Common use of Retention Bonus Award Clause in Contracts

Retention Bonus Award. Executive shall be granted restricted stock of Marathon Petroleum Corporation, valued in the amount of $ 1,000,000 as of the actual grant date. As will be provided in the applicable award agreement, the award will vest in full on the third anniversary of the grant date; provided, however, that except as provided below or in the applicable award agreement, Executive must be providing continuous service to Marathon Petroleum Corporation or any of its subsidiaries or Affiliates from the grant date through the applicable vesting date in order for the restricted stock award to vest. Notwithstanding the foregoing, the applicable award agreement will provide that the restricted stock contemplated under this Paragraph 3.b.iii shall become fully vested upon Executive's separation from service as a result of the forced relocation of Executive's principal place of employment to a location more than 50 miles from Executive's then-current principal place of employment. The award of restricted stock of Marathon Petroleum Corporation contemplated under this Paragraph 3.b.iii. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto as Exhibit E, and the applicable award agreement, which shall be similar in form to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan Restricted Stock Award Agreement, attached hereto as Exhibit F. Notwithstanding the foregoing, if any payment, or portion thereof, must be delayed to comply with Section 409A of the Code because Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the payment, or the portion so delayed, shall be made on the soonest date permissible without triggering the additional tax due under Section 409A of the Code.

Retention Bonus Award. Executive shall be granted restricted stock of Marathon Petroleum Corporation, valued in the amount of $ $1,000,000 as of the actual grant date. As will be provided in the applicable award agreement, the award will vest in full on the third anniversary of the grant date; provided, however, that except as provided below or in the applicable award agreement, Executive must be providing continuous service to Marathon Petroleum Corporation or any of its subsidiaries or Affiliates from the grant date through the applicable vesting date in order for the restricted stock award to vest. Notwithstanding the foregoing, the applicable award agreement will provide that the restricted stock contemplated under this Paragraph 3.b.iii 3.b.iii. shall become fully vested upon Executive's ’s separation from service as a result of the forced relocation of Executive's ’s principal place of employment to a location more than 50 miles from Executive's ’s then-current principal place of employment. The award of restricted stock of Marathon Petroleum Corporation contemplated under this Paragraph 3.b.iii. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto as Exhibit ED, and the applicable award agreement, which shall be similar in form to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan Restricted Stock Award Agreement, attached hereto as Exhibit F. H. Notwithstanding the foregoing, if any payment, or portion thereof, must be delayed to comply with Section 409A of the Code because Executive is a "“specified employee" ” as defined in Section 409A(a)(2)(B)(i) of the Code, the payment, or the portion so delayed, shall be made on the soonest date permissible without triggering the additional tax due under Section 409A of the Code.

Retention Bonus Award. Executive shall be granted restricted stock of Marathon Petroleum Corporation, valued in the amount of $ $1,000,000 as of the actual grant date. As will be provided in the applicable award agreement, the award will vest in full on the third anniversary of the grant date; provided, however, that except as provided below or in the applicable award agreement, Executive must be providing continuous service to Marathon Petroleum Corporation or any of its subsidiaries or Affiliates from the grant date through the applicable vesting date in order for the restricted stock award to vest. Notwithstanding the foregoing, the applicable award agreement will provide that the restricted stock contemplated under this Paragraph 3.b.iii shall become fully vested upon Executive's separation from service as a result of the forced relocation of Executive's principal place of employment to a location more than 50 miles from Executive's then-current principal place of employment. The award of restricted stock of Marathon Petroleum Corporation contemplated under this Paragraph 3.b.iii. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto as Exhibit E, and the applicable award agreement, which shall be similar in form to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan Restricted Stock Award Agreement, attached hereto as Exhibit F. Notwithstanding the foregoing, if any payment, or portion thereof, must be delayed to comply with Section 409A of the Code because Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code, the payment, or the portion so delayed, shall be made on the soonest date permissible without triggering the additional tax due under Section 409A of the Code.