EXHIBIT 10.1
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
Marathon Oil Corporation Non-Officer Restricted Stock Plan
(As Amended and Restated Effective January 2, 2002)
1. Purpose
The objective of the Marathon Oil Corporation Non-Officer Restricted Stock
Plan, formerly named the USX Corporation Non-Officer Restricted Stock Plan,
(the "Plan") is, through the issuance of restricted stock ("Shares"), to
advance the interests of Marathon Oil Corporation (formerly named USX
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 "Compensation and Organization 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 Compensation and Organization 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. 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
Compensation and Organization 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.
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8. Tax Withholding
The Corporation shall have the right to condition the obligation to deliver
or the vesting of Shares under this Plan upon the employee paying the
Corporation such amount as it may request to satisfy any liability for
applicable withholding taxes. Employees may elect to have the Corporation
withhold Shares to satisfy all or part of their withholding liability in
the manner and to the extent provided for by the Administering Committee at
the time of such election.
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. The
Marathon Oil Corporation Board of Directors 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 one share of the Corporation's common
stock ("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
prior to the vesting of the Units. Upon the vesting of Units under
Paragraph 6 hereof, the vested Units shall be cancelled and a number of
shares of Common Stock equal to the number of vested Units shall be
registered in the name of the grantee. Thereafter the grantee 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 effective as of January 2, 2002, and
supercedes the prior Plan document.
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IN WITNESS WHEREOF, the Corporation has executed this Plan this 26th day of
July, 2002, but effective as of January 2, 2002.
MARATHON OIL CORPORATION
By /s/ Eileen M. Campbell
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Eileen M. Campbell
Vice President, Human Resources
ATTEST:
/s/ Richard J. Kolencik
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Richard J. Kolencik
Assistant Secretary
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