Common use of Retention Award Clause in Contracts

Retention Award. Executive shall be granted a retention award in the amount of $1,992,160 (the “Retention Award”). The Retention Award shall be paid part in cash (the “Cash Portion”) and part in phantom partnership units of MPLX LP and restricted stock units of Marathon Petroleum Corporation (the “Equity Portion”). 1. The Cash Portion of the Retention Award shall be equal to the sum of (i) the employee portion of the Federal Insurance Contribution Act (“FICA”) taxes that are due and required to be withheld upon grant of the Retention Award (“FICA Amount”) plus, (ii) all income tax withholdings due as a result of the taxable nature of the payment of the FICA Amount (it being understood that the amounts in this subsection (ii) must be calculated iteratively to account for the circular nature of the income tax withholding obligations related to the payment of the FICA Amount and the related income tax withholdings). The Cash Portion shall be timely remitted directly to the relevant taxing authorities. 2. The Equity Portion shall equal the excess of (i) the Retention Award, over (ii) the Cash Portion. The Equity Portion shall consist of 50% phantom partnership units of MPLX LP and 50% restricted stock units of Marathon Petroleum Corporation, both valued as of the grant date. As will be provided in the applicable award agreements, the phantom partnership units, including the accrued DERS/distributions, and the restricted stock units shall vest and become payable upon Executive’s separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) from the applicable Code Section 409A “service recipient” with respect to the Retention Award (as defined in Treasury Regulation 1.409A-1(h)(3) for any reason and at any time. The phantom units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the MPLX LP 2012 Incentive Compensation Plan, attached hereto, as Exhibit B, and the applicable award agreement, which shall be similar in form to the MPLX LP 2012 Incentive Compensation Plan Phantom Unit Award Agreement, attached hereto as Exhibit C, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. The restricted stock units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto, as Exhibit D, and the applicable award agreement, which shall be similar in form to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan Restricted Stock Unit Award Agreement, attached hereto as Exhibit E, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. For the sake of clarity, it is the intention of the parties that Executive will not incur a “separation from service” for purposes of this Paragraph 3.b.i. when or if Executive’s employment with MarkWest Hydrocarbon, Inc. is transferred to the Company or its Affiliates so long as Executive continues to provide sufficient services to MarkWest Energy Partners, L.P. and certain related entities pursuant to Treasury Regulation 1.409A-1(h)(1)(ii).

Retention Award. Executive shall be granted a retention award in the amount of $1,992,160 (the “"Retention Award”"). The Retention Award shall be paid part in cash (the “"Cash Portion”") and part in phantom partnership units of MPLX LP and restricted stock units of Marathon Petroleum Corporation (the “"Equity Portion”"). 1. The Cash Portion of the Retention Award shall be equal to the sum of (i) the employee portion of the Federal Insurance Contribution Act (“"FICA”") taxes that are due and required to be withheld upon grant of the Retention Award (“"FICA Amount”") plus, (ii) all income tax withholdings due as a result of the taxable nature of the payment of the FICA Amount (it being understood that the amounts in this subsection (ii) must be calculated iteratively to account for the circular nature of the income tax withholding obligations related to the payment of the FICA Amount and the related income tax withholdings). The Cash Portion shall be timely remitted directly to the relevant taxing authorities. 2. The Equity Portion shall equal the excess of (i) the Retention Award, over (ii) the Cash Portion. The Equity Portion shall consist of 50% phantom partnership units of MPLX LP and 50% restricted stock units of Marathon Petroleum Corporation, both valued as of the actual grant date. As will be provided in the applicable award agreementsagreement, the phantom partnership units, including the units and accrued DERS/distributions, and the restricted stock units distributions shall vest and become payable upon Executive’s 's separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”")) from the applicable Code Section 409A “"service recipient” " with respect to the Retention Award (as defined in Treasury Regulation 1.409A-1(h)(31.409A­ l(h)(3) for any reason and at any time, except if Executive's separation from service is due to the termination of his employment for Cause (as defined in Section 4(b) of the Prior Agreement, except that the terms "Board," "Company," and "Partnership," as used in Section 4(b) of the Prior Agreement shall mean the Company, as herein defined, or the Executive's employer, as the case may be). If Executive's "separation from service" is due to the termination of his employment for Cause, the Retention Award and the phantom partnership units under this Paragraph 3.b.i . shall be forfeited in their entirety. The phantom partnership units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the MPLX LP 2012 Incentive Compensation Plan, attached hereto, hereto as Exhibit B, and the applicable award agreement, which shall be similar in form to the MPLX LP 2012 Incentive Compensation Plan Phantom Unit Award Agreement, attached hereto as Exhibit C, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. The restricted stock units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto, as Exhibit D, and the applicable award agreement, which shall be similar in form to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan Restricted Stock Unit Award Agreement, attached hereto as Exhibit E, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. C. For the sake of clarity, it is the intention of the parties that Executive will not incur a “"separation from service” " for purposes of this Paragraph 3.b.i. when or if Executive’s Executive 's employment with MarkWest Hydrocarbon, Inc. is transferred to the Company or its Affiliates so long as Executive continues to provide sufficient services to MarkWest Energy Partners, L.P. and certain related entities pursuant to Treasury Regulation 1.409A-1(h)(1)(ii1.409A-l(h)(l)(ii).

Retention Award. Executive shall be granted a retention award in the amount of $1,992,160 1,808,900 (the “"Retention Award”"). The Retention Award shall be paid part in cash (the “"Cash Portion”") and part in phantom partnership units of MPLX LP and restricted stock units of Marathon Petroleum Corporation (the “"Equity Portion”)") . 1. The Cash Portion of the Retention Award shall be equal to the sum of (i) the employee portion of the Federal Insurance Contribution Act (“"FICA”") taxes that are due and required to be withheld upon grant of the Retention Award (“"FICA Amount”") plus, (ii) all income tax withholdings due as a result of the taxable nature of the payment of the FICA Amount (it being understood that the amounts in this subsection (ii) must be calculated iteratively to account for the circular nature of the income tax withholding obligations related to the payment of the FICA Amount and the related income tax withholdings). The Cash Portion shall be timely remitted directly to the relevant taxing authorities. 2. The Equity Portion shall equal the excess of (i) the Retention Award, over (ii) the Cash PortionPortion . The Equity Portion shall consist of 50% phantom partnership units of MPLX LP and 50% restricted stock units of Marathon Petroleum Corporation, both valued as of the actual grant date. As will be provided in the applicable award agreementsagreement, the phantom partnership units, including the units and accrued DERS/distributions, and the restricted stock units distributions shall vest and become payable upon Executive’s 's separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”")) from the applicable Code Section 409A “"service recipient” " with respect to the Retention Award (as defined in Treasury Regulation 1.409A-1(h)(31.409A­ l(h)(3) for any reason and at any time, except if Executive's separation from service is due to the termination of his employment for Cause (as defined in Section 4(b) of the Prior Agreement, except that the terms "Board," "Company," and "Partnership," as used in Section 4(b) of the Prior Agreement shall mean the Company, as herein defined, or the Executive's employer, as the case may be). If Executive's "separation from service" is due to the termination of his employment for Cause, the Retention Award and the phantom partnership units under this Paragraph 3.b.i. shall be forfeited in their entirety. The phantom partnership units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the MPLX LP 2012 Incentive Compensation Plan, attached hereto, hereto as Exhibit B, and the applicable award agreement, which shall be similar in form to the MPLX LP 2012 Incentive Compensation Plan Phantom Unit Award Agreement, attached hereto as Exhibit C, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. The restricted stock units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto, as Exhibit D, and the applicable award agreement, which shall be similar in form to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan Restricted Stock Unit Award Agreement, attached hereto as Exhibit E, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. C. For the sake of clarity, it is the intention of the parties that Executive will not incur a “"separation from service” " for purposes of this Paragraph 3.b.i. when or if Executive’s 's employment with MarkWest Hydrocarbon, Inc. is transferred to the Company or its Affiliates so long as Executive continues to provide sufficient services to MarkWest Energy Partners, L.P. and certain related entities pursuant to Treasury Regulation 1.409A-1(h)(1)(ii1.409A-l(h)(I)(ii).

Retention Award. Executive shall be granted a retention award in the amount of $1,992,160 1,746,800 (the “"Retention Award”"). The Retention Award shall be paid part in cash (the “"Cash Portion”") and part in phantom partnership units of MPLX LP and restricted stock units of Marathon Petroleum Corporation (the “"Equity Portion”"). 1. The Cash Portion of the Retention Award shall be equal to the sum of (i) the employee portion of the Federal Insurance Contribution Act (“"FICA”") taxes that are due and required to be withheld upon grant of the Retention Award (“"FICA Amount”") plus, (ii) all income tax withholdings due as a result of the taxable nature of the payment of the FICA Amount (it being understood that the amounts in this subsection (ii) must be calculated iteratively to account for the circular nature of the income tax withholding obligations related to the payment of the FICA Amount and the related income tax withholdings). The Cash Portion shall be timely remitted directly to the relevant taxing authorities. 2. The Equity Portion shall equal the excess of (i) the Retention Award, over (ii) the Cash Portion. The Equity Portion shall consist of 50% phantom partnership units of MPLX LP and 50% restricted stock units of Marathon Petroleum Corporation, both valued as of the actual grant date. As will be provided in the applicable award agreementsagreement, the phantom partnership units, including the units and accrued DERS/distributions, and the restricted stock units distributions shall vest and become payable upon Executive’s 's separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”")) from the applicable Code Section 409A “"service recipient” " with respect to the Retention Award (as defined in Treasury Regulation 1.409A-1(h)(31.409A­-l(h)(3) for any reason and at any time, except if Executive's separation from service is due to the termination of his employment for Cause (as defined in Section 4(b) of the Prior Agreement, except that the terms "Board," "Company," and "Partnership," as used in Section 4(b) of the Prior Agreement shall mean the Company, as herein defined, or the Executive's employer, as the case may be). If Executive's "separation from service" is due to the termination of his employment for Cause, the Retention Award and the phantom partnership units under this Paragraph 3.b.i. shall be forfeited in their entirety. The phantom partnership units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the MPLX LP 2012 Incentive Compensation Plan, attached hereto, hereto as Exhibit B, and the applicable award agreement, which shall be similar in form to the MPLX LP 2012 Incentive Compensation Plan Phantom Unit Award Agreement, attached hereto as Exhibit C, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. The restricted stock units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto, as Exhibit D, and the applicable award agreement, which shall be similar in form to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan Restricted Stock Unit Award Agreement, attached hereto as Exhibit E, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. C. For the sake of clarity, it is the intention of the parties that Executive will not incur a “"separation from service” " for purposes of this Paragraph 3.b.i. when or if Executive’s 's employment with MarkWest Hydrocarbon, Inc. is transferred to the Company or its Affiliates so long as Executive continues to provide sufficient services to MarkWest Energy Partners, L.P. and certain related entities pursuant to Treasury Regulation 1.409A-1(h)(1)(ii1.409A-l(h)(I)(ii).