ex10-1.htm


     

    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 1990 STOCK PLAN,

     

     (As
Amended and Restated Effective January 1, 2002)

     

    1.
Objectives. The Marathon Oil Corporation 1990 Stock Plan, formerly named the USX
Corporation 1990 Stock Plan (the "Plan"), is designed:

     

    (a)
to promote the long-term financial interests and growth of the Corporation and
subsidiaries by attracting and retaining management personnel with the training,
experience and ability to enable them to make a substantial contribution to the
success of the Corporation's businesses;

     

    (b)
to motivate management personnel by means of growth-related incentives to
achieve long-range growth goals; and

     

    (c)
to further the identity of interests of participants with those of the
stockholders of the Corporation through opportunities for increased stock
ownership in the Corporation.

     

    2.
Definitions.

     

    (a)
Board. The Board of Directors of Marathon Oil Corporation;

     

    (b)
Committee. The Compensation & Organization Committee of the Board of
Directors of Marathon Oil Corporation, which will consist of not less than three
directors of the Corporation who are appointed by the Board of Directors and who
will satisfy the definition of "non-employee director" under Rule 16b- 3
promulgated under the Securities Exchange Act of 1934 or any successor rule. In
addition, in order to be a member of the Committee, a director must be an
"outside director" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the regulations
thereunder;

     

    (c)
Corporation. Marathon Oil Corporation, formerly named USX Corporation, (MOC) and
its (1) wholly-owned and partially-owned subsidiaries including limited
liability companies ("Subsidiaries") and wholly-owned and partially-owned
subsidiaries, direct and indirect, of Subsidiaries, and (2) joint ventures
included within MOC or any entity described in (1) above;

     

    (d)
Fair Market Value. Such value of a Share as reported for stock exchange
transactions and determined in accordance with any applicable resolutions or
regulations of the Committee in effect at the relevant time;

     

    (e)
Grant. A Grant made under the Plan to a Participant in the form of an Option,
Restored Option, Stock Appreciation Right or Restricted Stock or any combination
thereof;

     

    (f)
Marathon Stock. Marathon Oil Corporation Common Stock, par value $1.00;

     

    (g)
Participant. An employee of the Corporation to whom a Grant is made;
and

     

    (h)
Share. A share of Marathon Stock, which may be authorized but unissued or issued
and reacquired.

     

    3.
Eligibility. Employees of the Corporation eligible for a Grant under the Plan
are all executive officers and others in responsible positions whose
performance, in the judgment of the Committee, affects the Corporation's
success.

     

    4.
Administration. The Plan shall be administered by the Committee in accordance
with Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any
successor rule. The Committee shall determine the type or types of Grants to be
made to each Participant and shall set forth in such Grant the terms, conditions
and limitations applicable to it, including provisions relating to change in
control of the Corporation. Grants may be made singly, in combination or in
tandem. The Committee shall have full and exclusive power to interpret the Plan,
to adopt rules, regulations and guidelines relating to the Plan, to grant
waivers of Plan restrictions, other than the restrictions described in Paragraph
10, and to make all of the determinations necessary for its
administration.

     

    5.
Shares Subject to the Plan. Up to 0.5% of the outstanding Marathon Stock, as
determined on December 31 of the preceding year, shall be available for Grants
during each calendar year in which the Plan is in effect. In addition, Shares
related to Grants that are forfeited, terminated, cancelled, expire unexercised,
settled in cash in lieu of stock or in such manner that all or some of the
Shares covered by a Grant are not issued to a Participant shall immediately
become available for Grants, and these Shares, as well as any unused portion of
the percentage limit of Shares in any calendar year, shall be carried forward
and available for Grants in succeeding calendar years. During any calendar year,
no Participant shall be awarded Grants pursuant to Paragraphs 7, 8, 9 and 10
hereof with respect to more than 500,000 Shares of stock.

     

    6.
Delegation of Authority. The Committee may delegate to the Stock Option Officer
and to other senior officers of the Corporation its duties under the Plan
subject to such conditions and limitations as the Committee shall prescribe
except that only the Committee may designate and make Grants to Participants who
are subject to Section 16 of the Securities Exchange Act of 1934.

     

    7.
Option. A right to purchase a specified number of Shares at not less than 100%
of Fair Market Value on the date of the Grant. All Options will be Non-
Qualified Options. Full payment for Shares purchased shall be made at the time
of the exercise of the Option, in whole or in part. Payment of the purchase
price shall be made in cash or in such other form as the Committee may approve,
including Shares valued at the Fair Market Value of the Shares on the date of
exercising the Option. No option shall have a term exceeding ten years from the
date of grant or be exercisable prior to the expiration of one year from the
date of grant, and no option shall be repriced except as provided for in
Paragraph 12.

     

    8.
Restored Option. An option issued as a result of the exercise of an option for
which the purchase price is paid wholly in previously owned Shares of the class
of stock of the underlying option. Upon such an exercise, a Restored Option
shall be granted with respect to Shares of the class of stock of the underlying
option, equal to the number of Shares actually used to exercise the underlying
option or portion thereof plus any Shares withheld for the payment of taxes. A
Restored Option (1) shall have an option price equal to the Fair Market Value of
the class of stock of the underlying option on the date of exercise, (2) shall
have the same expiration date as the underlying option and

     

    (3)
shall not be exercisable prior to the expiration of one year from the date of
grant. Grants and exercises of Restored Options shall be subject to such other
restrictions as shall be determined by the Committee.

     

    9.
Stock Appreciation Right. A right to receive a payment in cash and/or Shares
equal to the excess of the Fair Market Value of a Share on the date the Stock
Appreciation Right (SAR) is exercised over the Fair Market Value of a Share at
the date of the SAR Grant for a specified number of Shares; provided, that for
any SAR exercised during the 10-business-day period beginning on the third
business day following the release of MOC's quarterly earnings, the Committee
may, in its sole discretion, establish a uniform Fair Market Value of a Share
for such period which shall not be more than the highest daily Fair Market Value
and shall not be less than the lowest daily Fair Market Value during such
10-business-day period. No Stock Appreciation Right shall be exercisable prior
to the expiration of one year from the date of grant. "Business day" shall mean
all calendar days except Saturdays, Sundays and national holidays.

     

    10.
Restricted Stock. An award of Shares for no cash consideration, if permitted by
applicable law, or for such other consideration as determined by the Committee.
Each award shall be subject to: the condition that the Participant's continuous
service with the Corporation continue for at least one year following the date
of such award; vesting restrictions based on achievement of business objectives,
Corporation performance and other criteria; and provisions for forfeiture and
non-transfer. Subject to such forfeiture and transfer restriction provisions as
may be established by the Committee, any Participant receiving an award shall
have all the rights of a stockholder of the Corporation with respect to Shares
of Restricted Stock, including the right to vote the Shares and the right to
receive any cash dividends thereon. During the period January 1, 1998 through
May 31, 2005, the number of Shares of Restricted Stock granted shall not exceed
1,200,000.

     

    Each
award of Restricted Stock under this Plan shall remain unvested until the
Committee vests the Shares based upon the specific performance measures outlined
in the table below. The Committee has the authority to adopt, in accordance with
regulations established under the Code, applicable target levels under these
performance measures and the percentage of Restricted Stock to be vested for
attaining these target levels. The Committee reserves the

     

    right
to reduce the percentage of Restricted Shares to be vested for a Participant.
Shares of Restricted Stock under this Plan will be vested only after the
Committee certifies in writing that the applicable performance measures have
been satisfied. No Shares of Restricted Stock shall be vested prior to the
expiration of one year from the date of grant. In the case of a change in
control of the Corporation, all restrictions shall terminate.

     

    Earnings
before interest, taxes and depreciation as % of total assets Oil and gas reserve
replacement ratio

     

    Upstream
- Income per barrel of oil equivalent produced Downstream - Operating income per
barrel of refinery throughput Safety performance

     

    11.
Transfer. No Grant may be assigned, pledged or transferred other than by will or
by the laws of descent and distribution and during a Participant's lifetime
shall be exercisable only by the Participant or his or her guardian or legal
representative.

     

    12.
Adjustments. In the event of any change in the outstanding common stock of MOC
by reason of a stock split, stock dividend, stock combination or
reclassification, recapitalization or merger, or similar event, the Committee
may adjust appropriately the number of Shares available for or covered by Grants
and Share prices related to outstanding Grants and make such other revisions to
outstanding Grants as it deems are equitably required.

     

    The
number of Shares covered by Options and Restored Options unexercised on December
31, 2001 and/or their exercise prices will be adjusted by the Committee, if
necessary, so that (i) the aggregate intrinsic value of the Options and Restored
Options on January 1, 2002 is not greater than the aggregate intrinsic value of
the Options and Restored Options immediately before January 1, 2002, and (ii)
the ratio of the exercise price per share to the market value per share is not
reduced. Any such adjustments will be based on the closing price per share of
Shares (then trading as USX-Marathon Group Common Stock) on the last trading day
before January 1, 2002 relative to the opening price per share of Shares on the
next trading day.

     

    13.
Tax Withholding. The Corporation shall have the right to deduct applicable taxes
from any cash payment under this Plan which are required to be withheld and
further to condition the obligation to deliver or the vesting of Shares under
this Plan upon the Participant paying MOC such amount as it may request to
satisfy any liability for applicable withholding taxes. Participants may elect
to have MOC withhold Shares to satisfy all or part of their withholding
liability in the manner and to the extent provided for by the Committee at the
time of such election.

     

    14.
Amendments. The Committee shall have the authority to make such amendments to
any terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Paragraph 12 hereof, no
such action shall modify such Grant in a manner adverse to the Participant
without the Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant.

     

    The
Board may amend, suspend or terminate the Plan except that no such action may be
taken (other than as provided in Paragraph 12) which would, without stockholder
approval, increase the aggregate number of Shares available for Grants under the
Plan; decrease the price of Options, Restored Options or SARs; change the
requirements relating to the Committee; or extend the term of the
Plan.

     

    15.
Effective and Termination Dates. The Plan became effective on May 7, 1990, the
date it was approved by the stockholders, and shall terminate on May 31, 2005,
subject to earlier termination by the Board pursuant to Paragraph 14.