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MRO > SEC Filings for MRO > Form 8-K on 1-Aug-2014All Recent SEC Filings

Show all filings for MARATHON OIL CORP

Form 8-K for MARATHON OIL CORP


1-Aug-2014

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Adjustments to Compensatory Arrangements of Certain Officers On July 30, 2014, the Compensation Committee of the Board of Directors of Marathon Oil Corporation (the "Compensation Committee") approved compensation changes for T. Mitchell Little, Vice President International and Offshore Exploration and Production, and Lance W. Robertson, Vice President North America Production Operations, effective August 1, 2014, to reflect the increased scope of their positions. Mr. Little's base salary was increased to $500,000, and his bonus target under our annual cash bonus program was set at 85% of base salary. Mr. Robertson's base salary was increased to $510,000, and his bonus target under our annual cash bonus program was set at 85% of base salary. Adoption of Nonqualified Stock Option Award Agreement On July 30, 2014, the Compensation Committee adopted a form of Nonqualified Stock Option Award Agreement (the "Award Agreement"), which sets forth the terms for grants to executive officers, including our named executive officers, of certain options to purchase our common stock under the Marathon Oil Corporation 2012 Incentive Compensation Plan. The Award Agreement provides for, among other things, (i) notice of the amount, grant price and term of the award, (ii) vesting of the award at the rate of one-third per year over a three-year period, subject to continued service through each vesting date, (iii) immediate vesting of the award in the event of the grantee's death, in which case the award may be exercised for up to three years following the termination date (or, if earlier, the expiration date of the award), (iv) immediate vesting of the award upon a change of control, in which case the award may be exercised in accordance with its original term, (v) expiration of the unvested portion of the award upon the grantee's retirement, in which case the vested portion of the award may be exercised for up to three years following the termination date (or, if earlier, the expiration date of the award), (vi) expiration of the award (whether vested or unvested) upon the grantee's termination of employment for cause, (vii) expiration of the award in the event of termination of employment by the company other than for cause or as a result of the grantee's voluntary resignation, in which case the vested portion of the award may be exercised for up to 90 days following the termination date (or, if earlier, the expiration date of the award), (viii) the company's ability in certain specified circumstances to cancel the award or cause the grantee to repay in cash all or a portion of the award, (ix) procedures for exercising the award and (x) non-assignability of the award other than upon the grantee's death.
The foregoing summary is qualified in its entirety by reference to the Award Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 5.02 by reference.



Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Form of Marathon Oil Corporation 2012 Incentive Compensation Plan Nonqualified Stock Option Award Agreement


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