EXHIBIT 10.2
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
Second Amended and Restated Marathon Oil Corporation Non-Officer Restricted
Stock Plan
(As Approved October 30, 2002, but Effective as of January 2, 2002)
1. Purpose
The objective of the Marathon Oil Corporation Non-Officer Restricted
Stock Plan (the "Plan") is, through the issuance of restricted stock
("Shares"), to advance the interests of Marathon Oil Corporation, its
subsidiaries, affiliates and joint ventures (the "Corporation") (a) by
promoting the retention of outstanding employees, (b) by rewarding
specific noteworthy achievements on the part of an employee or a group
of employees, (c) by motivating employees through growth-related
incentives to achieve long-term goals and (d) by aligning the
interests of employees with those of the stockholders.
2. Administration
The Compensation and Organization Committee of the Marathon Oil
Corporation Board of Directors (the "Board") or such other committee
of the Board as the Board may designate to oversee the Plan (the
"Authorizing Committee") shall create and authorize pools of specific
numbers of Shares to be granted under the Plan by the Granting
Committee. Authorizations shall be made every two years, and no
authorization shall exceed 1 percent of the total shares of common
stock outstanding on December 31 of the preceding year. In addition,
Shares related to grants that are forfeited or cancelled before
vesting shall immediately become available for grants, and these
Shares, as well as any unused portion of the percentage limit of
Shares available from previous authorizations, shall be carried
forward and available for grants in succeeding calendar years.
Except as otherwise set forth herein, the Plan shall be administered
by the Salary and Benefits Committee of the Corporation (the
"Administering Committee"). The Administering Committee shall
establish its own guidelines for general administration of the Plan.
Such guidelines shall be subject to review by the Law, Tax and
Accounting departments. The Administering Committee shall have the
power to cancel a grant made under the Plan when such cancellation is
deemed appropriate. The Administering Committee may delegate to the
Stock Plan Officer (as designated under the Marathon Oil Corporation
1990 Stock Plan) its duties under this Plan pursuant to such
conditions or limitations as the Administering Committee may
establish.
From and after May 28, 2002, the Authorizing Committee shall authorize
a committee (the "Director Committee") consisting of the employee
Director(s) of the Marathon Oil Corporation Board of Directors to
grant awards of specific numbers of Shares to eligible employees. The
term "Granting Committee" shall refer to the Administrative Committee
prior to May 28, 2002, and shall refer to the Director Committee from
and after May 28, 2002.
3. Eligibility for Participation
Individuals who are employed by one of the following entities and are
below Salary Grade 19 shall be eligible to receive grants under the
Plan:
Marathon Oil Corporation and its wholly-owned direct and indirect
subsidiaries, Marathon Oil Company and its wholly-owned direct and
indirect subsidiaries, Marathon Ashland Petroleum LLC and its
wholly-owned direct and indirect subsidiaries, Speedway
SuperAmerica LLC and its wholly-owned direct and indirect
subsidiaries, or any foreign entity that is wholly-owned, directly
or indirectly, by Marathon Oil Corporation.
The Granting Committee shall select from among such eligible employees
those to whom Shares shall be granted and shall determine the number
of Shares to be granted to each such grantee.
4. Grants
All grants shall be subject to such forfeiture and transfer
restriction provisions as may be established by the Administering
Committee. As a condition of acceptance of a grant, each employee must
agree to forgo the opportunity to make an election under Section 83(b)
of the Internal Revenue Code of 1986 to be taxed on the fair market
value of the shares as of the date of the grant. Grantees receiving an
award shall have all the rights of a stockholder of the Corporation,
including the right to vote the Shares and the right to receive any
cash dividends paid thereon.
5. Source of Shares
Shares granted under the Plan may be granted out of authorized and
unissued shares, treasury shares or open-market purchases.
6. Vesting
Shares granted to an employee shall vest as follows: 50 percent of the
Shares received pursuant to a specific grant shall vest on the second
anniversary of the grant, the remaining 50 percent shall vest on the
fourth anniversary of the grant. Each grant shall be subject to the
condition that the employee's continuous service with the Corporation
continues through the relevant anniversary date, unless terminated by
reason of death. Notwithstanding anything herein to the contrary, if
the grantee is eligible to participate in a change of control plan
adopted by his or her employer, any provisions of such plan that
relate to the vesting of restricted stock shall apply to the Shares.
7. Adjustments
In the event of any change in the outstanding common stock of the
Corporation by reason of a stock split, stock dividend, stock
combination or reclassification, recapitalization or merger, or
similar event, the Authorizing Committee may appropriately adjust the
number of Shares covered by a grant and make such other revisions to
outstanding grants as it deems are equitably required.
8. Tax Withholding
At the time of delivery or vesting of cash or Shares under this
Plan, the Corporation, its subsidiaries, affiliates, and joint
ventures shall have the right to withhold from any payment of cash or
Shares under this Plan or any other available source an appropriate
amount of cash or number of Shares or a combination thereof for
payment of taxes or other amounts required by law or to take such
other action as may be necessary in the opinion of the Corporation to
satisfy all obligations for withholding of such taxes. If Shares are
used to satisfy withholding, such Shares shall be valued based on the
fair market value when the tax withholding is required to be made from
the eligible employee.
9. Amendments
The Administering Committee shall have the authority to make such
amendments to any terms and conditions applicable to outstanding
grants as are consistent with the Plan, provided that, except for
adjustments under Paragraph 7 hereof, no such action shall modify a
grant in a manner adverse to the grantee without the grantee's prior
consent, except as such modification is provided for or contemplated
in the terms of the grant. Except for the authorization or issuance of
additional shares of the Corporation's common stock, the Authorizing
Committee shall approve all amendments to the Plan.
10. Awards to Employees on Non-U.S. Payrolls
The Granting Committee shall have the power to grant awards under the
Plan in the form of restricted stock units ("Units"), with each Unit
representing the right to receive, at the discretion of the
Authorizing Committee, either one share of the Corporation's common
stock ("Common Stock"), or a cash payment equal to the fair market
value of a share of Common Stock subject to certain conditions.
Grantees receiving Units shall have the right to receive cash dividend
equivalents equal in value to any cash dividends paid on the shares of
Common Stock represented by the Units but shall have no voting rights
with respect to such Units. Upon the vesting of Units under Paragraph
6 hereof, the vested Units shall be cancelled and each grantee shall
be entitled to receive payment in one of the following forms at the
discretion of the Granting Committee: (i) a number of shares of Common
Stock equal to the number of vested Units, or (ii) a cash payment
equal to the fair market value of the number of shares of Common Stock
equal to the number of vested Units as determined on the date of
vesting. Thereafter each grantee who receives payment in the form of
shares of Common Stock shall have all the rights of a stockholder of
the Corporation, including the right to vote such shares of Common
Stock. Except as otherwise noted in this Paragraph 10, Units granted
hereunder shall be subject to the provisions of Paragraphs 1 through 9
of the Plan; provided however, that the terms and conditions of such
Units shall be subject to the rules and regulations of applicable U.S.
and foreign laws (including, but not limited to tax withholding,
resale restrictions, and transferability), and shall be administered
at all times in accordance with such applicable laws.
11. Effective Date
This amended and restated Plan is approved this 30th day of October,
2002, but is effective as of January 2, 2002, and supercedes the prior
Plan document effective on that date.