Marathon Oil (MRO)

3.             Expiration of Option.

(a)               Expiration of Option Period. The Option Period shall expire on the tenth anniversary of the Grant Date.

(b)               Termination of Employment Due to Death or Retirement. If Employment of the Optionee is terminated due to death or Retirement, the Option shall expire upon the earlier of (i) five years following the date of termination of Employment or (ii) expiration of the Option Period.  The death of the Optionee following Retirement but prior to the expiration of the Option shall have no effect on the expiration of the Option.

(c)               Termination of Employment by the Corporation for Cause or Due to Resignation. If Employment of the Optionee is terminated by the Corporation or any of its Subsidiaries for Cause or due to voluntary resignation by the Optionee, the Option shall expire upon the termination of Employment.

(d)            Termination of Employment by the Corporation Other Than For Cause.  If Employment of the Optionee is terminated by the Corporation or any of its Affiliates for any reason other than Cause, the Option shall expire upon the earlier of (i) 90 days following the date of termination of Employment or (ii) expiration of the Option Period.

(e)             Termination of Employment Following Change in Control.  If Employment of the Optionee is terminated following a Change in Control and, as a result, the Optionee is eligible for severance benefits under a Change in Control Agreement, the Option shall remain exercisable throughout the Option Period.