EX-10.5



 Exhibit 10.5 
 MARATHON PETROLEUM CORPORATION 
 AMENDED AND RESTATED 2011 INCENTIVE
COMPENSATION PLAN 
 SECTION 16 OFFICER RESTRICTED STOCK AWARD AGREEMENT 

[GRANT DATE] 
 Pursuant to this Award Agreement and the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM 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 14 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 10 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. 
 (a) 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. Any book entries 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. The Participant shall not be entitled to 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 

  
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Participant’s name to the Corporation at that time. 
 4.
Forfeiture or Repayment Resulting from Forfeiture Event. 
 (a) If there is a Forfeiture Event either while the Participant
is employed or within two years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, cause all of the Participant’s unvested Restricted Shares to be forfeited by the Participant and returned
to the Corporation. 
 (b) If there is a Forfeiture Event either while the Participant is employed or within two years after
termination of the Participant’s Employment, then with respect to Restricted Shares granted under this Award Agreement that have vested, the Committee may, but is not obligated to, require that the Participant pay to the Corporation an amount
(the “Forfeiture Amount”) up to (but not in excess of) the lesser of (i) the value of such previously vested Restricted Shares as of the date such shares vested or (ii) the value of such previously vested Restricted Shares as of
the date on which the Committee makes a demand for payment of the Forfeiture Amount. Any Forfeiture Amount shall be paid by the Participant within sixty (60) days of receipt from the Corporation of written notice requiring payment of such
Forfeiture Amount. 
 (c) This Paragraph 4 shall apply notwithstanding any provision of this Award Agreement to the contrary and
is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. This Paragraph 4 shall not apply to the Participant following the effective time of a Change in Control. 

5. Taxes. Pursuant to Section 11 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. 
 6. 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. 

7. 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. 
 8. 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.

 9. 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. 

10. Definitions. For purposes of this Award Agreement: 

  
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 “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 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. 
 “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. 
 “Forfeiture Event” means the occurrence of at least one
of the following (a) the 

  
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Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board, to prepare a material accounting restatement due to the
noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Participant knowingly engaged in the misconduct, (2) the
Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Participant engaged in fraud, embezzlement
or other similar misconduct materially detrimental to the Corporation. 
 “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 Petroleum Corporation
		
	By	 	
		 	Authorized Officer



  
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