exv10w26



 





Exhibit 10.26




MARATHON OIL CORPORATION




CASH RETENTION AWARD AGREEMENT




July 1, 2005




          Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants
to [NAME] (the “Participant”), an employee of the Corporation or an Affiliate, on {DATE} (the
“Grant Date”), a cash retention award (“Award”) of $[AMOUNT]. The Award is subject to the
following terms and conditions:




     1. Definitions. For purposes of this Award Agreement:



          “Affiliate” means (a) any corporation of which the Corporation directly or indirectly owns
shares representing 50% or more of the combined voting power of the shares of all classes or series
of capital stock of such corporation which have the right to vote generally on matters submitted to
a vote of the stockholders of such corporation or (b) any joint venture or partnership in which the
Corporation has at least 50% ownership, voting, capital or profit interests (in whatever form).




          “Change in Control” shall have the same meaning as that set forth in the Marathon Oil
Corporation 2003 Incentive Compensation Plan.




          “Employment” means employment with the Corporation, an Affiliate, or a successor entity.




     2. Payment and Forfeiture of Award.



     (a) The Award shall be payable in cash on September 18, 2006; provided, however, that the
Participant must be in continuous Employment from the Grant Date through the payment date in order
for the applicable payment to be made. If the Employment of the Participant is terminated for any
reason other than death prior to the payment date, the Participant shall forfeit the right to
receive any payments pursuant to this Award Agreement. The payment will be made on or as soon as
administratively feasible after the scheduled payment date.



     (b) The Participant’s right to receive future cash payments pursuant to this Award Agreement
shall be accelerated and such payments shall be immediately payable in full, irrespective of the
limitations set forth in subparagraph (a) above, to the Participant’s estate upon termination of
the Participant’s Employment due to death.



     3. Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon
the occurrence of a Change in Control prior to September 18, 2006, the Participant’s right to
receive the Award, unless previously forfeited pursuant to Paragraph 2, shall vest in full. The
Award payment shall be made to the Participant on or as soon as administratively feasible after
September 18, 2006. Such vesting shall satisfy the rights of the Participant and the obligations
of the Corporation under this Award Agreement in full.



     4. Taxes. The Corporation or its designated representative shall have the right to withhold



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applicable taxes from the Award payment otherwise deliverable to the Participant pursuant to
Paragraph 2 or 3, or from other compensation payable to the Participant.




     5. Nonassignability. The Participant may not sell, transfer, assign, pledge or otherwise
encumber any portion of the Award, and any attempt to sell, transfer, assign, pledge, or encumber
any portion of the Award shall have no effect.



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



     7. 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.



	 	 	 	 	 
	 

	 	Marathon Oil Corporation	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Eileen M. Campbell
	 	 
	 

	 	 	 	 
	 

	 	           Authorized Officer	 	 






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