Common use of Delayed Transfer Employees Clause in Contracts

Delayed Transfer Employees. (i) Each MRO Unvested Option held by a Delayed Transfer Employee who is an MRO Employee shall be adjusted under Section 13.2(a) on the same basis as any other MRO Unvested Option. Each MRO Unvested Option held by a Delayed Transfer Employee who is an MPC Employee shall be adjusted under Section 13.2(b) on the same basis as any other MRO Unvested Option held by other MPC Employees. (ii) Each Remaining MRO Unvested Option outstanding under the MRO Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Petroleum common stock (each such option, a “Delayed Transfer MPC Option”) pursuant to the terms of the MPC Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii). The exercise price and number of shares subject to such Delayed Transfer MPC Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MPC Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Petroleum common stock subject to each such Delayed Transfer MPC Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MPC Option, as determined under clause (A) of this Section 13.2(c)(ii), with fractional shares rounded down to the nearest whole share. (iii) Each MPC Unvested Option outstanding under the MPC Incentive Compensation Plan held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Oil common stock (each such option, a “Delayed Transfer MRO Option”) pursuant to the terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(iii). The exercise price and number of shares subject to such Delayed Transfer MRO Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MRO Option shall be equal to the product of (x) the per-share exercise price of the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MRO Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Oil common stock subject to each such Delayed Transfer MRO Option shall be equal to the product of (x) the number of shares of Marathon Petroleum common stock subject to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the MPC Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MRO Option, as determined under clause (A) of this Section 13.2(c)(iii), with fractional shares rounded down to the nearest whole share.

Delayed Transfer Employees. (i) Each MRO Unvested Option Restricted Stock held by a Delayed Transfer Employee who is an MRO Employee employed by MPC or Speedway immediately following the Effective Time shall be adjusted under Section 13.2(a13.5(a) on the same basis as any other MRO Unvested OptionRestricted Stock held by any other MPC Employee or Speedway Employee. Each MRO Unvested Option Restricted Stock held by a Delayed Transfer Employee who is an MPC Employee employed by MRO immediately following the Effective Time shall be adjusted under Section 13.2(b) 13.5 on the same basis as any other MRO Unvested Option Restricted Stock held by other an individual who is not an MPC EmployeesEmployee or Speedway Employee. (ii) Each Remaining MRO Unvested Option outstanding under the MRO Restricted Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into an option to purchase shares of Marathon Petroleum common stock MPC Restricted Stock (each such optionstock, a “Delayed Transfer MPC OptionRestricted Stock”) ). Delayed Transfer MPC Restricted Stock shall be issued pursuant to the terms of the MPC 2011 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employeethe holder’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii13.5(c)(ii). The exercise price and number of shares subject to such of Delayed Transfer MPC Option Restricted stock subject to each grant shall be determined as follows: by multiplying (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MPC Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Petroleum common stock MRO Restricted Stock subject to each grant by (B) the MPC Delayed Share Ratio. Any fractional shares which result from such Delayed Transfer MPC Option calculation shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MPC Option, as determined under clause (A) of this Section 13.2(c)(ii), with fractional shares rounded down up to the nearest whole share. (iii) Each MPC Unvested Option outstanding under the MPC Incentive Compensation Plan Restricted Stock held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into an option to purchase shares of Marathon Oil common stock MRO Restricted Stock (each such optionstock, a “Delayed Transfer MRO OptionRestricted Stock”) ). Delayed Transfer MRO Restricted Stock shall be issued pursuant to the terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employeethe holder’s Transfer Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding MPC Unvested Option Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(iii13.5(c)(iii). The exercise price and number of shares subject to such of Delayed Transfer MRO Option Restricted stock subject to each grant shall be determined as follows: by multiplying (A) the per-share exercise price of each such Delayed Transfer MRO Option shall be equal to the product of (x) the per-share exercise price of the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MRO Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Oil common stock MPC Restricted Stock subject to each grant by (B) the MRO Delayed Share Ratio. Any fractional shares which result from such Delayed Transfer MRO Option calculation shall be equal to the product of (x) the number of shares of Marathon Petroleum common stock subject to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the MPC Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MRO Option, as determined under clause (A) of this Section 13.2(c)(iii), with fractional shares rounded down up to the nearest whole share.

Delayed Transfer Employees. (i) Each MRO Unvested NTELOS Option held by a Delayed Transfer Employee who is an MRO Employee at the Distribution Time (other than a Joint Service Employee) shall be adjusted under Section 13.2(a14.2(a) on the same basis as any other MRO Unvested NTELOS Option. Each MRO Unvested Option held by a Delayed Transfer Employee who is an MPC Employee shall be adjusted under Section 13.2(b) on the same basis as any other MRO Unvested Option held by other MPC Employees. (ii) Each Remaining MRO Unvested NTELOS Option outstanding under the MRO NTELOS Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group on such Delayed Transfer Employee’s Transfer Date shall be converted as of such Transfer Date into an option to purchase shares of Marathon Petroleum common stock Wireline Common Stock (each such option, a “Delayed Transfer MPC Wireline Option”) pursuant to the terms of the MPC Wireline Equity Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii). The exercise price and number of shares subject to such Delayed Transfer MPC Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MPC Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Petroleum common stock subject to each such Delayed Transfer MPC Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MPC Option, as determined under clause (A) of this Section 13.2(c)(ii), with fractional shares rounded down to the nearest whole share. (iii) Each MPC Unvested Option outstanding under the MPC Incentive Compensation Plan held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Oil common stock (each such option, a “Delayed Transfer MRO Option”) pursuant to the terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding MPC Unvested Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date. Subject to Section 14.2(f), except as provided in this Section 13.2(c)(iii). The the exercise price and number of shares subject to such Delayed Transfer MRO Wireline Option shall be determined as follows: (Ai) the number of shares of Wireline Common Stock subject to each such Delayed Transfer Wireline Option shall be equal to the product of (x) the number of shares of NTELOS Common Stock subject to the corresponding Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the Delayed Share Ratio, with fractional shares rounded down to the nearest whole share, and (ii) the per-share exercise price of each such Delayed Transfer MRO Wireline Option shall be equal to the product of (x) the per-share exercise price of the corresponding MPC Unvested Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MRO Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Oil common stock subject to each such Delayed Transfer MRO Option shall be equal to the product of (x) the number of shares of Marathon Petroleum common stock subject to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the MPC Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MRO Option, as determined under clause (A) of this Section 13.2(c)(iii), with fractional shares rounded down to the nearest whole sharecent.

Delayed Transfer Employees. (i) Each MRO Unvested NTELOS Option held by a Delayed Transfer Employee who is an MRO Employee at the Distribution Time (other than a Joint Service Employee) shall be adjusted under Section 13.2(a14.2(a) on the same basis as any other MRO Unvested NTELOS Option. Each MRO Unvested Option held by a Delayed Transfer Employee who is an MPC Employee shall be adjusted under Section 13.2(b) on the same basis as any other MRO Unvested Option held by other MPC Employees. (ii) Each Remaining MRO Unvested NTELOS Option outstanding under the MRO NTELOS Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group on such Delayed Transfer Employee’s Transfer Date shall be converted as of such Transfer Date into an option to purchase shares of Marathon Petroleum common stock Wireline Common Stock (each such option, a “Delayed Transfer MPC Wireline Option”) pursuant to the terms of the MPC Wireline Equity Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii). The exercise price and number of shares subject to such Delayed Transfer MPC Option shall be determined as follows: (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MPC Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Petroleum common stock subject to each such Delayed Transfer MPC Option shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MPC Option, as determined under clause (A) of this Section 13.2(c)(ii), with fractional shares rounded down to the nearest whole share. (iii) Each MPC Unvested Option outstanding under the MPC Incentive Compensation Plan held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Transfer Date into an option to purchase shares of Marathon Oil common stock (each such option, a “Delayed Transfer MRO Option”) pursuant to the terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding MPC Unvested Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date. Subject to Section 14.2(f), except as provided in this Section 13.2(c)(iii). The the exercise price and number of shares subject to such Delayed Transfer MRO Wireline Option shall be determined as follows: (Ai) the number of shares of Wireline Common Stock subject to each such Delayed Transfer Wireline Option shall be equal to the product of (x) the number of shares of NTELOS Common Stock subject to the corresponding Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the Delayed Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such Delayed Transfer MRO Wireline Option shall be equal to the product of (x) the per-share exercise price of the corresponding MPC Unvested Remaining NTELOS Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MRO Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Oil common stock subject to each such Delayed Transfer MRO Option shall be equal to the product of (x) the number of shares of Marathon Petroleum common stock subject to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the MPC Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MRO Option, as determined under clause (A) of this Section 13.2(c)(iii), with fractional shares rounded down to the nearest whole sharecent.

Delayed Transfer Employees. (i) Each MRO Unvested Option Restricted Stock held by a Delayed Transfer Employee who is an MRO Employee employed by MPC or Speedway immediately following the Effective Time shall be adjusted under Section 13.2(a13.5(a) on the same basis as any other MRO Unvested OptionRestricted Stock held by any other MPC Employee or Speedway Employee. Each MRO Unvested Option Restricted Stock held by a Delayed Transfer Employee who is an MPC Employee employed by MRO immediately following the Effective Time shall be adjusted under Section 13.2(b) 13.5 on the same basis as any other MRO Unvested Option Restricted Stock held by other an individual who is not an MPC EmployeesEmployee or Speedway Employee. (ii) Each Remaining MRO Unvested Option outstanding under the MRO Restricted Stock Plans held by a Delayed Transfer Employee who transfers from the MRO Group to the MPC Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into an option to purchase shares of Marathon Petroleum common stock MPC Restricted Stock (each such optionstock, a “Delayed Transfer MPC OptionRestricted Stock”) ). Delayed Transfer MPC Restricted Stock shall be issued pursuant to the terms of the MPC 2011 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employeethe holder’s Transfer Date that are substantially similar to the terms and conditions applicable to the corresponding Remaining MRO Unvested Option Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(ii13.5(c)(ii). The exercise price and number of shares subject to such of Delayed Transfer MPC Option Restricted stock subject to each grant shall be determined as follows: by multiplying (A) the per-share exercise price of each such Delayed Transfer MPC Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MPC Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Petroleum common stock MRO Restricted Stock subject to each grant by (B) the MPC Delayed Share Ratio. Any fractional shares which result from such Delayed Transfer MPC Option calculation shall be equal to the product of (x) the number of shares of Marathon Oil common stock subject to the corresponding Remaining MRO Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the Remaining MRO Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MPC Option, as determined under clause (A) of this Section 13.2(c)(ii), with fractional shares shall be rounded down to the nearest whole shareshare or maintained as fractional shares. (iii) Each MPC Unvested Option outstanding under the MPC Incentive Compensation Plan Restricted Stock held by a Delayed Transfer Employee who transfers from the MPC Group to the MRO Group shall be converted as of such Delayed Transfer Employee’s Transfer Date into an option to purchase shares of Marathon Oil common stock MRO Restricted Stock (each such optionstock, a “Delayed Transfer MRO OptionRestricted Stock”) ). Delayed Transfer MRO Restricted Stock shall be issued pursuant to the terms of the Marathon Oil Corporation 2007 Incentive Compensation Plan and shall be subject to terms and conditions after such Delayed Transfer Employeethe holder’s Transfer Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding MPC Unvested Option Restricted Stock grant immediately prior to such Delayed Transfer Employee’s Transfer Date, except as provided in this Section 13.2(c)(iii13.5(c)(iii). The exercise price and number of shares subject to such of Delayed Transfer MRO Option Restricted stock subject to each grant shall be determined as follows: by multiplying (A) the per-share exercise price of each such Delayed Transfer MRO Option shall be equal to the product of (x) the per-share exercise price of the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the MRO Delayed Price Ratio, rounded up or down to the nearest whole cent with one-half cents being rounded up and (B) the number of shares of Marathon Oil common stock MPC Restricted Stock subject to each grant by (B) the MRO Delayed Share Ratio. Any fractional shares which result from such Delayed Transfer MRO Option calculation shall be equal to the product of (x) the number of shares of Marathon Petroleum common stock subject to the corresponding MPC Unvested Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the quotient obtained by dividing (I) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Petroleum common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price of the MPC Unvested Option by (II) the excess of the mean average of the high and low NYSE consolidated transactions system trading prices of Marathon Oil common stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date over the exercise price for the Delayed Transfer MRO Option, as determined under clause (A) of this Section 13.2(c)(iii), with fractional shares shall be rounded down to the nearest whole shareshareor maintained as fractional shares.