EXHIBIT 10.1

MARINE PRODUCTS CORPORATION

INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE STOCK OPTION AGREEMENT made as of the day of __________, 2___ (the "Grant Date"), between Marine Products Corporation, a Delaware corporation (hereinafter called the "Company"), and ((FNAME)) ((LNAME)), an employee of the Company or one or more of its subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to afford the Employee an opportunity to purchase shares of its Common Stock, par value $0.10 per share (hereinafter called the "Common Stock"), pursuant to the terms and provisions of the Company's 2004 Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and Employee's employment by the Company, the parties hereto agree as follows:

THE PLAN. This Option Agreement is made pursuant to and in accordance with the terms and provisions of the Plan. Anything in this Option Agreement to the contrary notwithstanding, the terms and provisions of the Plan, all of which are hereby incorporated herein by reference, shall be controlling in the event of any inconsistency herewith.

1. GRANT OF OPTION. The Company hereby irrevocably grants to the Employee the right and option (hereinafter called the "Option"), to purchase all or any part of an aggregate of _______ shares of Common Stock (subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions hereinafter set forth.

2. PURCHASE PRICE. The purchase price of the shares of Common Stock covered by the Option shall be $______ per share, which amount is at least 100% of fair market value of such shares at the date hereof, determined in accordance with the Plan, or 110% of such value if Employee owns more than 10% of the voting stock of the Company, calculated pursuant to applicable IRS regulations.

3. VESTING. No portion of the Option shall be exercisable prior to _____________; beginning on such date, the Option shall become exercisable as follows:

With respect to __ shares, on or after ______________;

With respect to __ shares, on or after ______________;

With respect to __ shares, on or after ______________;

With respect to __ shares, on or after ______________; and,

With respect to __ shares, on or after ______________.

4. TERM OF OPTION. To the extent vested pursuant to Section 3, each portion of the Option shall remain exercisable through the period ending ten (10) years after the date of the grant, subject to earlier termination as provided in Section 7 hereof.

5. ADMINISTRATION. Unless administration of the Plan is assumed by the Board of Directors of the Company, the Plan shall be administered by a committee of the Board of Directors of the Company constituted in accordance with the Plan, (hereinafter referred to as the "Committee".) The Committee is authorized and empowered to administer and interpret the Plan and this Option Agreement. Any interpretations of this Option Agreement or of the Plan made by the Committee shall be final and binding upon the parties hereto.

6. NON-TRANSFERABILITY. The Option shall not be assignable or transferable except by will or by the laws of descent and distribution and shall not be subject to execution, attachment or other process. Except as set forth in the Plan, during the lifetime of the Employee, the Option shall be exercisable only by the Employee. After the death of the Employee, the Option may be exercised prior to its termination as set forth in Section 7(b) hereof. Employee hereby agrees to retain ownership of, and to refrain from transferring, all shares of Common Stock obtained upon exercise of the Option for a period of twelve months after the date on which such Common Stock is obtained pursuant to the exercise of the Option; provided, however, that such twelve month transfer restriction shall be rescinded and shall no longer have any applicability following Employee's death, Normal Retirement (as defined in the Plan) or permanent Disability (as defined in the Plan). The Company may, at its discretion, place a legend to such effect on the certificates representing the shares of Common Stock obtained upon exercise of the option and issue appropriate stop transfer instructions to the Company's transfer agent.

7. TERMINATION. The Option may not be exercised by the Employee unless he/she, at the time of the exercise, shall have been in the continuous employ of the Company or a subsidiary thereof, in a position of equivalent or greater responsibility as on the Grant Date, except as follows:

(a) If, prior to the expiration of the Option, Employee's employment terminates by reason of permanent Disability (as defined in the Plan), Employee or his/her guardian may exercise the Option through the earlier of (i) such date of expiration, or (ii) one year after the date of termination of employment, to the extent that the Option was exercisable at the date of termination of employment.

(b) If Employee dies while in the employ of the Company or a subsidiary without having fully exercised the Option, the Option may be exercised prior to its expiration and within six (6) months of the date of death, to the extent the Option was exercisable at the date of death, by the legal

representative of the estate or by the legatee of the Employee under the Employee's will.

(c) If, prior to the expiration of the Option, Employee's employment terminates by reason of Normal or Early Retirement (as defined in the Plan), Employee may exercise the Option through the earlier of (i) such date of expiration, or (ii) one day less than three months after the Retirement date, to the extent the Option was exercisable at such Retirement date.

The termination of employment of an Employee for any reason shall not accelerate or otherwise affect the number of shares with respect to which the Option may be exercised.

8. CHANGE IN CAPITALIZATION. In the event of any merger, reorganization, consolidation, recapitalization, stock dividends, stock split or other changes in corporate structure affecting the Common Stock, such substitution or adjustment shall be made in the number and option price of shares subject to this Option as may be determined to be appropriate by the Committee, in its sole discretion. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board of Directors, whose determination in that respect shall be final, binding and conclusive. The Committee need not treat other optionees and/or options in the same manner as Employee and the Option are treated. In no case shall the Company be required to sell a fractional share of Common Stock, and the total adjustment as set forth above shall be limited accordingly.

9. METHOD OF EXERCISING THE OPTION. Subject to the vesting provisions of Section 3 hereof, the Employee may exercise the Option in full or in part by written notice to the Company, delivered in person to the Treasurer of the Company or mailed, by registered mail, return receipt requested, to the Company's principal office at Atlanta, Georgia, attention of the Treasurer of the Company; provided, however, that if exercised in part, the Option may not be exercised for fewer than 100 shares, unless the remaining balance of the Option is less than 100 shares, in which case the Option may be exercised for the remaining balance. The written notice shall state the Employee's intention to exercise the Option and the number of shares in respect to which it is being exercised and shall be signed by the Employee or a legatee or personal representative of the Employee, as applicable. Such notice shall be accompanied by payment of the full purchase price of the shares, and instructions shall be given as to the address to which the stock certificates shall be mailed. The purchase price for the shares as to which the Option shall be exercised from time to time shall be paid in full in cash and/or unrestricted shares of Common Stock already owned by the optionee for a period of at least six months, based, in each case, on the Fair Market Value (as defined in the Plan) of the shares on the date the Option is exercised, unless it

shall be determined by the Committee, at any time hereafter, in its sole discretion, that unrestricted shares of Common Stock are not a permissible form of payment with respect to the Option. No shares may be purchased if the Employee is not at the time of exercise in the employ of the Company, or a subsidiary, except as provided in Section 7.

10. REQUIREMENT OF LAW. If any law, regulation of the Securities and Exchange Commission, or any regulation of any other commission or agency having jurisdiction shall require the Company or the Employee to take any action with respect to the shares of Common Stock acquired by the exercise of the Option, then the date upon which the Company shall deliver or cause to be delivered the certificate or certificates for the shares of Common Stock shall be postponed until full compliance has been made with all such requirements or law or regulations. Further, at or before the time of the delivery of the shares with respect to which exercise of the Option has been made, the Employee shall, if requested by the Company, deliver to the Company his/her written statement that he/she intends to hold the shares so acquired by him on exercise of the Option for investment and not with a view to resale or other distribution thereof to the public. Further, in the event the Company shall determine that, in compliance with the Securities Act of 1933, as amended, or other applicable statute or regulation, it is necessary to register any of the shares of Common Stock with respect to which an exercise of the Option has been made, or to qualify any such shares for exemption from any of the requirements of the Securities Act of 1933, as amended, or other applicable statute or regulations, then the Company shall take such action at its own expense, but not until such action has been completed shall the Option shares be delivered to the Employee.

11. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to grant Employee the right to continued employment with the Company, to limit or restrict the right of the Company or any of its subsidiaries to terminate an Employee's employment at any time, with or without cause, or to increase or decrease the compensation of the Employee from the rate in existence at the date hereof.

12. INCENTIVE STOCK OPTION. The Option granted hereunder has been designated as an "Incentive Stock Option" pursuant to Section 422 of the Code (as defined in the Plan); provided, however, that to the extent that the Option fails for any reason to comply with the provisions of Section 422, it shall be treated as a Non-Qualified Stock Option (as defined in the Plan). The Company shall have no liability whatsoever to Employee in the event the Option fails for any reason to satisfy the requirements for Incentive Stock Options set forth in Section 422.

13. GOVERNING LAW. This Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with the Delaware

General Corporation Law, to the extent applicable, and in accordance with the laws of the State of Georgia in all other respects.

IN WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement to be duly executed by an authorized officer, and the Employee has hereunto set his/her hand, all as of the day and year first above written.

Marine Products Corporation

By:____________________________________
Its: President

EXHIBIT 10.2

MARINE PRODUCTS CORPORATION

TIME-LAPSE RESTRICTED STOCK AGREEMENT

TIME-LAPSE RESTRICTED STOCK AGREEMENT made as of the day of __________, 2___, between Marine Products Corporation, a Delaware corporation (hereinafter called the "Company"), and, ((FNAME)) ((LNAME)), an employee of the Company or one or more of its subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to grant to the Employee, as an incentive for Employee to promote the interests of the Company and its subsidiaries, shares of its Common Stock, par value $0.10 per share (hereinafter called the "Common Stock"), subject to certain continued employment vesting criteria, pursuant to the terms and provisions of the Company's 2004 Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and Employee's employment by the Company, the parties hereto agree as follows:

THE PLAN. This Agreement is made pursuant to and in accordance with the terms and provisions of the Plan. Anything in this Agreement to the contrary notwithstanding, the terms and provisions of the Plan, all of which are hereby incorporated herein by reference, shall be controlling in the event of any inconsistency herewith.

1. ADMINISTRATION. Unless administration of the Plan is assumed by the Board of Directors of the Company, the Plan shall be administered by a committee of the Board of Directors of the Company constituted in accordance with the Plan, (hereinafter referred to as the "Committee".) The Committee is authorized and empowered to administer and interpret the Plan and this Agreement. Any interpretations of this Agreement or of the Plan made by the Committee shall be final and binding upon the parties hereto.

2. GRANT OF TIME-LAPSE RESTRICTED STOCK. Effective as of __________, 2___ (the "Grant Date"), the Company hereby irrevocably grants to the Employee ______ shares of Common Stock, which shares are subject to satisfaction of the vesting requirements and the terms and conditions hereinafter set forth (such shares of Common Stock being hereinafter referred to in the aggregate as the "Time-Lapse Restricted Stock").

3. SERVICE/EMPLOYMENT. The shares of Time-Lapse Restricted Stock shall vest __ percent effective ___________, then __ percent annually thereafter, and will be fully vested by ____________ but only if, through each date, Employee shall have been in the continuous employ of the Company or a subsidiary thereof, in a position of equivalent or greater responsibility as on the Grant Date. If Employee's employment with the Company terminates at any time prior to the vesting pursuant to this
Section 3 of the Time-Lapse Restricted Stock issued hereunder, he or she shall forfeit all remaining Time-Lapse Restricted Stock, unless the Employee's employment terminates due to his or her death, Normal Retirement (as defined in

the Plan) or permanent Disability (as defined in the Plan), in which case a pro rata portion of such unvested Time-Lapse Restricted Stock (determined by dividing the total number of months elapsed from the Grant Date to the date of death, Normal Retirement or permanent Disability, as applicable, by 72 and multiplying the result by the aggregate amount of Time-Lapse Restricted Stock) shall vest immediately. The transfer of employment by Employee between the Company and a subsidiary thereof shall not be deemed a termination of employment under the Plan or this Agreement.

4. ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of the vesting periods referenced in Section 3 above, all shares of Time-Lapse Restricted Stock shall be held in escrow by the Company for the benefit of Employee. During such period, prior to any forfeiture of the shares, Employee shall receive all cash dividends declared with respect to the shares and shall have the right to exercise all voting rights with respect to the shares. At the discretion of the Company, any share certificates so held in escrow shall be inscribed with a legend referencing the transfer restrictions contained in this Agreement and any other applicable transfer restrictions. Any share certificates issued pursuant to a stock split or as dividends with respect to the Time-Lapse Restricted Stock held in escrow shall also be held in escrow on the same terms as the Time-Lapse Restricted Stock and shall be released at the same time as, and subject to the same risk of forfeiture as, the shares with respect to which they were issued. Any issued Time-Lapse Restricted Stock which the Employee does not forfeit pursuant to Section 3 above shall be transferred to the Employee free of any forfeiture conditions under the Plan or this Agreement as soon as practicable after the service vesting conditions under Section 3 above has been satisfied or no longer applies; provided, however, that if the Committee at any time before such transfer reasonably determines that the Employee might have violated any applicable criminal law, the Committee shall have the right to cause all of Employee's Time-Lapse Restricted Stock then held in escrow to be forfeited, without regard to whether (i) Employee has satisfied the service vesting condition set forth in Section 3 before the date the Committee makes such determination, or (ii) Employee's employment is (or might have been) terminated as a result of such conduct.

5. NON-TRANSFERABILITY. No Time-Lapse Restricted Stock granted pursuant to this Agreement shall be assignable or transferable, and such Time-Lapse Restricted Stock shall not be subject to execution, attachment or other process, until that date on which the Time-Lapse Restricted Stock vests pursuant to Section 3 above. Any attempt by the Employee to alienate, assign, pledge, hypothecate or otherwise dispose of the Employee's interest in this Agreement or any Restricted Stock prior to its becoming fully vested shall be ineffective and shall permit the Company to terminate this Agreement and cause the forfeiture of any unvested shares. The Company may, at its discretion, place a legend to such effect on the certificates representing the shares of Time-Lapse Restricted Stock and issue appropriate stop transfer instructions to the Company's transfer agent.

6. CHANGE IN CAPITALIZATION. In the event of any merger, reorganization, consolidation, or similar event, such substitution or adjustment shall be made in the shares subject to this Time-Lapse Restricted Stock award as may be determined to be

appropriate by the Committee, in its sole discretion, provided that the number of shares subject to any Award shall always be a whole number. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board of Directors, whose determination in that respect shall be final, binding and conclusive. The Committee need not treat other holders of Time-Lapse Restricted Stock in the same manner as Employee is treated.

7. REQUIREMENT OF LAW. If any law, regulation of the Securities and Exchange Commission, or any regulation of any other commission or agency having jurisdiction shall require the Company or the Employee to take any action prior to the issuance or release from escrow of any shares of Time-Lapse Restricted Stock, then the date upon which the Company shall deliver or cause to be issued or released from escrow the certificate or certificates for such shares of Time-Lapse Restricted Stock shall be postponed until full compliance has been made with all such requirements or law or regulations. Further, at or before the time of issuance of any shares of Time-Lapse Restricted Stock, the Employee shall, if requested by the Company, deliver to the Company his/her written statement that he/she intends to hold such shares for investment and not with a view to resale or other distribution thereof to the public. Further, in the event the Company shall determine that, in compliance with the Securities Act of 1933, as amended, or other applicable statute or regulation, it is necessary to register any of the shares of Time-Lapse Restricted Stock, or to qualify any such shares for exemption from any of the requirements of the Securities Act of 1933, as amended, or other applicable statute or regulations, then the Company shall take such action at its own expense, but not until such action has been completed shall the shares be issued in the name of the Employee.

8. WITHHOLDING. Employee shall have the right (absent any contrary action by the Committee) to elect that the minimum tax withholding requirements applicable to the receipt of any award pursuant to this Agreement be satisfied through a reduction in the number of shares of Time-Lapse Restricted Stock issued or transferred to him or her, and if the Employee so elects, the Committee shall have the right to reduce the number of shares of Time-Lapse Restricted Stock issued or transferred to the Employee in order to satisfy such minimum applicable tax withholding requirements.

9. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to grant Employee the right to continued employment with the Company or to limit or restrict the right of the Company or any of its subsidiaries to terminate an Employee's employment at any time, with or without cause, or to increase or decrease the compensation of the Employee from the rate in existence at the date hereof.

10. GOVERNING LAW. This Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, and in accordance with the laws of the State of Georgia in all other respects.

IN WITNESS WHEREOF, the Company has caused this Time-Lapse Restricted Stock Agreement to be duly executed by an authorized officer, and the Employee has hereunto set his/her hand, all as of the day and year first above written.

Marine Products Corporation

By:_________________________________________
Its: President

EXHIBIT 10.3

MARINE PRODUCTS CORPORATION

PERFORMANCE RESTRICTED STOCK AGREEMENT

PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the day of __________, 2___, between Marine Products Corporation, a Delaware corporation (hereinafter called the "Company"), and (Employee Name), an employee of the Company or one or more of its subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to grant to the Employee, as an incentive for Employee to promote the interests of the Company and its subsidiaries, the right to receive shares of its Common Stock, par value $0.10 per share (hereinafter called the "Common Stock"), subject to certain performance and continued employment vesting criteria, pursuant to the terms and provisions of the Company's 2004 Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and Employee's employment by the Company, the parties hereto agree as follows:

THE PLAN. This Agreement is made pursuant to and in accordance with the terms and provisions of the Plan. Anything in this Agreement to the contrary notwithstanding, the terms and provisions of the Plan, all of which are hereby incorporated herein by reference, shall be controlling in the event of any inconsistency herewith.

1 ADMINISTRATION. Unless administration of the Plan is assumed by the Board of Directors of the Company, the Plan shall be administered by a committee of the Board of Directors of the Company constituted in accordance with the Plan, (hereinafter referred to as the "Committee".) The Committee is authorized and empowered to administer and interpret the Plan and this Agreement. Any interpretations of this Agreement or of the Plan made by the Committee shall be final and binding upon the parties hereto.

2. GRANT OF PERFORMANCE RESTRICTED STOCK. Effective as of ___ __, 2___ (the "Grant Date"), the Company hereby irrevocably grants to the Employee the right to receive the following (Grant Amount) grants of shares of Common Stock, subject to satisfaction of the vesting requirements and the terms and conditions hereinafter set forth in Section 3 below (such shares of Common Stock being hereinafter referred to in the aggregate as the "Performance Restricted Stock"):

-------------------- ------------------------ ---------------------- -----------------------
       Grant                  # of                Average Stock              Normal
                             Shares              Price Condition           Award Date
-------------------- ------------------------ ---------------------- -----------------------
         1                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         2                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         3                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         4                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         5                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
   Total Shares
-------------------- ------------------------ ---------------------- -----------------------

3. STOCK PERFORMANCE. No Performance Restricted Stock will be issued pursuant to any of the aforementioned grants unless and until the performance criteria set forth below in this Section 3 with respect to such grant have been satisfied:

(a) With respect to the ___ grant(s), the Average Closing Price (defined to be the average closing price of the Common Stock on the New York Stock Exchange for 10 consecutive trading days occurring from and after the Grant Date) must equal or exceed the Average Stock Price Condition for such grant (as disclosed in the table in Section 2 above) on or before ______.

(b) With respect to grant(s) ________, the Average Closing Price must equal or exceed the Average Stock Price Condition for such grant at some point within the twelve month period beginning on the earlier to occur of (i) the Normal Award Date for such grant (as disclosed in the table in Section 2 above), or (ii) the date that the Average Closing Price first equaled or exceeded the Average Stock Price Condition with respect to the next previous grant.

(c) With respect to grant(s) _________, the Average Closing Price must equal or exceed the Average Stock Price Condition for such grant on or before ___________________.

Subject to the provisions hereof and of the Plan, as soon as practicable after the performance conditions set forth above have been satisfied with respect to any grant the Performance Restricted Stock pertaining to such grant shall be issued in the name of Employee and held in escrow by the Company in accordance with Section 6 hereof. The date on which the Company becomes obligated to issue shares of Performance Restricted Stock with respect to any grant hereunder pursuant to the terms of this Section 3 is hereinafter referred to as the "Obligation Date" with respect to such Performance Restricted Stock. Should the Employee's employment with the Company terminate for any reason prior to the Obligation Date of any Performance Restricted Stock that is the subject of this Agreement, such Performance Restricted Stock shall not be issued and all rights hereunder with respect to such Performance Restricted Stock shall be forfeited.

With respect to each grant, if the Average Closing Price does not equal or exceed the Average Stock Price Condition for such grant within the required time period, the shares of Performance Restricted Stock to which the grant pertains shall not be issued; provided, however, that if the Average Closing Price equals or exceeds the Average Stock Price Condition with respect to grant(s) ___ at any time on or before ___________, all shares of Performance Restricted Stock pertaining to all _____ grants made pursuant to this Agreement shall be issued in accordance

with the provisions of the foregoing paragraph hereof. If the Average Closing Price does not equal or exceed the Average Stock Price Condition with respect to grant(s) ____ at any time on or before _________, all shares of Performance Restricted Stock pertaining to grants made pursuant to this Agreement which have not previously been issued shall be forfeited by Employee.

4. SERVICE/EMPLOYMENT. Once issued in accordance with Section 3 above, each Performance Restricted Stock award shall vest upon that date which is the earlier of (a) the _______ anniversary of the Obligation Date applicable to such award, or (b) the date Employee reaches age 65, but only if, through such date, Employee shall have been in the continuous employ of the Company or a subsidiary thereof, in a position of equivalent or greater responsibility as on the Grant Date. If Employee's employment with the Company terminates at any time prior to the vesting pursuant to this Section 4 of any Performance Restricted Stock issued in his or her name, he or she shall forfeit all such unvested Performance Restricted Stock, unless the Employee's employment terminates due to his or her death or permanent disability (as determined by the Committee in accordance with the Plan), in which case any such unvested Performance Restricted Stock shall vest immediately. Any Performance Restricted Stock that is issued pursuant to Section 3 after age 65, but before Retirement (as defined in the Plan), shall vest immediately upon the issuance thereof. The transfer of employment by Employee between the Company and a subsidiary thereof shall not be deemed a termination of employment under the Plan or this Agreement.

5. ESCROW: DIVIDENDS AND VOTING RIGHTS. Prior to the completion of the vesting period referenced in Section 4 above, all issued (earned) shares of Performance Restricted Stock shall be held in escrow by the Company for the benefit of Employee. During such period, prior to any forfeiture of the shares, Employee shall receive all cash dividends declared with respect to the shares and shall have the right to exercise all voting rights with respect to the shares. At the discretion of the Company, any share certificates so held in escrow shall be inscribed with a legend referencing the transfer restrictions contained in this Agreement and any other applicable transfer restrictions. Any share certificates issued pursuant to a stock split or as dividends with respect to the Performance Restricted Stock held in escrow shall also be held in escrow on the same terms as the Performance Restricted Stock and shall be released at the same time as, and subject to the same risk of forfeiture as, the shares with respect to which they were issued. Any issued Performance Restricted Stock which the Employee does not forfeit pursuant to Section 4 above shall be transferred to the Employee free of any forfeiture conditions under the Plan or this Agreement as soon as practicable after the service vesting condition under Section 4 above has been satisfied or no longer applies; provided, however, that if the Committee at any time before such transfer reasonably determines that the Employee might have violated any applicable criminal law, the Committee shall have the right to cause all of Employee's Performance Restricted Stock then held in escrow to be forfeited, without regard to whether (i) Employee has satisfied the service vesting condition set forth in Section 4 before the date the Committee makes such determination, or (ii) Employee's employment is (or might have been) terminated as a result of such conduct.

6. NON-TRANSFERABILITY. No rights granted pursuant to this Agreement shall be assignable or transferable, and such rights shall not be subject to execution, attachment or other process until that date on which the Performance Restricted Stock vests pursuant to Section 4. The Company may, at its discretion, place a legend to such effect on the

certificates representing the shares of Performance Restricted Stock and issue appropriate stop transfer instructions to the Company's transfer agent.

7. CHANGE IN CAPITALIZATION. In general, if the Company is merged into or consolidated with another corporation under circumstances in which the Company is not the surviving corporation, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets to another corporation (any such merger, consolidation, etc. being hereinafter referred to as a "Non-Acquiring Transaction") while the Performance Restricted Stock is outstanding under the Plan, after the effective date of a Non-Acquiring Transaction Employee shall be entitled to receive such stock or other securities as the holders of the same class of stock as the Performance Restricted Stock shall be entitled to receive in such Non-Acquiring Transaction based upon the agreed upon conversion ratio or per share distribution. However, in the discretion of the Board of Directors, any vesting restrictions on the Performance Restricted Stock may continue in full force and effect, subject to whatever adjustments the Board of Directors deems appropriate. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board of Directors, whose determination in that respect shall be final, binding and conclusive. The Committee need not treat other holders of Performance Restricted Stock in the same manner as Employee is treated.

8. REQUIREMENT OF LAW. If any law, regulation of the Securities and Exchange Commission, or any regulation of any other commission or agency having jurisdiction shall require the Company or the Employee to take any action prior to the issuance or release from escrow of any shares of Performance Restricted Stock, then the date upon which the Company shall deliver or cause to be issued or released from escrow the certificate or certificates for such shares of Performance Restricted Stock shall be postponed until full compliance has been made with all such requirements or law or regulations. Further, at or before the time of issuance of any shares of Performance Restricted Stock, the Employee shall, if requested by the Company, deliver to the Company his/her written statement that he/she intends to hold such shares for investment and not with a view to resale or other distribution thereof to the public. Further, in the event the Company shall determine that, in compliance with the Securities Act of 1933, as amended, or other applicable statute or regulation, it is necessary to register any of the shares of Performance Restricted Stock, or to qualify any such shares for exemption from any of the requirements of the Securities Act of 1933, as amended, or other applicable statute or regulations, then the Company shall take such action at its own expense, but not until such action has been completed shall the shares be issued in the name of the Employee.

9. WITHHOLDING. Employee shall have the right (absent any contrary action by the Committee and subject to satisfying the requirements, if any, of Rule 16b-3 promulgated pursuant to Section 16 of the Securities Exchange Act of 1934, as amended) to elect that the minimum tax withholding requirements applicable to the receipt of any award pursuant to this Agreement be satisfied through a reduction in the number of shares of Performance Restricted Stock issued or transferred to him or her, and the Committee shall have the right to reduce the number of shares of Performance Restricted Stock issued or transferred to the Employee in order to satisfy such minimum applicable tax withholding requirements.

10. NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to grant Employee the right to continued employment with the Company or to limit or restrict the right of the Company or any of its subsidiaries to terminate an Employee's employment at any time, with or without cause, or to increase or decrease the compensation of the Employee from the rate in existence at the date hereof.

11. GOVERNING LAW. This Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, and in accordance with the laws of the State of Georgia in all other respects.

IN WITNESS WHEREOF, the Company has caused this Performance Restricted Stock Agreement to be duly executed by an authorized officer, and the Employee has hereunto set his/her hand, all as of the day and year first above written.

Marine Products Corporation