This excerpt taken from the MRO DEF 14A filed Mar 13, 2007.
Cash Retention Award for Downstream Officers Related to the Ashland Transaction
In June 2005, we acquired Ashland, Inc.s 38 percent interest in Marathon Ashland Petroleum LLC (now known as Marathon Petroleum Company LLC or MPC). As a result of the acquisition, MPCs officers forfeited Ashland stock appreciation rights (SARs) previously granted to them. As a replacement for these forfeited awards, we established a cash retention program for the affected officers. The value of each officers cash retention award was a fixed dollar amount equal to the average value of the forfeited Ashland SARs during the month preceding the acquisition. The cash retention award vested on September 18, 2006, which was the original vesting date of the forfeited Ashland SARs. Mr. Heminger was the only Officer who received this award and his payout was $772,976.