exv10w18



 





Exhibit 10.18




MARATHON OIL CORPORATION

2003 INCENTIVE COMPENSATION PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT




May 25, 2005




Officer




          Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants
to [NAME] (the “Optionee”), an employee of the Corporation or an Affiliate, on May 25, 2005 (the
“Grant Date”), a right (the “Option”) to purchase from the Corporation [NUMBER] shares of Common
Stock of the Corporation at a grant price of $[PRICE] per share (the “Grant Price”), pursuant to
the Marathon Oil Corporation 2003 Incentive Compensation Plan (the “Plan”), with such number of
shares and such price per share being subject to adjustment as provided in Section 17 of the Plan,
and further subject to the following terms and conditions:




     1. Relationship to the Plan; Definitions.



          This Option is subject to all of the terms, conditions and provisions of the Plan and
administrative interpretations thereunder, if any, that have been adopted by the Committee. Except
as defined herein, capitalized terms shall have the same meanings ascribed 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. References to the Optionee also include the heirs or other legal representatives of the
Optionee. For purposes of this Award Agreement:





     “Cause” means termination from Employment by the Corporation or its Affiliates
due to unacceptable performance, gross misconduct, gross negligence, material
dishonesty, material acts detrimental or destructive to the Corporation or its
Affiliates, employees or property, or any material violation of the policies of the
Corporation or its Affiliates.




     “Change in Control Agreement” means any plan, program, agreement, or
arrangement under which the Corporation or an Affiliate agrees to provide benefits
to the Optionee in the event he or she is terminated following a Change in Control,
as applicable to the Optionee at the relevant time.




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




     “Option Period” means the period commencing upon the Optionee’s receipt of this
Award Agreement and ending on the date on which the Option expires pursuant to
Paragraph 3(a).



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     “Option Shares” means the shares of Common Stock covered by this Option.



     2. Exercise and Vesting Schedule.



     (a) This Option shall become exercisable in three cumulative annual installments, as follows:




     (i) one-third of the Option Shares shall become exercisable on May 25, 2006;




     (ii) an additional one-third of the Option Shares shall become exercisable on May 25,
2007; and




     (iii) the remaining one-third of the Option Shares shall become exercisable on May 25,
2008;


provided, however, that the Optionee must be in continuous Employment from the Grant Date through
the date of exercisability of each installment in order for the Option to become exercisable with
respect to additional shares of Common Stock on such date. If the Employment of the Optionee is
terminated for any reason other than death or Retirement, any Option Shares that are not
exercisable as of the date of such termination of Employment shall be forfeited to the Corporation.




     (b) This Option shall become fully exercisable, irrespective of the limitations set forth in
subparagraph (a) above, upon:




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




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




     (ii) a Change in Control of the Corporation, provided that as of such Change in
Control the Optionee had been in continuous Employment since the Grant Date.



     3. Expiration of Option.



     (a) Expiration of Option Period. The Option Period shall expire on May 25, 2015.



     (b) Termination of Employment Due to Death or Retirement. If Employment of the
Optionee is terminated due to death or Retirement, the Option shall expire upon the earlier of (i)
five years following the date of termination of Employment or (ii) expiration of the Option Period.
The death of the Optionee following Retirement but prior to the expiration of the Option shall
have no effect on the expiration of the Option.



     (c) Termination of Employment by the Corporation for Cause or Due to Resignation. If
Employment of the Optionee is terminated by the Corporation or any of its Affiliates for Cause or
due to voluntary resignation by the Optionee, the Option shall expire upon the termination of
Employment.



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     (d) Termination of Employment by the Corporation Other Than For Cause. If Employment
of the Optionee is terminated by the Corporation or any of its Affiliates for any reason other than
Cause, the Option shall expire upon the earlier of (i) 90 days following the date of termination of
Employment or (ii) expiration of the Option Period.



     (e) Termination of Employment Following Change in Control. If Employment of the
Optionee is terminated following a Change in Control and, as a result, the Optionee is eligible for
severance benefits under a Change in Control Agreement, the Option shall remain exercisable
throughout the Option Period.



     4. Employment with a Competitor. Notwithstanding anything herein to the contrary, in the
event the Committee, the Chief Executive Officer, or an authorized officer determines that the
Optionee has accepted or intends to accept employment with a competitor of any business unit of the
Corporation, the Committee, the Chief Executive Officer, or the authorized officer may cancel the
Option by written notice to the Optionee.



     5. Exercise of Option. Subject to the limitations set forth herein and in the Plan, this
Option may be exercised in whole or in part by providing notice to the Committee or its designated
representative of the number of Option Shares to be exercised. Such notice shall be accompanied by
payment of the Grant Price of such Option Shares in cash or, at the election of the Optionee, in
shares of Common Stock or any combination thereof. For purposes of determining the amount, if any,
of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at
its Fair Market Value on the date of exercise. Upon receipt of the purchase price, the Corporation
or its designated representative shall issue or cause to be issued to the Optionee a number of
shares of Common Stock equal to the number of Option Shares then exercised.



     6. Taxes. The Corporation or its designated representative shall have the right to withhold
applicable taxes from the shares of Common Stock otherwise payable to the Optionee upon exercise of
the Option or from compensation otherwise payable to the Optionee at the time of exercise pursuant
to Section 14 of the Plan.



     7. Shareholder Rights. The Optionee shall have no rights of a shareholder with respect to the
Option Shares unless and until such time as the Option has been exercised and shares of Common
Stock have been issued to the Optionee in conjunction with the exercise of the Option.



     8. Nonassignability. During the Optionee’s lifetime, the Option may be exercised only by the
Optionee or by the Optionee’s guardian or legal representative. Upon the Optionee’s death, the
Option may be transferred by will or by the laws governing the descent and distribution of the
Optionee’s estate. Otherwise, the Optionee may not sell, transfer, assign, pledge or otherwise
encumber any portion of the Option, and any attempt to sell, transfer, assign, pledge, or encumber
any portion of the Option shall have no effect.



     9. No Employment Guaranteed. Nothing in this Award Agreement shall give the Optionee any
rights to (or impose any obligations for) continued Employment by the Corporation or any Affiliate



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thereof or successor thereto, nor shall it give such entities any rights (or impose any
obligations) with respect to continued performance of duties by the Optionee.



     10. 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 Optionee, adversely affect the rights of the
Optionee hereunder.



	 	 	 	 	 
	 

	 	Marathon Oil Corporation	 	 
	 
	 

	 	By:          /s/ Eileen M. Campbell
	 	 
	 

	 	 	 	 
	 

	 	                         Authorized Officer	 	 






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