Common use of Treatment of Outstanding Vested Stock Appreciation Rights Clause in Contracts

Treatment of Outstanding Vested Stock Appreciation Rights. Each vested COP SAR regardless of who holds such vested COP SAR, shall be adjusted as of the Effective Time such that the holder of such vested COP SAR shall, immediately following the Effective Time, holds an adjusted vested stock appreciation right with respect to COP Common Stock (an “Adjusted Vested COP SAR”) and a vested stock appreciation right with respect to Xxxxxxxx 66 Common Stock (a “Vested Xxxxxxxx 66 SAR”). Each Adjusted Vested COP SAR and each Vested Xxxxxxxx 66 SAR shall be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding vested COP SAR immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (i) (x) the per-share exercise price of each such Adjusted Vested COP SAR shall be the COP Adjusted Exercise Price, and (y) the number of shares of COP Common Stock subject to each such Adjusted Vested COP SAR shall be equal to the product of the number of such shares multiplied by the quotient obtained by dividing (A) the Pre-Distribution Spread by (B) the sum of (I) the excess of the COP Post-Distribution Stock Value over the COP Adjusted Exercise Price plus (II) one half the excess of the Xxxxxxxx 66 Stock Value over the Xxxxxxxx 66 Adjusted Exercise Price, with any fractional share rounded down to the nearest whole share; and (ii) (x) the per-share exercise price of each such Vested Xxxxxxxx 66 SAR shall be the Xxxxxxxx 66 Adjusted Exercise Price, and (y) the number of shares of Xxxxxxxx 66 Common Stock subject to each such Vested Xxxxxxxx 66 SAR shall be equal to one half the number of shares subject to the corresponding Adjusted Vested COP SAR, with any fractional share rounded down to the nearest whole share.

Treatment of Outstanding Vested Stock Appreciation Rights. Each vested COP MRO SAR regardless of who holds such vested COP SAR, shall be adjusted as of the Effective Time such that the holder of such vested COP MRO SAR shall, immediately following the Effective Time, holds hold an adjusted vested stock appreciation right with respect to COP Common Stock Marathon Oil common stock (an a “Adjusted Vested COP Remaining MRO SAR”) and a vested stock appreciation right with respect to Xxxxxxxx 66 Common Stock Marathon Petroleum common stock (a an “Vested Xxxxxxxx 66 MPC SAR”). Each Adjusted Vested COP Except as provided in this Section 13.4, each Remaining MRO SAR and each Vested Xxxxxxxx 66 MPC SAR shall be subject to substantially the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding vested COP MRO SAR immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (i) (x) the per-share exercise price of each such Adjusted Vested COP Remaining MRO SAR shall be the COP MRO Adjusted Exercise Price, and Price (yii) the number of shares of COP Common Stock Marathon Oil common stock subject to each such Adjusted Vested COP Remaining MRO SAR shall be equal to the product of the number of such shares multiplied by the quotient obtained by dividing (Ax) the Pre-Distribution Spread by (By) the sum of (IA) the excess of the COP MRO Post-Distribution Stock Value over the COP MRO Adjusted Exercise Price plus (IIB) one half the excess of the Xxxxxxxx 66 MPC Post-Distribution Stock Value over the Xxxxxxxx 66 MPC Adjusted Exercise Price, with any fractional share rounded down to the nearest whole share; and (ii) (x) the . The per-share exercise price of each such Vested Xxxxxxxx 66 MPC SAR shall be the Xxxxxxxx 66 MPC Adjusted Exercise Price, and (y) the number of shares of Xxxxxxxx 66 Common Stock Marathon Petroleum common stock subject to each such Vested Xxxxxxxx 66 MPC SAR shall be equal to one half the number of shares subject to the corresponding Adjusted Vested COP Remaining MRO SAR, with any fractional share rounded down to the nearest whole share.