This excerpt taken from the MRO DEF 14A filed Mar 13, 2007.
Non-Stockholder Approved Plan
The Deferred Compensation Plan for Non-Employee Directors is our only non-stockholder approved plan. Marathons authority to make equity grants under this plan was terminated effective as of April 30, 2003. Under the Deferred Compensation Plan for Non-Employee Directors, all non-employee directors of Marathon were required to defer half of their annual retainers in the form of common stock units. On the date the retainer would have otherwise been payable to the non-employee director, Marathon credited an unfunded bookkeeping account for each non-employee director with a number of common stock units equal to half of his or her annual retainer divided by the fair market value of Marathons common stock. The ongoing value of each common stock unit equals the market price of Marathons common stock. When the non-employee director leaves the Board, he or she is issued actual shares of common stock equal to the number of common stock units in his or her account at that time.