0001510295-18-000056 Sample Contracts

MPLX LP 2012 INCENTIVE COMPENSATION PLAN PHANTOM UNIT AWARD AGREEMENT OFFICER – GRANT (3-year pro-rata vesting)
Phantom Unit Award Agreement • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the MPLX LP 2012 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to [NAME] (the “Participant”), an officer of the Company, on [DATE] (the “Grant Date”), [NUMBER] Phantom Units, with each Phantom Unit representing the right to receive a Unit of the Partnership, subject to the terms and conditions in the Plan and this Award Agreement. The number of Phantom Units awarded is subject to adjustment as provided in the Plan, and the Phantom Units hereby granted are also subject to the following terms and conditions:

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MPLX LP 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT
Incentive Compensation Plan • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the MPLX LP 2012 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to [NAME] (the “Participant”), an officer of the company, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Company’s total unitholder return (or “TUR”) ranking relative to the Peer Group and the DCF Payout Percentage for the Performance Cycle as established by the Board, and as set forth herein. The Performance Units are subject to the following terms and conditions:

MARATHON PETROLEUM CORPORATION PERFORMANCE UNIT AWARD AGREEMENT 2016- 2018 PERFORMANCE CYCLE
Performance Unit Award Agreement • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM CORPORATION (the “Corporation”) has granted to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR ranking relative to the Peer Group for the Performance Cycle as established by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”), and as set forth herein. The Performance Units are subject to the following terms and conditions:

MPLX LP 2012 INCENTIVE COMPENSATION PLAN PHANTOM UNIT AWARD AGREEMENT OFFICER – GRANT (3-year cliff vesting)
Award Agreement • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the MPLX LP 2012 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to [NAME] (the “Participant”), an officer of the Company, on [DATE] (the “Grant Date”), [NUMBER] Phantom Units, with each Phantom Unit representing the right to receive a Unit of the Partnership, subject to the terms and conditions in the Plan and this Award Agreement. The number of Phantom Units awarded is subject to adjustment as provided in the Plan, and the Phantom Units hereby granted are also subject to the following terms and conditions:

MARATHON PETROLEUM CORPORATION RESTRICTED STOCK AWARD AGREEMENT OFFICER
Restricted Stock Award Agreement • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Corporation”) has granted to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), [NUMBER] shares of Restricted Stock (“Restricted Shares”). The number of Restricted Shares awarded is subject to adjustment as provided in the Plan, and the Restricted Shares are subject to the following terms and conditions:

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