0000101778-13-000049 Sample Contracts

MARATHON OIL CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Initial CEO Option Grant
Nonqualified Stock Option Award Agreement • November 6th, 2013 • Marathon Oil Corp • Crude petroleum & natural gas

Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to Lee Tillman (the “Optionee”), an employee of the Corporation or a Subsidiary, on [DATE] (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 2012 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 13 of the Plan, and further subject to the following terms and conditions:

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MARATHON OIL CORPORATION CEO RESTRICTED STOCK AGREEMENT (3-year pro rate vesting) [GRANT DATE]
Restricted Stock Agreement • November 6th, 2013 • Marathon Oil Corp • Crude petroleum & natural gas

Pursuant to this Award Agreement and the Marathon Oil Corporation 2012 Incentive Compensation Plan (the “Plan”), MARATHON OIL 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 13 of the Plan, and the Restricted Shares are subject to the following terms and conditions:

MARATHON OIL CORPORATION CEO RESTRICTED STOCK AWARD AGREEMENT (3 year cliff vesting) [GRANT DATE]
Restricted Stock Award Agreement • November 6th, 2013 • Marathon Oil Corp • Crude petroleum & natural gas

Pursuant to this Award Agreement and the Marathon Oil Corporation 2012 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to Lee Tillman (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 13 of the Plan, and the Restricted Shares are subject to the following terms and conditions:

BONUS AGREEMENT UPON COMMENCEMENT OF EMPLOYMENT
Bonus Agreement Upon Commencement of Employment • November 6th, 2013 • Marathon Oil Corp • Crude petroleum & natural gas

This Bonus Agreement upon Commencement of Employment (this “Agreement”) is between Marathon Oil Corporation, (referred to as “Marathon”) and Lee M. Tillman (referred to as “you”) and sets forth the terms for payment of the Bonus and the conditions on which you agree to repay the Bonus.

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