Common use of Forfeiture; Certain Terminations Clause in Contracts

Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Paragraph 4(c)(ii) below, in the event of a termination of the Participant’s Service including a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance plan, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. (ii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service (A) as a result of the Participant’s Retirement at any time before the Regular Vesting Date or (B) before the Regular Vesting Date by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the Company, a portion of the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date in accordance with this Paragraph 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Date, if any, shall be equal to the number of Phantom Units that would have vested under Paragraph 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Date, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Measurement Period and the denominator of which is the total number of whole months in the Measurement Period. (iii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service within two years following the Change in Control Date (A) as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Period, any portion of the Phantom Units that does not become vested in accordance with Paragraph 4(a), 4(c)(ii) or 4(c)(iii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant by the Company or any affiliate or Marathon Petroleum Corporation, in each case, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph 9 below.

Forfeiture; Certain Terminations. Except as provided in this paragraph: (i) Notwithstanding upon your Termination, all unvested Performance Stock Units shall immediately be forfeited without compensation; and (ii) upon the foregoingfailure to attain the Performance Goal, but any unvested Performance Stock Units subject to Paragraph 4(c)(iiany such unachieved Performance Goal shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary: (a) belowupon a Termination by reason of your Disability (to the extent that an agreement between you and the Company in effect as of the Grant Date (an “Existing Agreement”) defines “disability” (or a term of like import), as defined in such Existing Agreement, or if there is no Existing Agreement or if such agreement does not define “disability” (or a term of like import), as defined in the 2012 Plan), the Performance Stock Units shall vest in full based on actual performance, upon and subject to the certification by the Committee of attainment of the Performance Goal regardless of whether or not you are employed on the date of certification; (b) upon a Termination by reason of your death, the Performance Stock Units shall immediately vest in full, at target, upon such Termination; (c) in the event of your Termination by the Company without Cause or, if provided in an Existing Agreement, by you for Good Reason or due to a termination of the Participant’s Service including a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination Constructive Termination without eligibility for severance under a Company-sponsored severance planCause, as applicable, all Phantom Units that have not vested prior to each such term (or in connection with such termination concept of Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph 4(c)(iilike import) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. (ii) Notwithstanding Paragraph 4(c)(i) above, is defined in the event Existing Agreement, unless the Existing Agreement provides for a more favorable vesting treatment (in which case, the terms and conditions of such Existing Agreement shall control), subject to your timely execution, delivery, and non-revocation of a termination release of claims in the Participant’s Service (A) as a result of the Participant’s Retirement at any time before the Regular Vesting Date or (B) before the Regular Vesting Date by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored form presented to you by the Company, a pro-rated portion of the Phantom Performance Stock Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date in accordance with this Paragraph 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Date, if any, (which pro-rated portion shall be equal to (x) the number of Phantom Performance Stock Units that would have vested under Paragraph 4(a) had based on actual performance during the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Datefull Performance Period, multiplied by (y) a fraction, the numerator of which is the number of whole months of service by that you have completed with the Participant during Company or its Affiliates between the Measurement Period Grant Date through the date of your Termination and the denominator of which is 36), shall vest upon, and subject to, the total number certification by the Committee of whole months in attainment of the Measurement Period. Performance Goal regardless of whether or not you are employed on the date of certification. In addition, a Termination due to Retirement shall be treated as a Termination without Cause for purposes of this Agreement; provided that “Retirement” means a termination of employment for which (i) prior to such Termination, the sum of your years of age plus years of service to the Company or its Affiliates equals 65 or more years, provided that your years of service to the Company or its Affiliates equals at least 5, (ii) you have provided at least six months’ advance written notice of your intent to retire (and during the period from the date of such advance written notice to the date of your Termination, your employment has not been terminated for Cause and you have not breached any restrictive covenants under any agreements with the Company) and (iii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service within two years following the Change in Control Date (A) Committee has approved that such Termination will be treated as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Period, any portion of the Phantom Units that does not become vested in accordance with Paragraph 4(a), 4(c)(ii) or 4(c)(iii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant by the Company or any affiliate or Marathon Petroleum Corporation, in each case, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph 9 below.Retirement;

Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Paragraph 4(c)(iiSection 4(d)(ii) below, in the event of a termination of the Participant’s Service including a violation of Marathon Petroleum CorporationTesoro’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-Company sponsored severance planplan or the occurrence of a Change in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control (or are not converted pursuant to Section 4(c) above) shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph 4(c)(iiSection 4(d)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(c) above in the event of a Change in Control following a termination of the Participant’s Service. (ii) Notwithstanding Paragraph 4(c)(iSection 4(d)(i) above, in the event of a termination of the Participant’s Service (A) as a result of the Participant’s Retirement at any time before the Regular Vesting Date last day of the Performance Period or (B) at or after the one year anniversary of the commencement of the Performance Period but before the Regular Vesting Date last day of the Performance Period (and not within two years following a Change in Control) by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the Company, a portion of the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date last day of the Performance Period in accordance with this Paragraph Section 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Datelast day of the Performance Period, if any, shall be equal to the number of Phantom Units that would have vested under Paragraph Section 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Datelast day of the Performance Period, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Measurement Performance Period and the denominator of which is the total number of whole months in the Measurement Performance Period. (iii) Notwithstanding Paragraph 4(c)(iSection 4(d)(i) above, in the event of a termination of the Participant’s Service within two years following the a Change in Control Date (A) as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Performance Period, any portion of the Phantom Units that does not become vested in accordance with Paragraph Section 4(a), 4(c)(ii4(c), 4(d)(ii) or 4(c)(iii4(d)(iii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant you by the Company or any affiliate or Marathon Petroleum Tesoro Corporation, in each case, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph Section 9 belowhereof.

Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Paragraph Section 4(c)(ii) below, in the event of a termination of the Participant’s 's Service including or the occurrence of a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance planChange in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph Section 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s 's termination of Service or the Change in Control, as applicable, shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(b) above in the event of a Change in Control following a termination of the Participant's Service. (ii) Notwithstanding Paragraph Section 4(c)(i) above, in the event of a termination of the Participant’s 's Service at or after the one year anniversary of the Performance Period Commencement Date but before the Measurement Date (A) as a result of the Participant’s 's Retirement at any time before the Regular Vesting Date or (B) before the Regular Vesting Date by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the CompanyCause, a portion of the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Measurement Date in accordance with this Paragraph Section 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Measurement Date, if any, shall be equal to the number of Phantom Units that would have vested under Paragraph Section 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Measurement Date, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Measurement Performance Period and the denominator of which is the total number of whole months in the Measurement Performance Period. (iii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service within two years following the Change in Control Date (A) as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement PeriodDate, any portion of the Phantom Units that does not become vested in accordance with Paragraph Section 4(a), 4(c)(ii) or 4(c)(iii4(c)(ii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant by the Company or any affiliate or Marathon Petroleum Corporation, in each case, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph 9 below.

Forfeiture; Certain Terminations. Except as provided in this paragraph, upon your termination of employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the contrary, except as provided in the immediately following sentence, if (i) Notwithstanding the foregoingCompany terminates your employment for any reason other than for “cause” (as defined below), but (ii) the Company causes your employment to terminate because of “constructive termination” (as defined below), (iii) your employment terminates due to death or “disability” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended) or (iv) your employment as Interim Chief Executive Officer terminates following the hiring by the Company of a replacement chief executive officer (other than you) and your having provided transitional services to the Company for the six (6) week period (or such shorter period as determined by the Company in its sole discretion) immediately following the date such replacement chief executive officer is hired, then, provided that you have not breached the provisions of Paragraph 4 of the employment agreement by and between you and the Company dated June [•], 2022 (the “Employment Agreement”), your Stock Award shall vest in full (to the extent then unvested) effective as of your employment termination date, in each case, subject to Paragraph 4(c)(ii) belowyour execution and non-revocation of a Release (as defined, and on the terms and conditions set forth, in the Employment Agreement). In the event of that a termination of your employment described in the Participant’s Service including immediately preceding clauses (i), (ii), (iii) or (iv) occurs on a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance plan, as applicable, all Phantom Units date that have not vested is prior to or the six (6) month anniversary of the Grant Date, then 20% of the Restricted Stock Units will not vest, and instead will be immediately forfeited for no consideration; provided, however, that in no event shall you forfeit a portion of the Restricted Stock Units to the extent such forfeiture would cause the fair market value of the Restricted Stock Units (based on the closing price of a share of the Company’s common stock on the employment termination date) that otherwise would vest in connection with such termination of Service shall thereupon automatically employment to be forfeited by the Participant without further action and without payment less than $2,080,000. For purposes of consideration therefor. Subject to Paragraph 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. (ii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service (A) as a result of the Participant’s Retirement at any time before the Regular Vesting Date or (B) before the Regular Vesting Date by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the Companythis Agreement, a portion “Termination” or “Termination of the Phantom Units Employment” shall not be forfeited in connection with such termination occur upon cessation of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date in accordance with this Paragraph 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Date, if any, shall be equal to the number of Phantom Units that would have vested under Paragraph 4(a) had the Participant remained in Service your employment with the Company, the Partnership or one even if you remain a director of their Affiliates through the Regular Vesting Date, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Measurement Period and the denominator of which is the total number of whole months in the Measurement Period. (iii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service within two years following the Change in Control Date (A) as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Period, any portion of the Phantom Units that does not become vested in accordance with Paragraph 4(a), 4(c)(ii) or 4(c)(iii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant by the Company or any affiliate or Marathon Petroleum Corporation, in each case, become a consultant to the extent outstanding and unvested at Company thereafter. The Company shall have “cause” to terminate your employment only if you have (1) acted in bad faith or with dishonesty, (2) willfully failed to follow the time directions of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph 9 below.the

Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Paragraph Section 4(c)(ii) below, in the event of a termination of the Participant’s 's Service including or the occurrence of a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance planChange in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph Section 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s 's termination of Service or the Change in Control, as applicable, shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(b) above in the event of a Change in Control following a termination of the Participant's Service. (ii) Notwithstanding Paragraph Section 4(c)(i) above, in the event of a termination of the Participant’s 's Service (A) as a result of the Participant’s 's Retirement at any time before the Regular Vesting Date last day of the Performance Period or (B) at or after the one year anniversary of the commencement of the Performance Period but before the Regular Vesting Date last day of the Performance Period by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the CompanyCause, a portion of the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date last day of the Performance Period in accordance with this Paragraph Section 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Datelast day of the Performance Period, if any, shall be equal to the number of Phantom Units that would have vested under Paragraph Section 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Datelast day of the Performance Period, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Measurement Performance Period and the denominator of which is the total number of whole months in the Measurement Performance Period. (iii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service within two years following the Change in Control Date (A) as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Performance Period, any portion of the Phantom Units that does not become vested in accordance with Paragraph Section 4(a), 4(c)(ii) or 4(c)(iii4(c)(ii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant by the Company or any affiliate or Marathon Petroleum Corporation, in each case, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph 9 below.

Forfeiture; Certain Terminations. (i) Except as provided in this paragraph, upon your termination of employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without compensation. Notwithstanding anything herein to the foregoing, but subject to Paragraph 4(c)(ii) belowcontrary, in the event of a termination of that your employment with the Participant’s Service including a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance plan, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. (ii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service (A) Company is terminated as a result of your death or Disability (to the Participant’s Retirement at any time before extent that an agreement between you and the Regular Vesting Company in effect as of the Grant Date (an “Existing Agreement”) defines “disability” (or a term of like import), as defined in such Existing Agreement, or if there is no Existing Agreement or if such agreement does not define “disability” (B) before or a term of like import), as defined in the Regular Vesting Date 2012 Plan), the Restricted Stock Units will immediately vest in full. In the event of your Termination by the CompanyCompany without Cause or, if provided in an Existing Agreement, by you for Good Reason or due to a Constructive Termination without Cause, as each such term (or concept of like import) is defined in the Existing Agreement, unless the Existing Agreement provides for a more favorable vesting treatment (in which case, the Partnership or one terms and conditions of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored such Existing Agreement shall control), subject to your timely execution, delivery, and non-revocation of a release of claims in the form presented to you by the Company, a pro-rated portion of the Phantom Restricted Stock Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date in accordance with this Paragraph 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Date, if any, (which pro-rated portion shall be equal to (x) the total number of Phantom Restricted Stock Units that would have vested under Paragraph 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Dategranted herein, multiplied by (y) a fraction, the numerator of which is the number of whole months of service by that you have completed with the Participant during Company or its Affiliates between the Measurement Period Grant Date and the date of your Termination and the denominator of which is 36, and (z) such product (which shall be rounded down to the total nearest whole unit) shall be reduced by the number of whole months in Restricted Stock Units that had vested, if any, prior to the Measurement Period. date of your Termination) shall vest on the originally applicable Vesting Date. In addition, a Termination due to Retirement shall be treated as a Termination without Cause for purposes of this Agreement; provided that “Retirement” means a termination of employment for which (i) prior to such termination, the sum of your years of age plus years of service to the Company or its Affiliates equals 65 or more years, provided that your years of service to the Company or its Affiliates equals at least 5, (ii) you have provided at least six months’ advance written notice of your intent to retire (and during the period from the date of such advance written notice to the date of your Termination, your employment has not been terminated for Cause and you have not breached any restrictive covenants under any agreements with the Company) and (iii) Notwithstanding Paragraph 4(c)(i) above, in the Committee has approved that such termination will be treated as a Retirement. In the event of a termination of your Termination by the Participant’s Service within two years following the Change Company without Cause or, if provided in Control Date (A) as a result of the Participant’s resignation an Existing Agreement, by you for Good Reason or due to a Constructive Termination without Cause, as each such term (Bor concept of like import) is defined in the Existing Agreement, in each case, within ninety (90) days prior to, or two (2) years following, a Change in Control (as defined in the 2018 Plan), subject to your timely execution, delivery, and non-revocation of a release of claims in the form presented to you by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Restricted Stock Units shall not be forfeited in connection with such termination of Service, but shall instead will immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Periodin full, any portion of the Phantom Units that does not become vested in accordance with Paragraph 4(a), 4(c)(ii) or 4(c)(iii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant by the Company or any affiliate or Marathon Petroleum Corporation, in each caseand, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) required by the Company upon the Participant’s breach, in any respect, of any Section 409A of the covenants set forth in Paragraph 9 belowCode, will pay out on the originally applicable Vesting Date.

Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Paragraph Section 4(c)(ii) below, in the event of a termination of the Participant’s Service including or the occurrence of a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance planChange in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph Section 4(c)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service or the Change in Control, as applicable, shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(b) above in the event of a Change in Control following a termination of the Participant’s Service. (ii) Notwithstanding Paragraph Section 4(c)(i) above, in the event of a termination of the Participant’s Service (A) as a result of the Participant’s Retirement at any time before the Regular Vesting Date last day of the Performance Period or (B) at or after the one year anniversary of the commencement of the Performance Period but before the Regular Vesting Date last day of the Performance Period by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the CompanyCause, a portion of the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date last day of the Performance Period in accordance with this Paragraph Section 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Datelast day of the Performance Period, if any, shall be equal to the number of Phantom Units that would have vested under Paragraph Section 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Datelast day of the Performance Period, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Measurement Performance Period and the denominator of which is the total number of whole months in the Measurement Performance Period. (iii) Notwithstanding Paragraph 4(c)(i) above, in the event of a termination of the Participant’s Service within two years following the Change in Control Date (A) as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Performance Period, any portion of the Phantom Units that does not become vested in accordance with Paragraph Section 4(a), 4(c)(ii) or 4(c)(iii4(c)(ii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (viv) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant you by the Company company or any affiliate or Marathon Petroleum Tesoro Corporation, in each case, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph Section 9 belowhereof.

Forfeiture; Certain Terminations. (i) Notwithstanding the foregoing, but subject to Paragraph 4(c)(iiSection 4(d)(ii) below, in the event of a termination of the Participant’s Service including or the occurrence of a violation of Marathon Petroleum Corporation’s Code of Business Conduct, or involuntary termination without eligibility for severance under a Company-sponsored severance planChange in Control, as applicable, all Phantom Units that have not vested prior to or in connection with such termination of Service or Change in Control (or are not converted pursuant to Section 4(c) above) shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. Subject to Paragraph 4(c)(iiSection 4(d)(ii) below, no portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. For the avoidance of doubt, no Phantom Units shall become vested pursuant to Section 4(c) DC\1432231.6 above in the event of a Change in Control following a termination of the Participant’s Service. (ii) Notwithstanding Paragraph 4(c)(iSection 4(d)(i) above, in the event of a termination of the Participant’s Service (A) as a result of the Participant’s Retirement at any time before the Regular Vesting Date last day of the Performance Period or (B) at or after the one year anniversary of the commencement of the Performance Period but before the Regular Vesting Date last day of the Performance Period (and not within two years following a Change in Control) by the Company, the Partnership or one of their Affiliates without Cause under circumstances qualifying for severance compensation under any severance plan sponsored by the CompanyCause, a portion of the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead remain outstanding and shall be eligible to vest on the Regular Vesting Date last day of the Performance Period in accordance with this Paragraph Section 4(c)(ii). In the event of such a termination of Service, the number of Phantom Units that shall vest on the Regular Vesting Datelast day of the Performance Period, if any, shall be equal to the number of Phantom Units that would have vested under Paragraph Section 4(a) had the Participant remained in Service with the Company, the Partnership or one of their Affiliates through the Regular Vesting Datelast day of the Performance Period, multiplied by a fraction, the numerator of which is the number of whole months of service by the Participant during the Measurement Performance Period and the denominator of which is the total number of whole months in the Measurement Performance Period. (iii) Notwithstanding Paragraph 4(c)(iSection 4(d)(i) above, in the event of a termination of the Participant’s Service within two years following the a Change in Control Date (A) as a result of the Participant’s resignation for Good Reason or (B) by the Company, the Partnership or one of their Affiliates without Cause, the Phantom Units shall not be forfeited in connection with such termination of Service, but shall instead immediately vest upon such termination of Service. (iv) Effective as of the last day of the Measurement Performance Period, any portion of the Phantom Units that does not become vested in accordance with Paragraph Section 4(a), 4(c)(ii4(c), 4(d)(ii) or 4(c)(iii4(d)(iii) above shall automatically be forfeited by the Participant without further action and without payment of consideration therefor. (v) In addition to the forfeiture provisions described above, this Award and all other equity-based compensation awards granted to the Participant you by the Company or any affiliate or Marathon Petroleum Tesoro Corporation, in each case, to the extent outstanding and unvested at the time of any such breach, shall be subject to immediate forfeiture and recoupment (in full) by the Company upon the Participant’s breach, in any respect, of any of the covenants set forth in Paragraph Section 9 belowhereof.