Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On June 25, 2020, Martin Marietta Materials, Inc. ("Martin Marietta") adopted the Martin Marietta Nonqualified Deferred Cash Compensation Plan (the "Plan"). The Plan is an unfunded nonqualified deferred compensation program that provides designated key employees, including Martin Marietta's named executive officers, the opportunity to defer the payment of certain compensation.

Under the Plan, participants may elect each year to defer (1) up to 80% of annual base salary and (2) up to 100% of annual cash bonuses earned, less any amounts deferred under Martin Marietta's Incentive Stock Plan. The participants' elective deferrals are 100% vested immediately. The Plan does not provide for any employer contributions. During the deferral period, amounts deferred under the Plan will be credited or debited, as applicable, to reflect investment returns based on hypothetical investment options made available under the Plan.

Generally, distributions under the Plan will be paid in a lump sum or installments, as elected by the participant, in cash upon the earliest to occur of the following: (i) a change in control; (ii) separation from service; (iii) retirement; (iv) death; or (v) disability. In addition, the Plan provides participants the ability to request payment upon an unforeseeable emergency.

The description above is a summary and is qualified in its entirety by the terms of the Plan, which consists of (i) the base document, a copy of which is attached hereto as Exhibit 10.1 to this report and is incorporated herein by this reference, and (ii) the adoption agreement, a copy of which is attached hereto as Exhibit 10.2 to this report and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


  10.1        Martin Marietta Nonqualified Deferred Cash Compensation Plan

  10.2        Martin Marietta Adoption Agreement Nonqualified Deferred Cash
            Compensation Plan Adoption Agreement

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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