Common use of Vesting and Forfeiture of Restricted Shares Clause in Contracts

Vesting and Forfeiture of Restricted Shares. (a) The Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than one listed in subparagraph (b)(i) – (iv) of this Paragraph 2, any Restricted Shares that have not vested as of the date of such termination of Employment shall be immediately and 100% forfeited to the Corporation. (b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the events set out below: i. termination of the Participant’s Employment due to death; ii. Participant’s “separation from service” (within the meaning of Section 409A of the Code) upon the forced relocation of Participant’s principal place of employment to a location more than 50 miles from Participant's then-current principal place of employment; iii. termination of the Participant’s Employment due to Mandatory Retirement; or iv. Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.

Vesting and Forfeiture of Restricted Shares. (a) The Restricted Shares shall vest in three cumulative annual installments, as follows: (i) one-third of the Restricted Shares shall vest on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Shares shall vest on the second anniversary of the Grant Date; and (iii) all remaining Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than one listed in subparagraph (b)(i) – (iv) of this Paragraph 2death or Mandatory Retirement, any Restricted Shares that have not vested as of the date of such termination of Employment shall be immediately and 100% forfeited to the Corporation. (b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2above, upon the events set out belowupon: i. (i) termination of the Participant’s Employment due to death; (ii. Participant’s “separation from service” (within the meaning of Section 409A of the Code) upon the forced relocation of Participant’s principal place of employment to a location more than 50 miles from Participant's then-current principal place of employment; iii. termination of the Participant’s Employment due to Mandatory Retirement; or iv. (iii) a Participant’s Qualified Termination as defined under the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan, provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.

Vesting and Forfeiture of Restricted Shares. (a) The Restricted Shares shall vest in three cumulative annual installments, as follows: (i) one-third of the Restricted Shares shall vest on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Shares shall vest on the second anniversary of the Grant Date; and (iii) all remaining Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the applicable vesting date for each installment in order for the applicable Restricted Shares to vestvest on such date. If the Employment of the Participant is terminated for any reason reason, except as provided in subsection (including non-Mandatory Retirementb) other than one listed in subparagraph (b)(i) – (iv) of this Paragraph 2below, any Restricted Shares that have not vested as of the date of such termination of Employment shall be immediately and 100% forfeited to the Corporation. (b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph subsection (a) of this Paragraph 2above, upon the events set out belowupon: i. (i) termination of the Participant’s 's Employment due to death; (ii. Participant’s “separation from service” (within the meaning of Section 409A of the Code) upon the forced relocation of Participant’s principal place of employment to a location more than 50 miles from Participant's then-current principal place of employment; iii. termination of the Participant’s 's Employment due to Mandatory Retirement; oror OR1216B3P (May 2012) 1 iv. Participant’s Qualified Termination (iii) a Change in Control of the Corporation, provided that as of such Qualified Termination Change in Control the Participant has been in continuous Employment since the Grant Date.

Vesting and Forfeiture of Restricted Shares. The Restricted Shares shall vest in three cumulative annual installments, as follows: (ai) The one-third of the Restricted Shares shall vest on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Shares shall vest on the second anniversary of the Grant Date; and (iii) the remaining one-third of the Restricted Shares shall vest on the third anniversary of the Grant Date; providedProvided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than one listed in subparagraph (b)(i) – (iv) of this Paragraph 2death or Mandatory Retirement, any Restricted Shares that have not vested as of the date of such termination of Employment shall be immediately and 100% forfeited to the Corporation. (b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2above, upon the events set out belowupon: i. (i) termination of the Participant’s Employment due to death; (ii. Participant’s “separation from service” (within the meaning of Section 409A of the Code) upon the forced relocation of Participant’s principal place of employment to a location more than 50 miles from Participant's then-current principal place of employment; iii. termination of the Participant’s Employment due to Mandatory Retirement; or iv. Participant’s Qualified Termination (iii) a Change in Control of the Corporation, provided that as of such Qualified Termination Change in Control the Participant has been in continuous Employment since the Grant Date.