.
(o) "Stock Deferral Account" means the account established and
maintained by the Company for each Participant, which is to be credited, as set
forth in Section 6, with the portion of a Participant's Annual Fees which is
payable in Stock and deferred pursuant to the Plan. Amounts credited to a
Participant's Stock Deferral Account will be expressed as a number of Stock
Equivalents. Stock Deferral Accounts will be maintained by the Company solely as
bookkeeping entries.
(p) "Stock Equivalent" means a unit of measurement which, when credited
to the Stock Deferral Account of a Participant, shall represent the right to
receive one share of Stock upon payment of amounts credited to such Stock
Deferral Account.
SECTION 3. PARTICIPATION.
(a) Only Non-Employee Directors may participate in the Plan.
Participation in the Plan is voluntary, except as may be determined in
accordance with Section 5(b).
(b) Prior to the December 15 preceding a Plan Year, or such other
date(s) as determined by the Committee, each Non-Employee Director may
irrevocably elect to participate in the Plan for the Plan Year by a written
notice to the Committee described in Section 5; provided, however, that the
Committee may establish procedures and forms which are applicable to all
Non-Employee Directors under which Non-Employee Directors may elect to
participate in the Plan on a prospective basis as of some other date(s)
specified in such procedures; further, provided, however,
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that a Participant's election to participate in the Plan for any Plan Year shall
remain in effect for subsequent Plan Years unless revoked or changed by the
Participant prior to the December 15 preceding the Plan Year with respect to
which such revocation or change is effective, or otherwise in accordance with
Section 5(b).
(c) Notwithstanding paragraph (b) of this Section, a Non-Employee
Director who first becomes a Non-Employee Director during any Plan Year will
have 30 days following the date he first becomes a Non-Employee Director to
elect to participate in the Plan for such Plan Year by a written notice to the
Committee described in Section 5; provided, however, that such election shall
apply only to the portion of the Annual Fees earned following the date on which
the Committee receives such written notice.
(d) Each election made pursuant to this Section 3 is subject to the
approval of the Committee unless the Committee determines that such approval is
not necessary to enable transactions in Stock pursuant to the Plan to qualify
for the exemption provided by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934.
(e) A Participant ceases to be a Participant on the date of he ceases
to be a Non-Employee Director.
SECTION 4. ADMINISTRATION. The Committee shall serve as the
administrator of the Plan. The Committee shall administer and enforce the Plan
in accordance with its terms, and shall have all powers necessary to accomplish
those purposes, including but not limited to the following:
(a) To compute and certify the amounts payable to Participants
and their Beneficiaries;
(b) To maintain or to designate any person or entity to maintain
all records necessary for the administration of the Plan;
(c) To make and publish such rules for the Plan as are not
inconsistent with the terms hereof; and
(d) To provide for disclosure of such information, including
reports and statements to Participants or Beneficiaries, and
to provide for the making of
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applications and elections by Participants under the Plan as
may be required by the Plan or otherwise deemed appropriate
by the Committee.
Notwithstanding the above, no person who serves on the Committee shall
participate in any matter which involves solely a determination of the benefits
payable to him under the Plan. Any action of the Committee with respect to the
Plan shall be conclusive and binding upon all Participants and Beneficiaries
except to the extent otherwise specifically indicated herein. The Committee may
appoint agents and delegate thereto such powers and duties in connection with
the administration of the Plan as the Committee may from time to time prescribe.
(b) Annual Statements. As soon as practicable following the end of each
Plan Year, the Committee shall furnish to each Participant a statement
indicating the number of Stock Equivalents and the amount of cash credited to
his Stock Deferral Account and his Cash Deferral Account as of the end of such
Plan Year.
SECTION 5. ELECTIONS BY PARTICIPANTS.
(a) Each Participant must irrevocably elect, in accordance with the
procedure set forth in Section 3, the following:
(1) The percentages (up to 100% and in 10% increments) of his
Annual Fees to be received in the form of Stock (at the
Director Purchase Price on the applicable Fee Payment Date)
and in the form of cash; and
(2) A percentage (up to 100% and in 10% increments) of his Annual
Fees to be received in the form of Stock to be deferred under
the Plan and credited as Stock Equivalents to his Stock
Deferral Account in accordance with Section 6(a) and a
percentage (up to 100% and in 10% increments) of his Annual
Fees to be received in the form of cash to be deferred under
the Plan and credited to his Cash Deferral Account, in
accordance with Section 7(a); and
(3) Whether to receive payment of his Stock Deferral Account and
Cash Deferral Account in the form of (i) a single lump sum or
(ii) substantially equal annual installments for a period not
to exceed ten years, subject to the limitations described in
Section 8 and
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his ability to amend such election in accordance with Section
5(c); and
(4) Whether payment of his Stock Deferral Account and Cash
Deferral Account shall be paid, or commence to be paid, on (i)
the date he ceases to be a Non-Employee Director or (ii) the
date that is one month and one year following the date he
ceases to be a Non-Employee Director, subject to the
limitations described in Section 8 and his ability to amend
such election in accordance with Section 5(c).
In the event the Annual Fees of a Participant are increased during any
Plan Year, his elections in effect shall apply to the amount of such increase.
(b) Notwithstanding the Participant's elections made in accordance with
paragraph (a) of this Section, prior to the December 15 preceding a Plan Year,
the Board of Directors may, in its sole discretion: (i) determine the portion of
each Non-Employee Director's Annual Fees which must be paid in Stock for the
next following Plan Year and (ii) mandate that any or all Annual Fees paid in
cash or Stock be deferred in accordance with the Participant's elections under
Sections 5(a)(3) and (4); provided, however, that the Board of Directors'
determination for any Plan Year shall remain in effect for subsequent Plan Years
unless changed by the Board of Directors prior to the December 15 preceding the
Plan Year with respect to which such change is effective. If the Board of
Directors makes such a determination, the Participant's election under Section
5(a)(1) and Section 5(a)(2) above with respect to all Plan Years shall be
calculated only with respect to any excess amount of the Annual Fees remaining
after payment and/or deferral is made in accordance with the Board of Directors'
determination, and the Participant's election under Sections 5(a)(3) and (4)
above shall remain in effect and apply to the amount of Annual Fees payable in
cash and Stock after application of the previous sentence. In the event a
Non-Employee Director has failed to make an election under Section 5(a)(3), he
will automatically receive payment of his Stock Deferral Account and Cash
Deferral Account in the form of a single lump sum. In the event a Non-Employee
Director has failed to make an election under Section 5(a)(4), he will
automatically receive payment of his Stock Deferral Account and Cash Deferral
Account on the date he ceases to be a Non-Employee Director.
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(c) A Participant may amend his elections under Sections 5(a)(3) and
(4) above, provided that such amended election is in writing and filed with the
Committee at least twelve months prior to the date the Participant's Stock
Deferral Account and Cash Deferral Account otherwise would have commenced to be
paid, and further, provided that (i) a Participant who has elected to commence
payment of his Stock Deferral Account and Cash Deferral Account on the date that
is one month and one year following the date he ceases to be a Non-Employee
Director may not amend his election to provide that such payment is to commence
on the date that he ceases to be a Non-Employee Director and (ii) a Participant
may not reduce the number of installments with respect to which payment would
have been made in accordance with the Participant's most recent prior election,
except that a Participant who has elected to change the date that payment of his
Stock Deferral Account and Cash Deferral Account is to commence from the date
that he ceases to be a Non-Employee Director to the date that is one month and
one year following the date he ceases to be a Non-Employee Director may reduce
the number of installments he previously elected by one (1).
SECTION 6. STOCK DEFERRAL ACCOUNTS.
(a) Crediting of Annual Fees. The percentage of each Participant's
Annual Fees which are to be received in the form of Stock and deferred with
respect to a Plan Year in accordance with Section 5 shall be credited to the
Participant's Stock Deferral Account on each Fee Payment Date during the Plan
Year, and shall be converted into that number of Stock Equivalents (rounded up
to the nearest whole share) equal to the amount so credited divided by the
Director Purchase Price.
(b) Crediting of Dividend Equivalents. In the event a dividend is paid
in respect of the Stock, an amount equal to such dividend multiplied by the
number of Stock Equivalents credited to a Participant's Stock Deferral Account
as of the record date for such dividend shall be credited to the Participant's
Cash Deferral Account, effective as of the date such dividend is actually paid
on the Stock.
(c) Adjustments to Deferral Accounts. The number of Stock Equivalents
credited to each Participant's Stock Deferral Account shall be appropriately and
equitably adjusted to reflect the occurrence of any merger, consolidation,
recapitalization, stock split, reverse stock split, stock dividend or other
non-cash
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distribution affecting the outstanding Stock. Such adjustment shall be made by
the Committee.
(d) Effect of Payments. The number of Stock Equivalents credited to a
Participant's Stock Deferral Account shall be reduced by the number of shares of
Stock actually paid to such Participant or his Beneficiary under the Plan.
(e) Vesting. The interest of a Participant in any amounts payable with
respect to a Stock Deferral Account shall be at all times fully vested and
non-forfeitable.
SECTION 7. CASH DEFERRAL ACCOUNTS.
(a) Crediting of Annual Fees and Dividend Equivalents. The percentage
of each Participant's Annual Fees which are to be received in the form of cash
and deferred with respect to a Plan Year in accordance with Section 5 shall be
credited to the Participant's Cash Deferral Account on each Fee Payment Date
during the Plan Year. Dividend Equivalents will be credited to a Participant's
Cash Deferral Account in accordance with Section 6(b).
(b) Crediting of Interest. Interest shall be credited on and posted to
each Cash Deferral Account as of the last day of each calendar month beginning
the first calendar month following the effective date of the first deferral and
ending the last calendar month immediately preceding the date on which such
amounts are distributed to the Participant, at an annual rate as determined by
the Committee.
(c) Effect of Payments. The amount of cash credited to a Participant's
Cash Deferral Account shall be reduced by the amount of cash paid to such
Participant or his Beneficiary under the Plan.
(d) Vesting. The interest of a Participant in any amounts payable with
respect to a Cash Deferral Account shall be at all times fully vested and
non-forfeitable.
SECTION 8. PAYMENTS.
(a) General. At each time payment of all or a portion of a
Participant's Stock Deferral Account and/or Cash Deferral Account is due
pursuant to an election made in accordance with Section 5 (or pursuant to the
death of a Participant in accordance with
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Section 8(c)), the Company shall pay Stock and cash directly to such Participant
or his Beneficiary in an amount equal to the portion of his Stock Deferral
Account and/or Cash Deferral Account which is so payable. Payable amounts
expressed in the form of Stock Equivalents shall be paid in Stock, unless the
Participant notifies the Committee of his election to receive such amounts in
cash in an amount equal to the Fair Market Value of the Stock represented by
such Stock Equivalents as of the date of payment, and payable amounts expressed
in the form of cash shall be paid in cash. The Company shall make such payment
directly to the Participant from its general assets and authorized but unissued
Stock; provided, however, that in the event no authorized but unissued Stock is
available, payable amounts from a Participant's Stock Deferral Account expressed
in the form of Stock Equivalents may be deferred for up to six months at the
discretion of the Committee pending the availability of such Stock, and if
payment has not been made at the end of such six-month period, payment shall be
promptly made by the Company in the form of cash, in an amount equal to the Fair
Market Value of the Stock represented by such Stock Equivalents as of the date
of payment.
(b) Timing and Form of Payment. The payment of a Participant's Stock
Deferral Account and Cash Deferral Account shall commence on the date, and in
the form, selected by the Participant in the election described in Section 5;
provided, however, that upon presentation by any Participant to the Committee of
evidence satisfactory to the Committee of a change in the applicable tax law or
the interpretation thereof, or a determination of the Internal Revenue Service
which, in the opinion of the Committee, would cause any portion of any
Participant's Stock Deferral Account or Cash Deferral Account to be currently
subject to Federal income tax, such portion shall be paid out immediately to
such Participant.
(c) Payment Upon Death. If a Participant dies before payment of his
Stock Deferral Account and Cash Deferral Account is completed, the balance
remaining in such accounts shall be paid to the Participant's Beneficiary in one
lump sum as soon as practicable following the Participant's death.
(d) Dividends. Stock Equivalents credited to a Participant's Stock
Deferral Account shall continue to be credited with dividends as described in
Section 6(b)
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notwithstanding that such Participant has ceased to be a Non-Employee Director.
(e) Interest. Cash credited to a Participant's Cash Deferral Account
shall continue to be credited with interest as described in Section 7(b)
notwithstanding that such Participant has ceased to be a Non-Employee Director.
(f) Financial Hardship. Notwithstanding anything herein to the
contrary, a Participant may request and receive a hardship distribution,
provided the Participant is able to demonstrate, to the satisfaction of the
Committee, that he has suffered a Financial Hardship. A hardship distribution
request must be made on the form provided by the Committee and is subject to the
discretion of the Committee. The amount distributed cannot exceed the lesser of
(a) the aggregate of the Participant's Cash Deferral Account and Stock Deferral
Account, or (b) the amount necessary to satisfy the Participant's Financial
Hardship. No distribution may be made prior to the time the Committee approves
the distribution.
SECTION 9. DESIGNATION OF BENEFICIARIES. A Participant may designate
one or more Beneficiaries to receive the amounts payable from the Participant's
Stock Deferral Account and Cash Deferral Account under the Plan in the event of
such Participant's death. Such designations shall be made on forms provided by
the Committee. A Participant may from time to time change his designated
Beneficiaries, without the consent of such Beneficiaries, by filing a new
designation in writing with the Committee. The Company and Committee may rely
conclusively upon the Beneficiary designation last filed in accordance with the
terms of the Plan.
SECTION 10. AMENDMENTS TO THE PLAN; TERMINATION OF THE PLAN. The Board
of Directors or the Committee may amend, alter, suspend, discontinue or
terminate the Plan without the consent of any Participant; provided, however,
that no such amendment, alteration, suspension, discontinuation, or termination
of the Plan shall materially and adversely affect the rights of such Participant
with respect to payment of amounts previously credited to such Participant's
Stock Deferral Account and Cash Deferral Account. The Plan has no fixed
termination date.
SECTION 11. GENERAL PROVISIONS.
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(a) Limits on Transfer of Rights; Beneficiaries. No right or interest
of a Participant under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment by creditors of the Participant or his Beneficiary, or shall be
transferable by a Participant otherwise than by will or the laws of descent and
distribution; provided, however, that a Participant may designate a Beneficiary
in accordance with Section 9 to receive any payment under the Plan in the event
of death of the Participant. A Beneficiary, guardian, legal representative or
other person claiming any rights under the Plan from or through any Participant
shall be subject to all terms and conditions of the Plan applicable to such
Participant.
(b) Status of the Plan. The Plan is intended to be "unfunded" for
Federal income tax purposes. The Plan shall not cover any employee of the
Company and is not intended to be subject to ERISA. With respect to any payment
not yet made to a Participant under the Plan, nothing contained in the Plan
shall give a Participant any rights that are greater than those of a general
creditor of the Company.
(c) No Rights of a Shareholder. No Participant shall have any of the
rights or privileges of a shareholder of the Company as a result of the making
of an election under Section 5 of the Plan, or as a result of the establishing
of or crediting of any amounts to a Stock Deferral Account under the Plan, until
Stock is actually distributed to the Participant pursuant to Section 8 of the
Plan.
(d) No Right to Continued Election as a Director. Nothing contained in
the Plan shall confer, and no establishment of or crediting of any amounts to a
Stock Deferral Account or Cash Deferral Account shall be construed as
conferring, upon any Participant, any right to continue as a member of the Board
of Directors, or to interfere in any way with the right of the Company to
increase or decrease the amount of the Annual Fees, or any other compensation
payable to Non-Employee Directors.
(e) Plan Expenses. All expenses and costs incurred in connection with
the operation of the Plan shall be borne by the Company.
(f) Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan
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shall be determined in accordance with the laws of North Carolina, without
giving effect to principles of conflicts of laws.
(g) Interpretation. Whenever necessary or appropriate in the Plan,
where the context admits, the singular term and the related pronouns shall
include the plural and the masculine gender shall include the feminine gender.
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