This excerpt taken from the MRO 10-K filed Mar 10, 2005.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item is incorporated by reference to the material appearing under the headings, "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Directors and Executive Officers" in Marathon's Proxy Statement dated March 10, 2005, for the 2005 Annual Meeting of stockholders.
Equity Compensation Plan Information
The following table provides information as of December 31, 2004, with respect to shares of Marathon's common stock that may be issued under Marathon's existing equity compensation plans:
The weighted-average exercise price shown in column (b) does not take the officer performance shares, the phantom shares or restricted stock unites into account since these awards have no exercise price.
Non-Officer Restricted Stock Plan The Non-Officer Restricted Stock Plan was approved by the Board effective January 1, 2001, to provide restricted stock and restricted stock unit awards to non-officer employees of Marathon and its affiliates. The purposes of the plan are to reward specific noteworthy achievements by non-officer employees and promote the retention of outstanding non-officer employees. All awards under this plan are subject to a four-year time-based vesting schedule, with 50 percent of the shares vesting two years from the date of grant and the remaining 50 percent of the shares vesting four years from the date of grant. If a recipient terminates employment other than by reason of death, any unvested portion of his or her award will be forfeited. Dividends are paid on all awards made under the plan prior to vesting. Marathon's authority to make grants under this plan was terminated effective as of April 30, 2003.
Deferred Compensation Plan for Non-Employee Directors Under the Deferred Compensation Plan for Non-Employee Directors, all non-employee directors of Marathon are required to defer half of their annual retainers in the form of common stock units. On the date the retainer would otherwise be payable to the non-employee director, Marathon credits 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 Marathon's common stock. The ongoing value of each common stock unit equals the market price of Marathon's common stock. When dividends are paid, Marathon credits each unfunded account with dividend equivalents on the number of units then in the individual's account in the form of additional common stock units. 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. Marathon's authority to make equity grants under this plan was terminated effective as of April 30, 2003.