Letter Agreement Waiving Certain Post-Transaction Benefits – Martin Marietta Materials, Inc. and Employee
This letter agreement is between Martin Marietta Materials, Inc. and an employee. The employee agrees to waive rights to certain compensation and enhanced change of control benefits under their Employment Protection Agreement and the company's Supplemental Excess Retirement Plan if they resign without Good Reason during a specific 30-day period after the second anniversary of a proposed merger with Vulcan Materials Company. In exchange, the employee continues employment, and the company may amend relevant benefit plans to reflect this waiver.
Exhibit 10.1
December 15, 2011
Martin Marietta Materials, Inc.
2710 Wycliff Road
Raleigh, NC ###-###-####
By this letter agreement I hereby waive any right to receive any (1) compensation or benefits to which I would be entitled under my Employment Protection Agreement (“EPA”) dated between me and Martin Marietta Materials, Inc, (the “Company”) and (2) enhanced change of control benefits under the Company’s Amended and Restated Supplemental Excess Retirement Plan (“SERP”), if I terminate my employment with the Company without Good Reason (that otherwise would trigger the foregoing rights) during the 30 day period following the second anniversary of the consummation of the proposed transaction (including as such proposed transaction may be modified) to combine the Company with Vulcan Materials Company, as described in the Company’s Registration Statement on Form S-4 filed by the Company on December 12, 2011.
We agree that, in consideration of my continued employment, effective immediately this letter agreement amends the EPA, which otherwise shall continue in full force and effect; and that the Company may amend the SERP to implement the terms of this letter agreement.
| Very truly yours, | ||
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| Employee Name | ||
| ACCEPTED AND AGREED TO: | ||||
| MARTIN MARIETTA MATERIALS, INC. | ||||
| By: |
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| Name: | ||||
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