Common use of Vesting Upon a Qualified Termination Clause in Contracts

Vesting Upon a Qualified Termination. Notwithstanding anything herein to the contrary, upon the Participant’s Qualified Termination prior to the end of the Performance Cycle, the Participant’s right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 5, shall vest in full. The TUR Payout Percentage shall be determined as follows (subject to the negative discretion of the Board): (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control (as defined in the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan), based upon actual TUR Performance Percentile and (ii) for the time period from the date of the Change in Control to the end of the Performance Cycle, the TUR Payout Percentage shall be 100%. The DCF Payout Percentages shall be determined as follows (subject to the negative discretion of the Board): (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control (as defined in the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan), based upon actual DCF Payout Percentages and (ii) for the time period from the date of the Change in Control to the end of the Performance Cycle, the DCF Payout Percentages shall be 100%. A payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 4, except that it shall be made 100% in cash.

Vesting Upon a Qualified Termination. Notwithstanding anything herein to the contrary, upon the Participant’s Qualified Termination prior to the end of the Performance Cycle, the Participant’s right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 54, shall vest in full. The TUR Payout Percentage shall be determined as follows (subject to the negative discretion of the Board): (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control (as defined in the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan), based upon actual TUR Performance Percentile and (ii) for the time period from the date of the Change in Control to the end of the Performance Cycle, the TUR Payout Percentage shall be 100%. The DCF Payout Percentages shall be determined as follows (subject to the negative discretion of the Board): (i) for the time period from the beginning of the Performance Cycle to the date of the Change in Control (as defined in the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan), based upon actual DCF Payout Percentages and (ii) for the time period from the date of the Change in Control to the end of the Performance Cycle, the DCF Payout Percentages shall be 100%. A payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 43, except that it shall be made 100% in cash.