Common use of Alternative Conversion Methodology Clause in Contracts

Alternative Conversion Methodology. Notwithstanding the other provisions of this Section 13.3 respecting the conversion of each MRO Vested Option into a Remaining MRO Vested Option or an MPC Vested Option, the conversion for administrative convenience may be effected using any other reasonable methodology (an “Alternate Methodology”) recommended by or reasonably acceptable to the recordkeeper for the MRO Stock Plans provided (A) the conversion effected in accordance with the Alternate Methodology results in tax consequences for option holders which are no less favorable than the consequences to such option holders if the conversion was effected in accordance with the express provisions of this Section 13.3, (B) the conversion is (subject to Section 13.3(b) and Section 13.3(c)((ii)) effected on a uniform and consistent basis and (C) the difference for each Person between the aggregate “spread” respecting such Person’s Remaining MRO Vested Option (as determined using the MRO Post-Distribution Stock Value) and MPC Vested Option (as determined using the MPC Stock Value) resulting from a conversion effected in accordance with the Alternative Methodology and the aggregate “spread” resulting from a conversion effected pursuant to the express provisions of this Section 13.3 is no more than one and two/tenths (1.2) percent.

Alternative Conversion Methodology. Notwithstanding the other provisions of this Section 13.3 13.2 respecting the conversion of each MRO Vested Unvested Option into a Remaining MRO Vested Unvested Option or an MPC Vested Unvested Option, the conversion for administrative convenience may be effected using any other reasonable methodology (an “Alternate Methodology”) recommended by or reasonably acceptable to the recordkeeper for the MRO Stock Plans provided (A) the conversion effected in accordance with the Alternate Methodology results in tax consequences for option holders which are no less favorable than the consequences to such option holders if the conversion was effected in accordance with the express provisions of this Section 13.313.2, (B) the conversion is (subject to Section 13.3(b) and Section 13.3(c)((ii13.2(d)((ii)) effected on a uniform and consistent basis and (C) the difference for each Person option holder between the aggregate “spread” respecting such Person’s his or her Remaining MRO Vested Unvested Option (as determined using the MRO Post-Distribution Stock Value) and or MPC Vested Unvested Option (as determined using the MPC Stock Value) resulting from a conversion effected in accordance with the Alternative Methodology and the aggregate “spread” resulting from a conversion effected pursuant to the express provisions of this Section 13.3 13.2 is no more than one and two/tenths (1.2) percent.