MARINE PRODUCTS CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

| o | Preliminary
Proxy Statement |
| --- | --- |
| o | Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
| x | Definitive
Proxy Statement |
| o | Definitive
Additional Materials |
| o | Soliciting
Material Pursuant to §240.14a-12 |

| MARINE
PRODUCTS CORPORATION |
| --- |
| (Name
of Registrant as Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |

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MARINE PRODUCTS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

2801 Buford Highway, Suite 520, Atlanta, Georgia 30329

TO THE HOLDERS OF THE COMMON STOCK:

PLEASE TAKE NOTICE that the 2009 Annual Meeting of Stockholders of Marine Products Corporation, a Delaware corporation (“Marine Products” or the “Company”), will be held at 2170 Piedmont Road, NE, Atlanta, Georgia 30324, on Tuesday, April 28, 2009, at 12:00 Noon, or any adjournment thereof, for the following purposes:

| 1. | To
elect the four Class II nominees identified in the attached proxy
statement to the Board of Directors; and |
| --- | --- |
| 2. | To
transact such other business as may properly come before the meeting or
any adjournment thereof. |

The Proxy Statement dated March 20, 2009 is attached.

The Board of Directors has fixed the close of business on February 27, 2009 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

Stockholders who do not expect to be present at the meeting are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is mailed in the United States.

The Proxy Statement and 2008 Annual Report are available at www.edocumentview.com/MPX

| BY
ORDER OF THE BOARD OF DIRECTORS |
| --- |
| ● |
| Linda
H. Graham, Secretary |

Atlanta, Georgia

March 20, 2009

PROXY STATEMENT

This Proxy Statement and a form of proxy were first mailed to stockholders on or about March 20, 2009. The following information concerning the enclosed proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 28, 2009, is submitted by the Company to the stockholders in connection with the solicitation of proxies on behalf of the Company’s Board of Directors.

SOLICITATION OF AND POWER TO REVOKE PROXY

A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the Company will be voted in favor of the candidates for election to the Board of Directors.

A stockholder executing and delivering a proxy has power to revoke the same and the authority thereby given at any time prior to the exercise of such authority, if he so elects, by contacting either proxy holder or by attending the meeting and voting in person. However, a beneficial stockholder who holds his shares in street name must secure a proxy from his broker before he can attend the meeting and vote.

CAPITAL STOCK

The outstanding capital stock of the Company on February 27, 2009 consisted of 36,902,490 shares of Common Stock, par value $0.10 per share. Holders of Common Stock are entitled to one vote (non-cumulative) for each share of such stock registered in their respective names at the close of business on February 27, 2009, the record date for determining stockholders entitled to notice of, and to vote at the meeting or any adjournment thereof.

A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. In accordance with the General Corporation Law of the state of Delaware, the election of the nominees named herein as Directors will require the affirmative vote of a plurality of the votes cast by the holders of shares of Company Common Stock entitled to vote in the election provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast for each nominee, with those nominees receiving the most votes being elected, and hence only votes for director nominees (and not abstentions or broker non-votes) are relevant to the outcome. In this case, the four nominees receiving the most votes will be elected. Abstentions will have the effect of a vote against that proposal and broker non-votes will be disregarded and will have no effect on that proposal. There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this Proxy Statement. It is expected that shares held of record by officers and directors of the Company, which in the aggregate represent approximately 73.2 percent of the outstanding shares of Common Stock, will be voted for the nominees for directors.

The executives named in the Summary Compensation Table, and the name and address of each stockholder (or “group” as that term is used in Section 13(d)(3) of the Exchange Act) who owned beneficially five percent (5%) or more of the shares of Common Stock of the Company on February 27, 2009, together with the number of shares owned by each such person and the percentage of outstanding shares that ownership represents, and information as to Common Stock ownership of the directors and executive officers of the Company as a group (according to information received by the Company), are set out below:

| Name
and Address of Beneficial Owner — R.
Randall Rollins | 23,782,259 | (2) | 63.7 |
| --- | --- | --- | --- |
| Chairman
of the Board | | | |
| 2170
Piedmont Road, NE | | | |
| Atlanta,
Georgia | | | |
| Gary
W. Rollins | 23,810,208 | (3) | 63.7 |
| President
and Chief Executive Officer, Rollins, Inc. | | | |
| 2170
Piedmont Road, NE | | | |
| Atlanta,
Georgia | | | |
| Richard
A. Hubbell | 1,241,587 | (4) | 3.3 |
| President
and Chief Executive Officer | | | |
| 2801
Buford Highway, Suite 520 | | | |
| Atlanta,
Georgia | | | |
| James
A. Lane, Jr. | 409,029 | (5) | 1.1 |
| Executive
Vice President and President, Chaparral Boats, Inc. | | | |
| 2801
Buford Highway, Suite 520 | | | |
| Atlanta,
Georgia | | | |
| Ben
M. Palmer | 299,484 | (6) | ** |
| Vice
President, Chief Financial Officer and Treasurer | | | |
| 2801
Buford Highway, Suite 520 | | | |
| Atlanta,
Georgia | | | |
| Linda
H. Graham | 293,086 | (7) | ** |
| Vice
President and Secretary | | | |
| 2170
Piedmont Road, NE | | | |
| Atlanta,
Georgia | | | |
| All
Directors and Executive Officers as a group | 27,467,103 | (8) | 73.5 |
| (10
persons) | | | |

| ** | Less
than one percent |
| --- | --- |
| (1) | Except
as otherwise noted, the nature of the beneficial ownership for all shares
is sole voting and investment power. |
| (2) | Includes
106,920 shares of Company Common Stock held as Trustee, Guardian, or
Custodian for his children. Also includes 109,276 shares of Company Common
Stock in two trusts of which he is Co-Trustee and as to which he shares
voting and investment power. Also includes 22,654,279 shares of Company
Common Stock held by RFPS Management Company III, L.P. of which RFA
Management Company, LLC (“General Partner”), a Georgia limited liability
company, is the general partner. The voting interests of the General
Partner are held by two revocable trusts, one of which each of Mr.Gary W.
Rollins or Mr. R. Randall Rollins is the grantor and sole trustee. LOR,
Inc. is the manager of the General Partner. Mr. R. Randall Rollins and Mr.
Gary W. Rollins have voting control of LOR, Inc. Included herein are
105,000 shares of restricted stock awards for Company Common Stock. This
also includes 31,497 shares of Company Common Stock held by his wife, as
to which Mr. Rollins disclaims any beneficial interest. Mr. Rollins is
part of a control group holding shares of the Company that includes Mr.
Gary W. Rollins, as disclosed on a Schedule 13D on file with the U.S.
Securities and Exchange Commission. |
| (3) | Includes
109,276 shares of Company Common Stock in two trusts of which he is
Co-Trustee and as to which he shares voting and investment power. Also
includes 22,654,279 shares of Company Common Stock held by RFPS Management
Company III, L.P. of which RFA Management Company, LLC (“General
Partner”), a Georgia limited liability company, is the general partner.
The voting interests of the General Partner are held by two revocable
trusts, one of which each of Mr. Gary W. Rollins or Mr. R. Randall Rollins
is the grantor and sole trustee. LOR, Inc. is the manager of the General
Partner. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting
control of LOR, Inc. This also includes 135,004 shares of Company Common
Stock held by his wife, as to which Mr. Rollins disclaims any beneficial
interest. Mr. Rollins is part of a control group holding shares of the
Company that includes Mr. R. Randall Rollins, as disclosed on a Schedule
13D on file with the U.S. Securities and Exchange
Commission. |
| (4) | Includes
348,750 shares of Company Common Stock subject to options that are
currently exercisable or that become exercisable within 60 days of
February 27, 2009, and 112,200 shares of restricted stock awards for
Company Common
Stock. |

| (5) | Includes
84,500 shares of restricted stock awards for Company Common
Stock. |
| --- | --- |
| (6) | Includes
67,500 shares of Company Common Stock subject to options that are
currently exercisable or that become exercisable within 60 days of
February 27, 2009, and 61,800 shares of restricted stock awards for
Company Common Stock. |
| (7) | Includes
45,000 shares of Company Common Stock subject to options that are
currently exercisable or that become exercisable within 60 days of
February 27, 2009, and 36,000 shares of restricted stock awards for
Company Common Stock. |
| (8) | Shares
held in trusts as to which more than one officer and/or director are
Co-Trustees or entities in which there is common ownership have been
included only once. Includes an aggregate of 461,250 shares of Company
Common Stock that may be purchased by three executive officers upon
exercise of options that are currently exercisable or that become
exercisable within 60 days of February 27, 2009, and 399,500 shares of
restricted stock grants for Company Common Stock awarded and issued to
five executive officers pursuant to the Company’s 2001 Employee Stock
Incentive Plan and the 2004 Stock Incentive
Plan. |

ELECTION OF DIRECTORS

At the Annual Meeting, Messrs. Richard A. Hubbell, Bill J. Dismuke, Larry L. Prince and Ms. Linda H. Graham will be nominated to serve as Class II directors. The nominees for election at the 2009 Annual Meeting are all now directors of the Company, except for Mr. Prince who was recommended to the Nominating and Governance Committee as a director candidate by our Chairman. The directors in each class serve for a three-year term. The director nominees will serve in their respective class until their successors are elected and qualified. Six other individuals serve as directors but are not standing for re-election because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company’s Bylaws that provide for the election of directors for staggered terms, with each director serving a three-year term. Unless authority is withheld, the proxy holders will vote for the election of each nominee named below. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as a director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the present Board of Directors and recommended by the Nominating and Governance Committee, to fill such vacancy.

The name and age of each of the director nominees, his or her principal occupation, together with the number of shares of Common Stock beneficially owned, directly or indirectly, by him or her and the percentage of outstanding shares that ownership represents, all as of the close of business on February 27, 2009 (according to information received by the Company), are set out below. Similar information is also provided for those directors whose terms expire in future years.

| Names
of Directors | Principal Occupation (1) | Service
as Director | Age | Shares
of Common Stock (2) | | Percent
of Outstanding Shares |
| --- | --- | --- | --- | --- | --- | --- |
| Names
of Director Nominees | | | | | | |
| Class
II (Current Term Expires 2009, New Term Will Expire
2012) | | | | | | |
| Richard
A. Hubbell | President
and Chief Executive Officer of the Company; President and Chief Executive
Officer of RPC, Inc. (oil and gas services) effective April 22, 2003;
President and Chief Operating Officer of RPC, Inc. from 1987 to April 21,
2003. | 2001
to date | 64 | 1,241,587 | (3) | 3.3 |
| Linda
H. Graham | Vice
President and Secretary of the Company since 2001; Vice President and
Secretary of RPC, Inc. (oil and gas services) since 1987. | 2001
to date | 72 | 293,086 | (4) | ** |
| Bill
J. Dismuke | Retired President of
Edwards Baking Company (manufacturer of pies and
pie parts). | January
25, 2005
to date | 72 | 1,500 | | ** |
| Larry
L. Prince | Chairman
of the Executive Committee of the Board of Directors of Genuine Parts
Company (automotive parts distributor). | To
be elected | 70 | — | | ** |
| Names
of Directors Whose Terms Have Not Expired | | | | | | |
| Class
III (Term Expires 2010) | | | | | | |
| Wilton
Looney | Honorary
Chairman of the Board, Genuine Parts Company (automotive parts
distributor). | 2001
to date | 89 | 1,620 | | ** |
| Gary W. Rollins (5) | President
and Chief Executive Officer of Rollins, Inc. (consumer
services). | 2001
to date | 64 | 23,810,208 | (6) | 63.7 |
| James
A. Lane, Jr. | Executive
Vice President of the Company and President of Chaparral Boats,
Inc. | 2001
to date | 66 | 409,029 | (7) | 1.1 |

| Names
of Directors | Principal Occupation (1) | Service
as Director | Age | Shares
of Common Stock (2) | | Percent
of Outstanding Shares |
| --- | --- | --- | --- | --- | --- | --- |
| Class
I (Term Expires 2011) | | | | | | |
| R. Randall Rollins (5) | Chairman
of the Board; Chairman of the Board of RPC, Inc. (oil and gas services)
effective April 22, 2003; Chairman of the Board and Chief Executive
Officer of RPC, Inc. prior to April 22, 2003; Chairman of the Board of
Rollins, Inc. (consumer services). | 2001
to date | 77 | 23,782,259 | (8) | 63.7 |
| Henry
B. Tippie | Presiding
Director of the Company; Chairman of the Board and Chief Executive Officer
of Tippie Services, Inc. (management services); Chairman of the Board of
Dover Downs Gaming and Entertainment, Inc. (operator of multi-purpose
gaming and entertainment complex) and Chairman of the Board of Dover
Motorsports, Inc. (operator of motor racing tracks). | 2001
to date | 82 | 363,501 | (9) | 1.0 |
| James
B. Williams | Chairman
of the Executive Committee, SunTrust Banks, Inc. (bank holding company)
from 1998 to April 2004. | 2001
to date | 76 | 54,000 | | ** |

| ** | Less
than one percent |
| --- | --- |
| (1) | Unless
otherwise noted, each of the directors has held the positions of
responsibility set out in this column (but not necessarily his or her
present title) for more than five years. In addition to the directorships
listed in this column, the following individuals also serve on the Boards
of Directors of the following companies: James B. Williams: The Coca-Cola
Company; R. Randall Rollins: Dover Downs Gaming and Entertainment, Inc.
and Dover Motorsports, Inc.; Gary W. Rollins: Genuine Parts Company and
Emory University; Larry L. Prince: Genuine Parts Company, Crawford &
Company and SunTrust Banks, Inc. All of the directors shown in the above
table are also directors of RPC, Inc. (“RPC”) and with the exception of
Messrs. Hubbell and Lane and Ms. Graham, are also directors of Rollins,
Inc. (“Rollins”). In addition, Mr. Prince has been nominated for election
to the Board of Directors of RPC and Rollins. |
| (2) | Except
as otherwise noted, the nature of the beneficial ownership for all shares
is sole voting and investment power. |
| (3) | See
information contained in footnote (4) to the table appearing in Capital
Stock section. |
| (4) | See
information contained in footnote (7) to the table appearing in Capital
Stock section. |
| (5) | R.
Randall Rollins and Gary W. Rollins are brothers. |
| (6) | See
information contained in footnote (3) to the table appearing in Capital
Stock section. |
| (7) | See
information contained in footnote (5) to the table appearing in Capital
Stock section. |
| (8) | See
information contained in footnote (2) to the table appearing in Capital
Stock section. |
| (9) | Includes
25,596 shares held in trusts of which he is a Trustee or Co-Trustee and as
to which he shares voting and investment power, with respect to which he
disclaims beneficial interest. Also includes shares held by a wholly owned
corporation that owns 405
shares. |

Our Board of Directors recommends a vote FOR the nominees listed.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS,

COMMITTEES AND MEETINGS

Board Meetings

The Board of Directors met five times during the fiscal year ended December 31, 2008. No director attended fewer than 75 percent of the aggregate of all Board meetings and meetings of committees on which he or she served during 2008. Board members are encouraged to attend the Company’s Annual Stockholder Meetings and all Board members were in attendance at last year’s meeting.

The Board of Directors has an Audit Committee, a Compensation Committee, a Diversity Committee and a Nominating and Governance Committee.

| Board
of Directors | Audit Committee | Compensation Committee | Diversity Committee | Nominating
& Governance Committee |
| --- | --- | --- | --- | --- |
| R. Randall
Rollins (1) | | | | Member |
| Henry B. Tippie (2) | Chair | Chair | Chair | Chair |
| Wilton Looney (2) | Member | Member | Member | Member |
| James B.
Williams (2) | Member | Member | Member | Member |
| Bill J. Dismuke (2) | Member | | | |
| Gary
W. Rollins | | | | Member |
| Richard A. Hubbell (3) | | | | Member |

| (1) | Chairman
of the Board of Directors |
| --- | --- |
| (2) | Financial
Expert |
| (3) | President
and Chief Executive
Officer |

Audit Committee

The Audit Committee of the Board of Directors of the Company consists of Henry B. Tippie (Chairman), Wilton Looney, James B. Williams and Bill J. Dismuke all of whom are independent, as discussed below. The Audit Committee held five meetings during the fiscal year ended December 31, 2008. The Board of Directors has determined that all of the Audit Committee members are independent as that term is defined by the rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). The Board of Directors has also determined that all of the Audit Committee members are “Audit Committee Financial Experts” as defined in the SEC rules. Additionally, the Board of Directors has determined that the simultaneous service by Mr. James B. Williams on the Audit Committees of three other publicly traded companies does not impair his ability to effectively serve on the Audit Committee of Marine Products. The Audit Committee meets with the Company’s independent registered public accountants, internal auditor, Chief Executive Officer and Chief Financial Officer to review the scope and results of audits and recommendations made with respect to controls over financial reporting and specific accounting and financial reporting issues. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for outside legal, accounting or other advisors as it deems necessary to carry out its duties. The Audit Committee charter is available on the Company’s website at www.marineproductscorp.com under the Governance section. A written copy of the charter can be obtained free of charge by writing to the Secretary, Marine Products Corporation, 2170 Piedmont Road, NE, Atlanta, Georgia 30324.

Compensation Committee

The Compensation Committee of the Board of Directors of the Company consists of Henry B. Tippie (Chairman), Wilton Looney, and James B. Williams. It held two meetings during the fiscal year ended December 31, 2008. The function of the Compensation Committee is to review the base salary and cash based incentive compensation for all of the executive officers, and to administer the compensation of James A. Lane, Jr. in accordance with the Performance-Based Compensation Agreement. The Compensation Committee also administers the Company’s 2001 Employee Stock Incentive Plan and the 2004 Stock Incentive Plan. The Compensation Committee does not have a formal charter, and is not required to have one under the “controlled company” exemption under the NYSE rules, as described in the section titled “Director Independence and NYSE requirements” below.

Diversity Committee

The Diversity Committee of the Board of Directors of the Company consists of Henry B. Tippie (Chairman), Wilton Looney, and James B. Williams. It held one meeting during the fiscal year ended December 31, 2008. The function of the Diversity Committee is to monitor compliance with applicable non-discrimination laws.

Nominating and Governance Committee

The Nominating and Governance Committee of the Board of Directors of the Company consists of Henry B. Tippie (Chairman), Wilton Looney, and James B. Williams, all of whom are independent, as discussed more fully under “Director Independence and NYSE Requirements.” The Committee was formed in 2002 pursuant to a resolution passed by the Board of Directors for the following purposes:

| ● | to
recommend to the Board of Directors nominees for director and to consider
any nominations properly made by a stockholder; |
| --- | --- |
| ● | upon
request of the Board of Directors, to review and report to the Board with
regard to matters of corporate governance; and |
| ● | to
make recommendations to the Board of Directors regarding the agenda for
Annual Stockholders Meetings and with respect to appropriate action to be
taken in response to any stockholder
proposals. |

The Nominating and Governance Committee held one meeting during the fiscal year ended December 31, 2008.

Director Nominations

Under Delaware law, there are no statutory criteria or qualifications for directors. No criteria or qualifications have been prescribed by the Board at this time. The Nominating and Governance Committee does not have a charter or a formal policy with regard to the consideration of director candidates. However, it acts under the guidance of the Corporate Governance Guidelines approved by the Board of Directors and posted on the Company’s website at www.marineproductscorp.com under the Governance section. A written copy of the Corporate Governance Guidelines can be obtained free of charge by writing to the Secretary, Marine Products Corporation, 2170 Piedmont Road, NE, Atlanta, Georgia 30324. The Board believes that it should preserve maximum flexibility in order to select directors with sound judgment and other desirable qualities. According to the Company’s Corporate Governance Guidelines, the Board of Directors will be responsible for selecting nominees for election to the Board of Directors. The Board delegates the screening process to the Nominating and Governance Committee. This Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of the then current make-up of the Board. This determination takes into account all factors which the Committee considers appropriate, such as independence, experience, strength of character, mature judgment, technical skills, diversity, age and the extent to which the individual would fill a present need on the Board. The Company’s Bylaws provide that nominations for the election of directors may be made by any stockholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires, with respect to nominations for directors for election at an annual meeting, that written notice be addressed to: Secretary, Marine Products Corporation, 2170 Piedmont Road, NE, Atlanta, Georgia 30324, not less than ninety days prior to the anniversary of the prior year’s annual meeting and set forth the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other requirements related to the notice are contained in the Company’s Bylaws. The Committee will consider nominations from stockholders that satisfy these requirements. The Committee is responsible for screening the nominees that are selected by the Board of Directors for nomination to the Board and for service on committees of the Board. To date, the Company has not received a recommendation for a director nominee from a stockholder. All of the nominees for directors being voted upon at the Annual Meeting to be held on April 28, 2009 are directors standing for re-election, except for Mr. Prince. Mr. Prince was recommended to the Committee as a nominee by our Chairman.

Director Independence and NYSE Requirements

Controlled Company Exemption

The Company is not required by law or NYSE listing requirements to have a Nominating or Compensation Committee composed of independent directors, nor to have a Board of Directors, the majority of which are independent. Because the Company is a “controlled corporation,” as defined by NYSE Rule 303A.00, the Company is exempt from NYSE Rules 303A.01, 303A.04 and 303A.05 and does not undertake compliance with those provisions. The Company is a “controlled corporation” because a group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother, Gary W. Rollins, who is also a director and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power.

The Company’s Audit Committee is composed of four “independent” directors as defined by the Company’s Corporate Governance Guidelines, the NYSE rules, the Securities Exchange Act of 1934, SEC regulations thereunder, and the Company’s Audit Committee Charter. All of the members of the Compensation, Diversity and Nominating and Governance Committees are also independent directors. The independent directors of the Company are Henry B. Tippie, Wilton Looney, James B. Williams and Bill J. Dismuke. In addition, if elected, Mr. Prince will also be an independent director of the Company.

Independence Guidelines

Under NYSE listing standards, to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The NYSE standards set forth a nonexclusive list of relationships which are conclusively deemed material.

The Company’s Independence Guidelines (Appendix A to the Company’s Corporate Governance Guidelines) are posted on the Company’s website at www.marineproductscorp.com under the Governance section. These independence guidelines provide that to be independent, a director must not have any relationship that would be considered material under NYSE Standards. In addition, the Company’s Guidelines provide that, except in special circumstances as determined by a majority of the Board, the following relationships are not material:

| (i) | If
the director, or a member of the director’s immediate family, has received
less than one hundred twenty thousand dollars (US $120,000) in direct
compensation from the Company (other than director and committee fees and
compensation for prior service which are not contingent in any way on
continued services) during every 12 month period within the past three (3)
years; |
| --- | --- |
| (ii) | If
the director is a director or officer, or any member of the director’s
immediate family is a director or officer of a bank to which the Company
is indebted, and the total amount of the indebtedness does not exceed one
percent (1%) of the total assets of the bank for any of the past three (3)
years; |
| (iii) | If
the director or any member of the director’s immediate family serves as an
officer, director, trustee or primary spokesperson of a charitable or
educational organization, and donations by the Company do not exceed the
greater of one million dollars (US $1,000,000) or two percent (2%) of the
organization’s consolidated gross revenues within the preceding three (3)
years; |
| (iv) | If
the director has a relationship with the Company of a type covered by item
404(a) and/or item 407 of the Securities and Exchange Commission’s
Regulation S-K (or any successor regulation), and that relationship need
not, according to the terms of those items and any then-current proxy
regulations, be disclosed in the Company’s annual Proxy Statement (except
for relationships described elsewhere in the Company’s guidelines in which
case the other guidelines will govern); |
| (v) | If
the director, or a member of the director’s immediate family, has direct
or beneficial ownership (as defined by Rule 13d-3 under the Securities
Exchange Act of 1934) of any amount of any class of common stock of the
Company. |

Audit Committee Charter

Under the Company’s Audit Committee Charter, in accordance with NYSE listing requirements and the Securities Exchange Act of 1934, all members of the Audit Committee must be independent of management and the Company. A member of the Audit Committee is considered independent as long as he or she (i) does not accept any consulting, advisory, or compensatory fee from the Company, other than as a director or committee member; (ii) is not an affiliated person of the Company or its subsidiaries; and (iii) otherwise meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.

Nonmaterial Relationships

After reviewing all of the relationships between the members of the Audit Committee and the Company, the Board of Directors determined that none of the members of the Audit Committee nor Mr. Prince had any relationships not included within the categorical standards set forth in the Independence Guidelines and disclosed above except as follows:

| 1. | Mr.
Tippie was employed by Rollins from 1953 to 1970, and held several offices
with that company during that time, including as Executive Vice President
– Finance, Secretary, Treasurer and Chief Financial Officer. Messrs.
Randall and Gary Rollins are directors and executive officers of Rollins
and are part of a group that has voting control of
Rollins. |
| --- | --- |
| 2. | Mr.
Tippie is Chairman of the Board of Directors of Dover Motorsports, Inc.
and Dover Downs Gaming and Entertainment, Inc. Mr. Randall Rollins is also
a director of these companies. |
| 3. | Mr.
Tippie is the trustee of the O. Wayne Rollins Foundation and of the
Rollins Children’s Trust. O. Wayne Rollins is the father of Gary and
Randall Rollins. The beneficiaries of the Rollins Children’s Trust include
the immediate family members of Gary and Randall
Rollins. |
| 4. | Each
of Messrs. Dismuke, Looney, Tippie and Williams also serve on the Boards
of Rollins and RPC, of which Messrs. Gary and Randall Rollins are
directors, and voting control over which is held by a control group of
which Messrs. Randall and Gary Rollins are a part; Mr. Randall Rollins is
an executive officer of RPC. In addition, if elected, Mr. Prince will also
serve as a director of both Rollins and RPC. |
| 5. | Mr.
Prince is a director of Genuine Parts Company. Gary W. Rollins is also a
director of Genuine Parts
Company. |

As required by the Independence Guidelines, the Board of Directors unanimously concluded that the above-listed relationships would not affect the independent judgment of the independent directors, based on their experience, character and independent means, and therefore do not preclude an independence determination. All of the members of the Audit Committee are also independent under the heightened standards required for Audit Committee members.

In accordance with the NYSE corporate governance listing standards, Mr. Henry B. Tippie was elected as the Presiding Director. The Company’s non-management directors meet at regularly scheduled executive sessions without management. Mr. Tippie presides during these executive sessions.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to promote better understanding of our policies and procedures. At least annually, the Board reviews these guidelines. As required by the rules of the New York Stock Exchange, our Corporate Governance Guidelines require that our non-management directors meet in at least two regularly scheduled executive sessions per year without management.

At the Company’s website at www.marineproductscorp.com under the Governance section, you may access a copy of our Corporate Governance Guidelines, our Audit Committee Charter, our Code of Business Conduct and our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy. Copies are also available in print, without charge, to any stockholder who requests one by writing to: The Secretary, Marine Products Corporation, 2170 Piedmont Road, NE, Atlanta, Georgia 30324.

Code of Business Conduct

The Company has adopted a Code of Business Conduct applicable to all directors, officers and employees generally, as well as a Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy applicable to the principal executive officer, principal financial officer, and directors. Both codes are available on the Company’s website at www.marineproductscorp.com under the Governance section. Copies are also available in print, without charge, to any stockholder who requests one by writing to: The Secretary, Marine Products Corporation, 2170 Piedmont Road, NE, Atlanta, Georgia 30324.

Director Communications

The Company also has a process for interested parties, including stockholders, to send communications to the Board of Directors, Presiding Director, any of the Board Committees or the non-management directors as a group. Such communications should be addressed as follows:

| Mr.
Henry B. Tippie |
| --- |
| c/o
Internal Audit Department |
| Marine
Products Corporation |
| 2801
Buford Highway, Suite 520 |
| Atlanta,
Georgia 30329 |

The above instructions for communications with the directors are also posted on our website at www.marineproductscorp.com under the Governance section. All communications received from interested parties are forwarded to the Board of Directors. Any communication addressed solely to the Presiding Director or the non-management directors will be forwarded directly to the appropriate addressee(s).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the directors named above who serve on the Company’s Compensation Committee is or has ever been an employee of the Company. There are no Compensation Committee interlocks requiring disclosure.

DIRECTOR COMPENSATION

The following table sets forth compensation to the Company’s directors for services rendered as a director. Four of the directors, Messrs. R. Randall Rollins, Richard A. Hubbell, James A. Lane, Jr., and Ms. Linda H. Graham are employees of the Company. Their compensation is set forth in the Summary Compensation Table below under Executive Compensation. The directors listed below have never been employed by the Company or paid a salary or bonus by the Company, have never been granted any options or other stock-based awards, and do not participate in any Company sponsored retirement plans.

| Name — Henry
B. Tippie | Fees
Earned or Paid
in Cash ($) — 91,750 | — | — | Total ($) — 91,750 |
| --- | --- | --- | --- | --- |
| James
B. Williams | 48,750 | — | — | 48,750 |
| Wilton
Looney | 48,750 | — | — | 48,750 |
| Bill
J. Dismuke | 42,750 | — | — | 42,750 |
| Gary
W. Rollins | 31,500 | — | — | 31,500 |

(1) Directors are eligible for grants of stock awards under the Company’s 2004 Stock Incentive Plan (“SIP”). No stock awards have been granted to the non-management directors under the 2004 SIP.

Directors that are our employees do not receive additional compensation for services rendered as a director.

Under current compensation arrangements effective January 1, 2008, non-management directors each receive an annual retainer fee of $24,000. In addition, the Chairman of the Audit Committee receives an annual retainer of $16,000, the Chairman of the Compensation Committee receives an annual retainer of $9,000, and the Chairman of each of the Nominating and Governance Committee and Diversity Committee receives an annual retainer of $6,000. A director that chairs more than one committee receives a retainer with respect to each committee he chairs. All of the retainers are paid on a quarterly basis. Per meeting fees for non-management directors are as follows:

| ● | For
meetings of the Board of Directors, Compensation Committee, Diversity
Committee and Nominating and Governance Committee, $1,500 and telephonic
meetings of the Audit Committee, $1,250. |
| --- | --- |
| ● | For
in person meetings of the Audit Committee, $2,500. In addition, the
Chairman of the Audit Committee receives an additional $1,500 for
preparing to conduct each quarterly Board and Board Committee
meetings. |

All non-management directors are also entitled to reimbursement of expenses for all services as a director, including committee participation or special assignments. There have been no changes to the director compensation arrangements for 2009.

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, that might incorporate future filings, including the Proxy Statement, in whole or in part, the Report of the Audit Committee shall not be incorporated by reference into any such filings.

REPORT OF THE AUDIT COMMITTEE

Management is responsible for the Company’s internal controls, assessing the effectiveness of these controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing independent audits of the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing reports thereon. The Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2008, the Audit Committee:

| ● | Approved
the terms of engagement of Grant Thornton LLP as the Company’s independent
registered public accounting firm for the year ended December 31,
2008; |
| --- | --- |
| ● | Reviewed
with management the interim financial information included in the Forms
10-Q prior to their being filed with the SEC. In addition, the Committee
reviewed all earnings releases with management and the Company’s
independent public accounting firm prior to their
release; |
| ● | Reviewed
and discussed with the Company’s management and the independent registered
public accounting firm the audited consolidated financial statements of
the Company as of December 31, 2008 and 2007 and for the three years ended
December 31, 2008; |
| ● | Reviewed
and discussed with the Company’s management and the independent registered
public accounting firm, management’s assessment that the Company
maintained effective control over financial reporting as of December 31,
2008; |
| ● | Discussed
with the independent registered public accounting firm matters required to
be discussed by the American Institute of Certified Public Accountants
Statement on Auditing Standards (“SAS”) No. 61, “Communications with Audit
Committees,” as amended (AICPA, Professional Standards, Vol. 1, AU Section
380), as adopted by the Public Company Accounting Oversight Board;
and |
| ● | Received
from the independent registered public accounting firm the written
disclosures and the letter in accordance with the requirements of the
Public Company Accounting Oversight Board regarding the firm’s
communications with the Committee concerning independence, and discussed
with such firm its independence from the
Company. |

Based upon the review and discussions referred to above, the Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company and subsidiaries as of December 31, 2008 and 2007 and for the three years ended December 31, 2008 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and for filing with the Securities and Exchange Commission.

In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and (ii) the report of the Company’s independent registered public accounting firm with respect to such financial statements.

Submitted by the Audit Committee of the Board of Directors.

| Henry
B. Tippie, Chairman |
| --- |
| Wilton
Looney |
| James
B. Williams |
| Bill
J. Dismuke |

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee

During the fiscal year ended December 31, 2008, the members of our Compensation Committee held primary responsibility for determining executive compensation levels. The Committee is composed of three of our non-management directors who do not participate in the Company’s compensation plans. The Committee determines the compensation and administers the performance-based cash compensation plan for our executive officers. In addition, the Committee also administers our Stock Incentive Plans for all the employees.

The members of our Compensation Committee have extensive and varied experience with various public and private corporations - as investors and stockholders, as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels. Henry B. Tippie, the Chairman of the Compensation Committee, has served on the board of directors of twelve different publicly traded companies and has been involved in setting executive compensation levels at all of these companies. Messrs. Wilton Looney and James B. Williams have served on the board of directors of several different publicly traded companies and have similarly been involved in setting executive compensation levels at many of these companies.

The Compensation Committee has authority to engage attorneys, accountants and consultants, including executive compensation consultants, to solicit input from management concerning compensation matters, and to delegate any of its responsibilities to one or more directors or members of management where it deems such delegation appropriate and permitted under applicable law. The Committee has not used the services of any compensation consultants in determining or recommending the amount or form of executive compensation.

The Compensation Committee believes that determinations relative to executive compensation levels are best left to the discretion of the Committee. In addition to the extensive experience and expertise of the Committee’s members and their familiarity with the Company’s performance and the performance of our executive officers, the Committee is able to draw on the experience of other Directors and on various legal and accounting executives employed by the Company, and the Committee has access to the wealth of readily available public information relative to structuring executive compensation programs and setting appropriate compensation levels. The Committee also believes that the structure of our executive compensation programs should not become overly complicated or difficult to understand. The Committee solicits input from our Chairman with respect to the performance of our executive officers and their compensation levels.

General Compensation Objectives and Guidelines

The Company is engaged in a highly competitive industry. The success of the Company depends on its ability to attract and retain highly qualified and motivated executives. In order to accomplish this objective, the Company structures the executive compensation in a fashion that takes into account the Company’s overall performance and the individual performance of the executive.

The Compensation Committee endorses the philosophy that executive compensation should reflect Company performance and the contribution of executive officers to that performance. The Company’s compensation policy is designed to reward growth in revenues, net income and increase in shareholder value. The Committee recognizes that there are many intangibles involved in evaluating performance and in motivating performance, and that determining an appropriate compensation level is a highly subjective endeavor. The analysis of the Committee is not based upon a structured formula and the objectives referred to above are not weighted in any formal manner.

The Company’s executive officers are also executive officers of RPC and receive compensation directly from RPC. The members of the Company’s Compensation Committee also constitute the Compensation Committee of RPC. In determining the compensation for the executive officers at the Company, the Committee considers these dual responsibilities and sources of compensation. The Company sets compensation of its executives at such levels so that the aggregate compensation received from both RPC and the Company is reasonable in light of their respective responsibilities and the performance of both companies and so that the compensation from the Company for services solely to the Company is reasonable. A discussion of the Company’s executive officers’ compensation at RPC is contained in its annual Proxy Statement filed with the SEC.

Pursuant to the Company’s compensation philosophy, the total annual compensation of its executive officers is primarily made up of base salary, cash based incentives and stock based incentive compensation. In addition, the Company provides retirement compensation plans, group welfare benefits and certain perquisites.

We believe a competitive base salary is important to attract, retain and motivate top executives. We believe a performance-based incentive cash compensation plan is valuable in recognizing and rewarding individual achievement. Finally, we believe stock-based incentives makes executives “think like owners” and, therefore, aligns their interests with those of our stockholders.

The Company does not have any formal stock ownership requirements for its executive officers but notes that its current directors and executive officers are stockholders of the Company, as is disclosed elsewhere in this Proxy Statement. The Company is mindful of the stock ownership of our directors and executive officers but does not believe that it is appropriate to provide a mechanism or formula to take stock ownership (or gains from prior option or stock awards) into account when setting compensation levels. The Company provides in its insider trading policies that directors and executive officers may not sell Company securities short and may not sell puts, calls or other derivative securities tied to our Common Stock.

The Company does not have a formal policy relative to the adjustment or recovery of incentives or awards in the event that the performance measures upon which incentives or awards were based are later restated or otherwise adjusted in a manner that would have reduced the size of an incentive or award. However, as all incentives and awards remain within the discretion of the Compensation Committee, the Committee retains the ability to take any such restatements or adjustments into account in subsequent years. In addition, the Sarbanes-Oxley Act requires in the case of accounting restatements that result from material non-compliance with SEC financial reporting requirements, that Chief Executive Officers and Chief Financial Officers must disgorge bonuses and other incentive-based compensation and profits on stock sales, if the non-compliance results from misconduct.

Base Salary

The salary of each executive officer is determined by the Compensation Committee. In making its determinations, the Committee gives consideration to the recent financial performance of the Company, the magnitude of responsibilities, the scope of the position, individual performance and compensation paid by RPC. The Committee solicits input from our Chairman with respect to the performance of our executive officers and their compensation levels. The Committee made no changes to base salaries of the executive officers in 2008. The Committee has not changed the base salary of the executive officers in 2009.

Cash Based Incentives

The annual cash based incentive compensation for the executive officers is based upon broad performance objectives. The executive officers participate in a variety of individualized performance bonus programs designed by the Committee. These plans all have payouts subjectively based on net sales, net income, budget objectives, and other individual performance objectives. The individual performance objectives relate to each executive officer improving the contribution of his functional area of responsibility to further enhance the operating results of the Company. Bonuses are not made subject to any plan or program, written or unwritten, that is communicated in advance to the executive officers. No specific performance criteria are established in advance, and no specific ranges for bonuses are established in advance. Bonuses for a particular fiscal year are generally determined during the first quarter of the following fiscal year and paid at the discretion of the Compensation Committee. Discretionary bonuses were paid in early 2009 to our executive officers for performance during fiscal year ended 2008 in the following amounts: Mr. Richard A. Hubbell: $56,000; Mr. Ben M. Palmer: $36,000; Mr. R. Randall Rollins: $71,000; Mr. James A. Lane Jr.: $57,578; and Ms. Linda H. Graham: $13,000. Performance based incentive paid to Mr. James A. Lane, Jr. is discussed below.

In addition, Mr. James A. Lane, Jr. has a performance based compensation agreement that was approved by the stockholders under which he receives an incentive bonus equal to 10 percent of pre-tax profits of Chaparral Boats, Inc. as defined, monthly, determined in accordance with generally accepted accounting principles. The plan was approved by the stockholders in 2008 to qualify for the performance related compensation exemption from the prohibition on Company income tax deduction for compensation exceeding $1,000,000. Pursuant to this plan, Mr. Lane was paid $1,759,686 for his performance during fiscal year 2008. This incentive payment was approximately 93 percent of the total cash compensation paid to this executive in 2008.

Stock Based Incentive Plans

Our Stock Incentive Plan allows for a wide variety of stock based awards such as stock options and restricted stock awards. We last issued stock options to the executive officers in fiscal year ended 2003 and have no current plans to issue additional stock options. We have never issued any stock appreciation rights. Partially in response to changes relative to the manner in which stock options are accounted for under generally accepted accounting principles, we have modified the structure and composition of the long-term equity based component of our executive compensation. In recent years, we have awarded time-based restricted stock in lieu of granting stock options. The terms and conditions of these awards are described in more detail below.

Awards under the Company’s Stock Incentive Plans are purely discretionary, are not based upon any specific formula and may or may not be granted in any given fiscal year. For the past three years, we have granted time-based restricted stock to various employees, including our executive officers, in early January during our regularly scheduled meetings of the Compensation Committee during which the Committee reviews executive compensation. Consistent with this practice, we granted restricted stock awards to our executive officers in January 2009, 2008 and 2007 as follows:

| Name — Richard
A. Hubbell | 45,000 | 30,000 | 15,000 |
| --- | --- | --- | --- |
| Ben
M. Palmer | 30,000 | 15,000 | 6,000 |
| R.
Randall Rollins | 45,000 | 30,000 | 15,000 |
| James
A. Lane, Jr. | 40,000 | 20,000 | 10,000 |
| Linda
H. Graham | 15,000 | 10,000 | 4,000 |

When considering the grant of stock based awards, the Committee gives consideration to the overall performance and the performance of individual employees. It is our expectation to continue yearly grants of restricted stock awards although we reserve the right to modify or discontinue this or any of the other compensation practices at any time.

All of our restricted stock awards granted since 2004 have had the same features. The shares vest one-fifth per year beginning on the second anniversary of the grant date. Restricted shares have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other than due to death, disability, or retirement on or after age 65), the unvested shares will be forfeited. In the event of a “change in control” of the Company, the Compensation and Stock Incentive Committee has the discretion to accelerate vesting of the shares.

Grants are made under our Stock Incentive Plan and the plan is administered pursuant to Rule 16b-3 of the Securities Exchange Act of 1934.

Employment Agreements

There are no agreements or understandings between the Company and any executive officer which guarantee continued employment or guarantee any level of compensation, including incentive or bonus payments, to the executive officer.

Retirement Plans

The Company maintains a defined benefit pension plan (called the Retirement Income Plan) for all our eligible employees, a non-qualified supplemental retirement plan for our executives and certain other highly compensated employees and a 401(k) Plan for the benefit of all regular full time employees. Messrs. Richard A. Hubbell, Ben M. Palmer, R. Randall Rollins and Ms. Linda H. Graham are not eligible to participate in the Company’s Retirement Income Plan and 401(k) Plan because they participate in the corresponding plans at RPC. In 2002, the Company’s Board of Directors approved a resolution to cease all future benefit accruals under the Retirement Income Plan effective March 31, 2002. In lieu thereof, beginning in 2002, the Company began providing enhanced benefits in the form of cash contributions on behalf of certain long-service employees who were 40 to 65 years of age on or before December 31, 2002. These enhanced benefit contributions are discretionary and may be made annually, subject to a participant’s continued employment, for a maximum of seven years. The contributions are made either to the non-qualified Supplemental Retirement Plan (“SRP”) or to the 401(k) Plan for each employee who is entitled to the enhanced benefits. The Company contributed $21,350 towards enhanced benefits for Mr. James A. Lane, Jr., in 2008 and has now completed all the scheduled contributions. Beginning late in 2002, the Company began permitting selected highly compensated employees to defer a portion of their compensation into the SRP.

Other Compensation

Mr. Lane participates in regular employee benefit programs, including the 401(k) Plan with Company match, group life insurance, group medical and dental coverage and other group benefit plans at Chaparral Boats, Inc. Messrs. Rollins, Hubbell, Palmer and Ms. Graham participate in similar employee benefit programs at RPC.

Mr. Lane is entitled to the use of a Company owned automobile. The Company pays to insure and maintain the automobile. The Company also pays all fuel expenses.

The following Compensation Committee Report shall not be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the above “Compensation Discussion and Analysis” with management.

Based upon this review and discussion, we have recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

Submitted by the Compensation Committee of the Board of Directors.

| Henry
B. Tippie, Chairman |
| --- |
| Wilton
Looney |
| James
B. Williams |

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company has completed a review of Forms 3, 4, and 5 and amendments thereto furnished to the Company by all directors, officers and greater than 10 percent stockholders subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Company has a written representation from all directors, officers and greater than 10 percent stockholders from whom no Form 5 was received indicating that no Form 5 filing was required. Based solely on this review, the Company believes that filing requirements of such persons under Section 16 for the fiscal year ended December 31, 2008 have been satisfied.

EXECUTIVE COMPENSATION

Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the calendar years ended December 31, 2008, 2007 and 2006 of those persons who were at December 31, 2008,

| ● | our
Principal Executive Officer and Principal Financial Officer;
and |
| --- | --- |
| ● | our
three other executive officers: |

SUMMARY COMPENSATION TABLE

| Name
and Principal Position — Richard
A. Hubbell | 2008 | 350,000 | 56,000 | 179,480 | 1,500 | Non-Equity Incentive Plan Compensation ($)
(1) — — | Change
in Pension
Value and Nonqualified Deferred Compensation Earnings
($) (3) — — | All
Other Compensation ($)
(4) — — | Total ($) — 586,980 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| President
and | 2007 | 350,000 | 110,000 | 145,130 | 22,090 | — | — | — | 627,220 |
| Chief
Executive Officer | 2006 | 350,000 | 140,000 | 123,210 | 69,190 | — | — | — | 682,400 |
| Ben
M. Palmer | 2008 | 175,000 | 36,000 | 87,960 | 600 | — | — | — | 299,560 |
| Vice
President, | 2007 | 175,000 | 70,000 | 70,990 | 8,040 | — | — | — | 324,030 |
| Chief
Financial Officer | 2006 | 175,000 | 88,000 | 65,020 | 17,910 | — | — | — | 345,930 |
| and
Treasurer | | | | | | | | | |
| R.
Randall Rollins | 2008 | 300,000 | 71,000 | 131,160 | 6,040 | — | — | — | 508,200 |
| Chairman
of the Board | 2007 | 300,000 | 139,000 | 96,730 | 72,450 | — | — | — | 608,180 |
| | 2006 | 300,000 | 176,000 | 72,520 | 72,450 | — | — | — | 620,970 |
| James
A. Lane, Jr. | 2008 | 67,841 | 57,578 | 116,790 | 1,500 | 1,759,686 | — | 32,510 | 2,003,395 |
| Executive
Vice President, | 2007 | 67,841 | — | 93,830 | 22,090 | 3,438,422 | — | 32,120 | 3,654,303 |
| and
President, Chaparral | 2006 | 67,841 | — | 77,690 | 65,810 | 3,994,137 | 134,014 | 34,840 | 4,374,332 |
| Boats,
Inc. | | | | | | | | | |
| Linda
H. Graham | 2008 | 115,000 | 13,000 | 56,890 | 300 | — | — | — | 185,190 |
| Vice
President and | 2007 | 115,000 | 25,000 | 45,570 | 4,020 | — | — | — | 189,590 |
| Secretary | 2006 | 115,000 | 32,000 | 41,330 | 8,960 | — | — | — | 197,270 |

| (1) | Bonuses
are determined during the first quarter of the following fiscal year
earned and paid at the discretion of the Compensation Committee. In
addition, Mr. James A. Lane, Jr. is paid monthly in accordance with his
performance-based compensation agreement with the
Company. |
| --- | --- |
| (2) | These
amounts represent the dollar amount recognized for financial reporting
purposes with respect to each fiscal year for prior year option grants and
current year and prior year grants of restricted Common Stock awarded
under our Stock Incentive Plan, all computed in accordance with Statement
of Financial Accounting Standard (“SFAS”) No. 123R. Please refer to Note
10 to our Financial Statements contained in our Form 10-K for the period
ending December 31, 2008 for a discussion of the assumptions used in these
computations. For this computation, we do not include an assumption for
estimated forfeitures. Our Form 10-K has been included in our Annual
Report and provided to our stockholders. |
| (3) | The
actuarial present value of Mr. James A. Lane, Jr.’s accumulated benefit
under the defined benefit plan decreased by $20,311during 2008. This
change represents the impact of changes in discount rate only as no
additional benefits are being accrued. |
| (4) | All
other compensation for 2008 includes the following items
for: |

Mr. James A. Lane, Jr.: Use of Company provided automobile and related vehicle costs, the cost of club dues, incremental costs to the Company for personal use of Company airplane (calculated based on the actual variable costs to the Company for such usage), 401(k) Plan Company match of $3,400 and contribution towards enhanced benefits of $21,350.

GRANTS OF PLAN-BASED AWARDS

| | | | | | All
Other Stock Awards: Number
of Shares
of Stock or
Units (#)
(2) | Grant
Date Fair
Value of
Stock and
Option Awards ($)
(2) |
| --- | --- | --- | --- | --- | --- | --- |
| | | Estimated
Future Payouts Under
Non-Equity Incentive
Plan Awards (1) | | | | |
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | |
| Mr.
Richard A. Hubbell | 1/22/08 | — | — | — | 30,000 | 212,400 |
| Mr.
Ben M. Palmer | 1/22/08 | — | — | — | 15,000 | 106,200 |
| Mr.
R. Randall Rollins | 1/22/08 | — | — | — | 30,000 | 212,400 |
| Mr.
James A. Lane, Jr. | 1/22/08 | — | — | — | 20,000 | 141,600 |
| | 1/22/08 | — | 1,759,686 | — | — | — |
| Ms.
Linda H. Graham | 1/22/08 | — | — | — | 10,000 | 70,800 |

| (1) | Amounts
determined monthly in accordance with the performance based compensation
agreement between Mr. James A. Lane, Jr. and the
Company. |
| --- | --- |
| (2) | These
amounts represent aggregate grant date fair value for grants of restricted
Common Stock awarded in fiscal year 2008 under our Stock Incentive Plan
computed in accordance with SFAS 123R. Please refer to Note 10 to our
Financial Statements contained in our Form 10-K for the period ending
December 31, 2008 for a discussion of assumptions used in this
computation. We do not include an estimate of forfeitures as one of our
assumptions. Our Form 10-K has been included in our Annual Report and
provided to our
stockholders. |

The table above reflects grants of restricted shares of Common Stock under our Stock Incentive Plan awarded in fiscal year 2008. All grants of restricted shares of Common Stock vest one-fifth per year beginning on the second anniversary of the grant date. Restricted shares have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other than due to death, disability, or retirement on or after age 65), the unvested shares will be forfeited. We have not issued any stock options since 2003 to the executive officers and have no immediate plans to issue additional stock options.

The Company’s employment contracts with its Chief Executive Officer and the Company’s other executive officers are oral, at will arrangements. All of the executive officers are eligible for annual cash bonuses which are awarded under the Management Incentive Plan. The Compensation Committee’s decisions are based upon broad performance objectives under that plan. The executive officers are eligible to receive shares of Company Common Stock subject to options and restricted stock awards for Company Common Stock under the Company’s Stock Incentive Plans, in such amounts and with such terms and conditions as determined by the Compensation Committee at the time of grant. All of the executive officers are eligible to participate in the Company’s Supplemental Retirement Plan. Mr. Lane participates in the regular benefit programs, including the 401(k) plan with Company match, group life insurance, group medical and dental coverage, vision and other group benefit plans at Chaparral Boats, Inc. Mr. Lane is also eligible for the Retirement Income Plan that was frozen in March 2002. Messrs. Hubbell, Palmer, Rollins and Ms. Graham are eligible to participate in similar employee benefit programs at RPC. For more information on these plans, see “Compensation Discussion and Analysis” at page 13, and “Benefit Plans” at page 22.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The table below sets forth details concerning outstanding option awards made in prior years to the executives named in our Summary Compensation Table, including the grant date, the expiration date, the option exercise price, and the number of shares of Common Stock underlying the grants both exercisable and un-exercisable. The grant dates for all of these options are from fiscal year ended 2003 and earlier since we have not issued any stock options after 2003 to the executive officers. The table below also sets forth the total number of restricted shares of Common Stock that were granted in prior years to the executives named in our Summary Compensation Table but which have not yet vested, together with the market value of these unvested shares based on the $5.62 closing price of our Common Stock on December 31, 2008.

| Name | Option
Awards — Number
of Securities Underlying Unexercised Options (#) Exercisable | Number
of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | | Stock
Awards — Number
of Shares
or Units
of Stock
That Have
Not Vested (#) | | Market
Value of
Shares or Units
of Stock
That Have
Not Vested ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Richard
A. Hubbell | 258,167 | — | 0.61 | 1/26/2009 | (2) | 97,050 | (7) | 545,420 |
| | 67,500 | — | 1.71 | 4/24/2011 | (3) | | | |
| | 225,000 | — | 2.67 | 1/22/2012 | (4)(6) | | | |
| | 56,250 | — | 4.54 | 1/28/2013 | (5) | | | |
| Ben
M. Palmer | 45,000 | | 2.67 | 1/22/2012 | (4) | 40,650 | (7) | 228,450 |
| | 22,500 | — | 4.54 | 1/28/2013 | (5) | | | |
| R.
Randall Rollins | — | — | — | — | | 66,000 | (7) | 370,920 |
| James
A. Lane, Jr. | — | — | — | — | | 50,750 | (7) | 285,220 |
| Linda
H. Graham | 18,988 | — | 0.61 | 1/26/2009 | (2) | 24,100 | (7) | 135,440 |
| | 11,250 | — | 1.71 | 4/24/2011 | (3) | | | |
| | 22,500 | — | 2.67 | 1/22/2012 | (4) | | | |
| | 11,250 | — | 4.54 | 1/28/2013 | (5) | | | |

| (1) | Unless
otherwise noted, all options have ten year terms with vesting as follows:
The options vest one-fifth per year beginning on the first anniversary of
the grant date. |
| --- | --- |
| (2) | Represents
replacement options issued in connection with the spin-off from RPC on
February 28, 2001. These options replaced options to purchase common stock
of RPC and retained the vesting schedule of the original
grants. |
| (3) | Options
granted 04/24/2001. |
| (4) | Options
granted 01/22/2002. |
| (5) | Options
granted 01/28/2003. |
| (6) | Options
granted 01/22/2002 vest ratably over six years from the date of
grant. |
| (7) | The
Company has granted employees two forms of restricted stock: time lapse
restricted and performance restricted. Time lapse restricted shares vest
after a stipulated number of years from the grant date, depending on the
terms of the issue. Time lapse restricted shares issued in years 2003 and
prior vest after ten years. Time lapse restricted shares issued starting
in 2004 vest one-fifth per year beginning on the second anniversary of the
grant date. The performance restricted shares are granted, but not earned
and issued until certain five-year tiered performance criteria are met.
The performance criteria are predetermined market prices of Marine
Products common stock. On the date the common stock appreciates to each
level (determination date), 20 percent of performance shares are earned.
Once earned, the performance shares vest five years from the determination
date. The Company has not granted performance restricted shares since
2003. Restricted shares granted to the executive officers vest as shown in
the following
table: |

| Name — Richard
A. Hubbell | Number
of shares granted — 20,250 | 1/26/1999 | (A) | 1/26/2009 |
| --- | --- | --- | --- | --- |
| | 9,000 | 4/27/2004 | | 4/27/2010 |
| | 10,800 | 1/25/2005 | | 1/25/2011 |
| | 12,000 | 1/24/2006 | | 1/24/2012 |
| | 15,000 | 1/23/2007 | | 1/23/2013 |
| | 30,000 | 1/22/2008 | | 1/22/2014 |
| Ben
M. Palmer | 4,050 | 1/26/1999 | (A) | 1/26/2009 |
| | 3,600 | 4/27/2004 | | 4/27/2010 |
| | 7,200 | 1/25/2005 | | 1/25/2011 |
| | 4,800 | 1/24/2006 | | 1/24/2012 |
| | 6,000 | 1/23/2007 | | 1/23/2013 |
| | 15,000 | 1/22/2008 | | 1/22/2014 |
| R.
Randall Rollins | 9,000 | 4/27/2004 | | 4/27/2010 |
| | 12,000 | 1/24/2006 | | 1/25/2012 |
| | 15,000 | 1/23/2007 | | 1/24/2013 |
| | 30,000 | 1/22/2008 | | 1/22/2014 |
| James
A. Lane, Jr. | 6,000 | 4/27/2004 | | 4/27/2010 |
| | 6,750 | 1/25/2005 | | 1/25/2011 |
| | 8,000 | 1/24/2006 | | 1/24/2012 |
| | 10,000 | 1/23/2007 | | 1/23/2013 |
| | 20,000 | 1/22/2008 | | 1/22/2014 |
| Linda
H. Graham | 2,400 | 4/27/2004 | | 4/27/2010 |
| | 4,500 | 1/25/2005 | | 1/25/2011 |
| | 3,200 | 1/24/2006 | | 1/24/2012 |
| | 4,000 | 1/23/2007 | | 1/23/2013 |
| | 10,000 | 1/22/2008 | | 1/22/2014 |

(A) Represents grant date of shares of RPC prior to the spin-off of Marine Products from RPC on February 28, 2001. The shares of Marine Products were issued to replace the RPC restricted stock and retained the vesting schedule of the original grants.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth:

| ● | the
number of shares of Common Stock acquired by the executives named in the
Summary Compensation Table upon the exercise of stock options during the
fiscal year ended December 31, 2008; |
| --- | --- |
| ● | the
aggregate dollar amount realized on the exercise date for such options
computed by multiplying the number of shares acquired by the difference
between the market value of the shares on the exercise date and the
exercise price of the options; |
| ● | the
number of shares of restricted shares of Common Stock acquired by the
executives named in the Summary Compensation Table upon the vesting of
shares during the fiscal year ended December 31, 2008;
and |
| ● | the
aggregate dollar amount realized on the vesting date for such restricted
stock computed by multiplying the number of shares which vested by the
market value of the shares on the vesting
date. |

| Name | Option
Awards (1) — Number
of Shares Acquired
on Exercise (#) | Value
Realized on Exercise ($) | Stock
Awards — Number
of Shares Acquired
on Vesting (#) | Value
Realized on Vesting ($) |
| --- | --- | --- | --- | --- |
| Richard
A. Hubbell | 189,827 | 1,345,870 | 11,100 | 89,320 |
| Ben
M. Palmer | — | — | 10,800 | 103,640 |
| R.
Randall Rollins | 225,000 | 776,220 | 7,500 | 59,760 |
| James
A. Lane, Jr. | 94,065 | 489,300 | 7,250 | 58,310 |
| Linda
H. Graham | 15,183 | 86,090 | 6,200 | 58,260 |

(1) The shares acquired on exercise of options are restricted for a period of one year from the date of exercise.

BENEFIT PLANS

The table below shows the present value of accumulated benefits payable to each of the named executive officers, including the number of years of service credited to each such named executive officer, under the Retirement Income Plan determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Information regarding the Retirement Income Plan can be found under Note 10 to our Financial Statements contained in our Form 10-K for the period ending December 31, 2008.

Pension Benefits

| Name | Plan
Name | Number
of Years
Credited Service (#)
(1) | Present Value
of Accumulated Benefit ($) | Payments During
Last Fiscal
Year ($) |
| --- | --- | --- | --- | --- |
| Mr.
Richard A. Hubbell | Retirement
Income Plan | — | — | — |
| Mr.
Ben M. Palmer | Retirement
Income Plan | — | — | — |
| Mr.
R. Randall Rollins | Retirement
Income Plan | — | — | — |
| Mr.
James A. Lane, Jr. | Retirement
Income Plan | 14 | 469,638 | 8,500 |
| Ms.
Linda H. Graham | Retirement
Income Plan | — | — | — |

(1) All of the executive officers with the exception of Mr. James A. Lane, Jr., are eligible to receive benefits under the RPC Retirement Income Plan and do not participate in the Company’s Retirement Income Plan. The difference in years of credited and actual service for Mr. Lane is due to the freezing of benefit accruals in 2002. See discussion below for further details.

The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible employees. In 2002, the Company’s Board of Directors approved a resolution to cease all future benefit accruals under the Retirement Income Plan effective March 31, 2002. Retirement Income Plan benefits are based on the average of the employee’s compensation from the Company for the five consecutive complete calendar years of highest compensation during the last ten consecutive complete calendar years (“final average compensation”) immediately preceding March 31, 2002. The benefits are computed as the product of 1.5 percent of final average compensation multiplied by years of credited service (up to 30 years) reduced by an adjustment for benefits drawn from social security. Adjustments have been made for age and IRS mandated compensation limitation. The final average compensation for Mr. James A. Lane, Jr. is $209,612.

The annual benefit payable at the later of retirement age or 65 for Mr. Lane is $48,400. Mr. Lane is voluntarily receiving distributions from the plan even though he has not retired from the Company. The amount of distribution received during 2008 has been disclosed in the table above and is not subject to change after retirement. In accordance with the Internal Revenue Code, the maximum annual benefit payable to a Retirement Income Plan beneficiary in 2008 was $185,000. Retirement benefits accrued at the end of any calendar year or as of March 31, 2002 will not be reduced or increased by any subsequent changes in the maximum compensation limit. The Plan also provides reduced early retirement benefits at age 55 or older with 15 or more years of service.

In 2002, the Company began providing additional benefits on behalf of certain long-service employees in the form of discretionary cash contributions made either to the Company’s 401(k) Plan (which is described below) or SRP as described in the section below titled “Nonqualified Deferred Compensation.” Amounts contributed to the accounts of the Executive Officers are reported in the “All Other Compensation” column of the Summary Compensation Table on page 17.

401(k) Plan

Effective July 1, 1984, the Company adopted a qualified retirement plan designed to meet the requirements of Section 401(k) of the Code. The Company makes matching contributions of fifty cents ($0.50) for each dollar ($1.00) of a participant’s contribution to the 401(k) Plan that does not exceed six percent of his or her annual compensation. The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant’s account on the date the distribution is processed. Under the 401(k) Plan, the full amount of a participant’s vested accrued benefit is payable upon his termination of employment, retirement, total and permanent disability, or death. Also under the 401(k) Plan, a participant may withdraw his or her pre-tax contributions to the extent of certain specified instances of financial hardship and may withdraw any amount from his or her pre-tax contribution account for any reason after attaining age 59 1/2. In addition, a participant may withdraw any amount from his or her rollover account for any reason. Amounts contributed by the Company to the accounts of the named executive officers under this plan are reported in the “All Other Compensation” column of the Summary Compensation Table on page 17.

NONQUALIFIED DEFERRED COMPENSATION

The SRP has been established as a non qualified plan that is designed to comply with the provisions of the American Jobs Creation Act of 2004 (including Section 409A of the Internal Revenue Code) for the cash contributions made to certain longer serviced employees in lieu of freezing of benefit accruals effective in 2002; this plan also has a compensation deferral option for eligible employees. The contributions and deferrals to the SRP are invested in funds held in a rabbi trust.

| Name | Executive Contributions
in last FY ($) (1) | Registrant contributions
in last FY ($) (2) | Aggregate earnings
in last FY
($) | | Aggregate withdrawals/ distributions
($) | Aggregate balance
at last FYE
($) |
| --- | --- | --- | --- | --- | --- | --- |
| Richard
A. Hubbell | — | — | — | | — | — |
| Ben
M. Palmer | — | — | — | | — | — |
| R.
Randall Rollins | — | — | — | | — | — |
| James
A. Lane, Jr. | — | 21,350 | (395,050 | ) | — | 1,068,170 |
| Linda
H. Graham | 41,250 | — | (33,140 | ) | — | 160,460 |

| (1) | Includes
the following amounts related to the base salary for 2008 which have been
deferred by the executive officer pursuant to the SRP and which are
included in the Summary Compensation Table: Ms. Linda H. Graham: $28,750.
The remainder represents deferrals of bonus related to 2007 that were paid
in 2008. |
| --- | --- |
| (2) | Reflects
the amounts for each of the named executive officers which are reported as
compensation to such named executive officer in the “All Other
Compensation” column of the Summary Compensation Table on page
17. |

The deferral option provides that participants may defer up to 50 percent of their base salary and up to 100 percent of their annual bonus with respect to any given plan year, subject to a $2,000 per plan year minimum. The deferred amounts are voluntarily funded on a monthly basis; salary and bonus deferrals are generally 100 percent vested. Accounts are credited with hypothetical earnings, and/or debited with hypothetical losses, based on the performance of certain “Measurement Funds.” Account values are calculated as if the funds from deferrals and contributions had been converted into shares or other ownership units of selected Measurement Funds by purchasing (or selling, where relevant) such shares or units at the current purchase price of the relevant Measurement Fund at the time of the participant’s selection. The benefits are unsecured general obligations of the Company to the participants, and these obligations rank in parity with the Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company’s obligations under the SRP exceed assets available under the trust, the Company would be required to seek additional funding sources to fund its liability under the Deferred Compensation Plan.

Generally, the SRP provides for distributions of any deferred amounts upon the earliest to occur of a participant’s death, disability, retirement or other termination of employment (a “Termination Event”). However, for any deferrals of salary and bonus (but not Company contributions), participants would be entitled to designate a distribution date which is prior to a Termination Event. The SRP allows a participant to elect to receive distributions in installments or lump-sum payments.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The following table describes the potential payments and benefits under the Company’s compensation and benefit plans and arrangements to which the named executive officers would be entitled upon termination of employment. There are no other agreements, arrangements or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment except as described below. Additional payments or benefits to a terminating executive officer would be at the discretion of the Compensation Committee.

The executive officers are not entitled to additional benefits at death or disability per the terms of the defined benefit plan. The amounts payable at retirement are disclosed in the “Benefit Plans” section on page 22. The executive officers can choose to receive the amounts accumulated in the SRP either as a lump-sum or in installments at retirement, death or disability. These amounts have been disclosed under the “Nonqualified Deferred Compensation” section on page 23. The table below shows the incremental restricted shares that would become vested as of December 31, 2008 at the closing market price of $5.62 per share for our Common Stock, as of that date in the case of retirement, death or disability.

| Name | | Stock
Awards — Number
of shares underlying
unvested stock
(#) | Unrealized value
of unvested
stock ($) |
| --- | --- | --- | --- |
| Richard
A. Hubbell | | | |
| ● | Retirement | — | — |
| ● | Disability | 43,040 | 241,890 |
| ● | Death | 43,040 | 241,890 |
| Ben
M. Palmer | | | |
| ● | Retirement | — | — |
| ● | Disability | 15,766 | 88,610 |
| ● | Death | 15,766 | 88,610 |
| R.
Randall Rollins | | | |
| ● | Retirement | 17,625 | 99,050 |
| ● | Disability | 17,625 | 99,050 |
| ● | Death | 17,625 | 99,050 |
| James
A. Lane, Jr. | | | |
| ● | Retirement | 16,156 | 90,800 |
| ● | Disability | 16,156 | 90,800 |
| ● | Death | 16,156 | 90,800 |
| Linda
H. Graham | | | |
| ● | Retirement | 9,165 | 51,510 |
| ● | Disability | 9,165 | 51,510 |
| ● | Death | 9,165 | 51,510 |

Accrued Pay and Regular Retirement Benefits

The amounts shown in the table above do not include the following since they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:

| ● | Accrued
salary and vacation pay. | |
| --- | --- | --- |
| ● | Distributions
of plan balances under the 401(k) Plan. | |
| ● | The
value of option continuation upon termination, as described below. When an
employee terminates prior to retirement, his or her stock options are
terminated immediately, except that the options may be exercised for a
period after termination (not to exceed the original option termination
date) in the following circumstances: | |
| | ● | Permanent
Disability – one year after
termination |

| ● | Death
– six months after the date of death |
| --- | --- |
| ● | Normal
or Early Retirement – one day less than three months after
retirement |

The termination of employment for any reason shall not accelerate the vesting of options.

Pension Benefit and Deferred Compensation

The Retirement Income Plan does not provide for lump sum payments for a participant including executive officers for instances other than retirement. The Retirement Income Plan is described at ‘Pension Benefits” above. Upon termination, the executive officers will receive a distribution of the balance in their SRP account. These amounts are disclosed under the “Nonqualified Deferred Compensation” section on page 23.

Change in Control or Severance

The Company does not have any change in control or severance arrangements for its executives.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Effective February 28, 2001, RPC began providing certain administrative services to the Company. The service agreements between RPC and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six month’s notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from RPC (or from corporations that are subsidiaries of RPC) for such services aggregated approximately $842,000 in 2008.

A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother, Gary W. Rollins, who is also a director and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of RPC’s voting power.

Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approve or ratify related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.marineproductscorp.com under the Governance section. All related party transactions for the fiscal year ended December 31, 2008 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Principal Auditor

Grant Thornton served as the Company’s independent registered public accountants for the fiscal years ended December 31, 2008 and 2007. In addition to performing the audit of the Company’s consolidated financial statements, Grant Thornton provided various other services during 2008 and 2007.

The Audit Committee has appointed Grant Thornton as the Company’s independent registered public accountants for the fiscal year ending December 31, 2009. Representatives of Grant Thornton are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The aggregate fees billed by independent registered public accountants are set forth below:

	2008	2007
Audit
fees and quarterly reviews (1)	$ 700,300	$ 713,360
Audit
related fees	—	—
Tax
fees	—	—
All
other fees	—	—

(1) Audit fees include fees for audit or review services in accordance with generally accepted auditing standards, such as statutory audits and services rendered for compliance with Section 404 of the Sarbanes-Oxley Act.

Pre-approval of Services

All of the services described above were pre-approved by the Company’s Audit Committee. The Audit Committee has determined that the payments made to its independent registered public accountants for these services are compatible with maintaining such auditors’ independence. All of the hours expended on the principal accountant’s engagement to audit the financial statements of the Company for the year 2008 was attributable to work performed by full-time, permanent employees of the principal accountant.

The Audit Committee is directly responsible for the appointment and termination (subject, if applicable, to shareholder ratification), compensation, and oversight of the work of the independent registered public accountants, including resolution of disagreements between management and the independent registered public accountants regarding financial reporting. The Audit Committee is responsible for pre-approving all audit and non-audit services provided by the independent registered public accountants and ensuring that they are not engaged to perform the specific non-audit services proscribed by law or regulation. The Audit Committee has delegated pre-approval authority to its Chairman with the stipulation that his decision is to be presented to the full Committee at its next scheduled meeting. The Audit Committee has no other pre-approval policies.

STOCKHOLDER PROPOSALS

Appropriate proposals of stockholders intended to be presented at the Company’s 2010 Annual Meeting of the Stockholders must be received by the Company by November 20, 2009, in order to be included, pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, in the Proxy Statement and form of proxy relating to that meeting. In accordance with Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, management proxy holders intend to use their discretionary voting authority with respect to any stockholder proposal raised at the Company’s 2010 Annual Meeting as to which the proponent fails to notify the Company on or before February 3, 2010. With regard to such stockholder proposals, if the date of the next Annual Meeting of the Stockholders is advanced or delayed more than 30 calendar days from April 28, 2010, the Company will, in a timely manner, inform its stockholders of the change and of the date by which such proposals must be received.

With respect to stockholder nomination of directors, the Company’s Bylaws provide that nominations for the election of directors may be made by any stockholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires with respect to nominations for directors for election at an Annual Meeting, that written notice be addressed to: Secretary, Marine Products Corporation, 2170 Piedmont Road, NE, Atlanta, Georgia 30324, not less than ninety days prior to the anniversary of the prior year’s Annual Meeting and set forth the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other specific requirements related to such notice, including required disclosures concerning the stockholder intending to present the nomination, are set forth in the Company’s Bylaws. Notices of nominations must be received by the Secretary of the Company no later than January 28, 2010 and no earlier than December 20, 2009 with respect to directors to be elected at the 2010 Annual Meeting of Stockholders.

EXPENSES OF SOLICITATION

Marine Products will bear the cost of soliciting proxies. Upon request, we will reimburse brokers, dealers and banks, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy material to their beneficial shareholders of record. Solicitation of proxies will be made principally by mail. Proxies also may be solicited in person or by telephone, facsimile or other means by our directors, officers and regular employees. These individuals will receive no additional compensation for these services. The Company has retained Georgeson Shareholder Communications, Inc. to conduct a broker search and to send proxies by mail for an estimated fee of approximately $7,000 plus shipping expenses.

MISCELLANEOUS

The Company’s Annual Report to Stockholders, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, without exhibits, is being mailed to stockholders with this Proxy Statement.

Upon the written request of any record or beneficial owner of the Company’s Common Stock whose proxy was solicited in connection with the 2009 Annual Meeting of Stockholders, the Company will furnish such owner, without charge, a copy of its Annual Report on Form 10-K, including the financial statements and the financial statement schedules (but without exhibits), for its fiscal year ended December 31, 2008. Requests for a copy of such Annual Report on Form 10-K should be addressed to Ms. Linda H. Graham, Secretary, at Marine Products Corporation, 2170 Piedmont Road, NE, Atlanta, Georgia 30324.

Management knows of no business other than the matters set forth herein that will be presented at the Annual Meeting. In as much as matters not known at this time may come before the Annual Meeting, the enclosed proxy confers discretionary authority with respect to such matters as may properly come before the Annual Meeting and it is the intention of the persons named in the proxy to vote in accordance with their best judgment on such matters.


●
Linda
H. Graham, Secretary
Atlanta,
Georgia
March
20, 2009

Marine Products Corporation

Proxy Solicited by the Board of Directors of Marine Products Corporation

For Annual Meeting of Stockholders on Tuesday, April 28, 2009, 12:00 Noon

The undersigned hereby constitutes and appoints GARY W. ROLLINS and R. RANDALL ROLLINS, and each of them, jointly and severally, proxies, with full power of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 28, 2009, at 12:00 Noon at 2170 Piedmont Road, NE, Atlanta, Georgia 30324, or any adjournment thereof.

The undersigned acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 20, 2009, grants authority to said proxies, or either of them, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting and hereby ratifies and confirms all that said proxies or their substitutes may lawfully do in the undersigned’s name, place and stead. The undersigned instructs said proxies, or either of them, to vote as follows:

o FOR RICHARD A. HUBBELL, LINDA H. GRAHAM BILL J. DISMUKE AND LARRY L. PRINCE, AS CLASS II DIRECTORS EXCEPT AS INDICATED BELOW o WITHHOLD AUTHORITY FROM VOTING FOR THE ELECTION OF ALL CLASS II NOMINEES

INSTRUCTIONS: To withhold authority from voting for any individual nominee, write that nominee’s name in the space provided below:

IN THE DISCRETION OF THE PROXIES, ON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

(Over)

MARINE PRODUCTS CORPORATION

ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE INDICATED WILL BE VOTED “FOR” THE ABOVE-NAMED NOMINEES FOR DIRECTOR. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.


Please
sign below, date and return promptly.
Signature
Dated:	,
2009
(Signature
should conform to the name and title stenciled
hereon.
Executors, administrators, trustees, guardians
and
attorneys should add their title upon signing.)

NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.

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