Exhibit
10.3


MARATHON
OIL CORPORATION

2007 INCENTIVE COMPENSATION PLAN


OFFICER
RESTRICTED STOCK AWARD AGREEMENT

[GRANT DATE]


Pursuant to this Award Agreement and the Marathon Oil
Corporation 2007 Incentive Compensation Plan (the “Plan”), MARATHON OIL
CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation
or a Subsidiary, on [DATE] (the “Grant
Date”), [NUMBER] restricted shares
of Common Stock (“Restricted Shares”). 
The number of Restricted Shares awarded is subject to adjustment as
provided in Section 16 of the Plan, and the Restricted Shares are subject to
the following terms and conditions:


1.                                       Relationship
to the Plan.


This grant of Restricted Shares is subject to all of
the terms, conditions and provisions of the Plan and administrative
interpretations, if any, that have been adopted by the Committee. Except as
defined in this Award Agreement (including in Paragraph 9 hereof), capitalized
terms shall have the same meanings given to them under the Plan. To the extent
that any provision of this Award Agreement conflicts with the express terms of
the Plan, the terms of the Plan shall control and, if necessary, the applicable
provisions of this Award Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.


2.                                      Vesting and Forfeiture of Restricted Shares.


The Restricted Shares shall vest on the third anniversary of the Grant Date;
provided, however, that the Participant must be in continuous Employment from
the Grant Date through the vesting date in order for the Restricted Shares to
vest.  If the Employment of the
Participant is terminated for any reason (including non-Mandatory Retirement)
other than death or Mandatory Retirement, any Restricted Shares that have not
vested as of the date of such termination of Employment shall be forfeited to
the Corporation.


(b)           The
Restricted Shares shall immediately vest in full, irrespective of the
limitations set forth in subparagraph (a) above, upon:


(i)                                     termination
of the Participant’s Employment due to death;


(ii)                                  termination
of the Participant’s Employment due to Mandatory Retirement; or


(iii)       a Change in Control of the Corporation,
provided that as of such Change in Control the Participant has been in
continuous Employment since the Grant Date.


3.             Issuance
of Shares.  Effective as of the Grant Date, the Committee
or its designated representative shall cause a number of shares of Common Stock
equal to the number of Restricted Shares to be issued and registered in the
Participant’s name, subject to the conditions and restrictions set forth in
this Award Agreement and the Plan.  Such
issuance and registration shall be evidenced by an entry on the registry books
of the Corporation and, if the Committee so elects, evidenced by a certificate
issued by the Corporation.  



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Any book entries and certificates evidencing the Restricted Shares shall
carry or be endorsed with a legend referring to the conditions and restrictions
set forth in this Award Agreement and the Plan. 
In the event the Restricted Shares are evidenced by a certificate, such
certificate shall be held in custody by the Corporation unless and until the
corresponding Restricted Shares are vested. 
The Participant shall not be entitled to delivery of a certificate or
release of the restrictions on the book entry evidencing such Restricted Shares
for any portion of the Restricted Shares unless and until the related
Restricted Shares have vested pursuant to Paragraph 2.  In the event the Restricted Shares are
forfeited in full or in part, the Participant hereby consents to the
relinquishment of the forfeited Restricted Shares theretofore issued and
registered in the Participant’s name to the Corporation at that time.


4.             Taxes.  Pursuant to Section 13 of the Plan, the Corporation or its designated
representative shall have the right to withhold applicable taxes from the
shares of Common Stock otherwise deliverable to the Participant due to the
vesting of Restricted Shares pursuant to Paragraph 2, or from other
compensation payable to the Participant, at the time of the vesting and
delivery of such shares.


5.             Shareholder
Rights.  Unless and until the Restricted Shares are
forfeited, the Participant shall have the rights of a shareholder with respect
to the Restricted Shares as of the Grant Date, including the right to vote the
Restricted Shares and the right to receive dividends.  The Participant hereby consents to receiving
any dividends on the unvested Restricted Shares through the Corporation’s
payroll and, accordingly, directs the Corporation’s transfer agent to pay such
dividends to the Corporation on his or her behalf.


6.             Nonassignability.  Upon the Participant’s
death, the Restricted Shares shall be transferred to the Participant’s
estate.  Otherwise, the Participant may not sell, transfer,
assign, pledge or otherwise encumber any portion of the Restricted Shares, and
any attempt to sell, transfer, assign, pledge, or encumber any portion of the
Restricted Shares shall have no effect.


7.             No
Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any
rights to (or impose any obligations for) continued Employment by the
Corporation or any Subsidiary or successor, nor shall it give such entities any
rights (or impose any obligations) with respect to continued performance of
duties by the Participant.


8.             Modification
of Agreement. Any
modification of this Award Agreement shall be binding only if evidenced in
writing and signed by an authorized representative of the Corporation, provided
that no modification may, without the consent of the Participant, adversely
affect the rights of the Participant.


9.                                      Definitions.  For purposes of this Award Agreement:


“Change
in Control,” unless
otherwise defined by the Committee, means a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, whether or not the Corporation is then subject to such reporting
requirement; provided, that, without limitation, such a change in control shall
be deemed to have occurred if:


(i)            any person (as
defined in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation (not including
in the amount of the 



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securities
beneficially owned by such person any such securities acquired directly from
the Corporation or its affiliates) representing twenty percent (20%) or more of
the combined voting power of the Corporation’s then outstanding voting
securities; provided, however, that for purposes of this Plan the term “Person”
shall not include (A) the Corporation or any of its subsidiaries, (B) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Corporation or any of its subsidiaries, (C) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (D) a corporation
owned, directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation; and provided, further, however, that for purposes of this
paragraph (i), there shall be excluded any Person who becomes such a beneficial
owner in connection with an Excluded Transaction (as defined in paragraph (iii)
below);


(ii)           the following
individuals cease for any reason to constitute a majority of the number of
Directors then serving:  individuals who,
on the date hereof, constitute the Board and any new Director (other than a
Director whose initial assumption of office is in connection with an actual or
threatened election contest including but not limited to a consent
solicitation, relating to the election of Directors of the Corporation) whose appointment
or election by the Board or nomination for election by the Corporation’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were Directors on the date
hereof or whose appointment, election or nomination for election was previously
so approved; or


(iii)          there is
consummated  a merger or consolidation of
the Corporation or any direct or indirect subsidiary thereof with any other
corporation, other than a merger or consolidation (an “Excluded Transaction”)
which would result in the holders of the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving corporation or any parent thereof) at least 50% of the combined
voting power of the voting securities of the entity surviving the merger or
consolidation (or the parent of such surviving entity) immediately after such
merger or consolidation, or the stockholders of the Corporation approve a plan
of complete liquidation of the Corporation, or there is consummated the sale or
other disposition of all or substantially all of the Corporation’s assets.


Notwithstanding any other provision to the contrary, in no event shall
the transfer of ownership interests in the Corporation in and of itself
constitute a Change in Control under this Award Agreement.



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“Employment”
means employment with the Corporation or any of its Subsidiaries.  For purposes of this Award Agreement,
Employment shall also include any period of time during which the Participant
is on Disability status.


“Mandatory
Retirement” means termination of Employment as a result of
the Corporation’s policy, if any, requiring the mandatory retirement of
officers and/or other employees upon reaching a certain age or milestone.


 


	
  

  	
  Marathon Oil Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  

  
	
   

  	
   

  	
  Authorized
  Officer

  



 



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