0000101778-17-000046 Sample Contracts

MARATHON OIL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT with 3-year cliff vesting {insert grant date} Non-Employee Director
Restricted Stock Unit Award Agreement • February 24th, 2017 • Marathon Oil Corp • Crude petroleum & natural gas

Pursuant to this Award Agreement and the Marathon Oil Corporation 2016 Incentive Compensation Plan (the “Plan”), MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), a non-employee director of the Corporation, on {DATE} (the “Grant Date”), [NUMBER] restricted stock units (“Restricted Units”) representing the right to receive shares of Common Stock. The number of Restricted Units awarded is subject to adjustment as provided in Section 13 of the Plan, and the Restricted Units are subject to the following terms and conditions:

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MARATHON OIL CORPORATION RESTRICTED STOCK AWARD AGREEMENT with 3-year pro-rata vesting {insert grant date}
Restricted Stock Award Agreement • February 24th, 2017 • Marathon Oil Corp • Crude petroleum & natural gas

Pursuant to this Award Agreement and the Marathon Oil Corporation 2016 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 NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE]
Nonqualified Stock Option Award Agreement • February 24th, 2017 • Marathon Oil Corp • Crude petroleum & natural gas

Pursuant to this Award Agreement, MARATHON OIL CORPORATION (the “Corporation”) hereby grants to [NAME] (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 2016 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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