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MRO » Topics » Special Provisions Applicable to Non-Employee Directors Subject to Taxation

This excerpt taken from the MRO 10-K filed Feb 27, 2009.

Special Provisions Applicable to Non-Employee Directors Subject to Taxation

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">under the Provisions of the Income Tax Act (Canada)

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">This special appendix sets forth special provisions of the Plan that apply to Canadian Directors. This special appendix shall become effective on
January 1, 2009 and shall apply to all Deferred Stock Awards granted or made to a Canadian Director on or after such date. For avoidance of doubt, nothing in this special appendix shall be deemed to modify the Plan as it relates to Directors
who are not Canadian Directors.

 





1.Definitions

For purposes of this special appendix:

 





(a)Affiliate means an affiliate of the Corporation as the term “affiliate” is defined in paragraph 8 of Canada Revenue Agency Interpretation Bulletin IT-337R4,
Retiring Allowances [Consolidated], dated February 1, 2006, as such publication may be amended from time to time.

 





(b)Canadian Director means a Director who is a resident, at any material time, of Canada for the purposes of the ITA.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





(c)ITA means the Income Tax Act (Canada) and the regulations thereto, as may be amended from time to time.
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(d)Termination Date means, with respect to a Canadian Director, the earliest date on which both of the following conditions are met: (i) the Canadian Director has ceased to
serve as a Director and is not a director of an Affiliate of the Corporation; and (ii) the Canadian Director is not an employee of the Corporation or any Affiliate thereof.
STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





2.Compliance with Regulation 6801(d)

Notwithstanding
any provision of the Plan to the contrary, it is intended that, with respect to Canadian Directors, the provisions of the Plan, including this special appendix, comply with the requirements of paragraph (l) of the definition of “salary
deferral arrangement” in subsection 248(1) of the ITA and Regulation 6801(d) to the ITA (and any successor provisions thereto), and all provisions of the Plan shall be construed and interpreted in a manner consistent with such requirements.

 





3.Receipt of Deferred Stock Benefit

 





(a)Notwithstanding any provisions of the Plan to the contrary, any Canadian Director whose Common Stock Units are to be automatically deferred and accounted for in a Deferred Stock
Account shall receive such credit in his or her Deferred Stock Account immediately prior to the time that the Common Stock Units would otherwise be granted.

 


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(b)For greater certainty, Deferred Stock Benefits and Common Stock Units are not shares of Common Stock or other securities of the Corporation and do not entitle a Participant to any
stockholder rights, including, without limitation, voting rights, dividend entitlement or rights on liquidation.

 





4.Distributions to Canadian Directors
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%;padding-bottom:3px;line-height:95%; vertical-align:top">The value of a Canadian Director’s Deferred Stock Account shall be distributed following such
Canadian Director’s Termination Date in accordance with Section 7 of the Plan and, in all circumstances, shall be paid out (less applicable withholdings) no later than December 31SIZE="1">st of the year commencing immediately after the Canadian Director’s Termination Date.

 





5.No Additional Benefit

For greater certainty, no
amount will be paid to, or in respect of, a Canadian Director (or a person with whom the Canadian Director does not deal with at arm’s length, within the meaning of the ITA) under the Plan or pursuant to any other arrangement, and no additional
Deferred Stock Benefits will be granted to a Canadian Director to compensate, in whole or in part, for a downward fluctuation in the fair market value of the Common Stock, nor will any other form of benefit be conferred upon, or in respect of, a
Canadian Director (or a person with whom the Canadian Director does not deal with at arm’s length, within the meaning of the ITA) for such purpose.

 





6.Amendment of Special Appendix

This special
appendix may be altered, amended, suspended or terminated at any time by the Committee, provided that such amendments shall not adversely affect the previously accrued rights of any Canadian Director and further provided that any amendment or
termination of the Plan shall be such that, with respect to each Canadian Director, the Plan continuously meets the requirements of Regulation 6801(d) to the ITA or any successor provision thereto.

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EX-10.27
3
dex1027.htm
MARATHON OIL COMPANY AMENDED AND RESTATED EXCESS BENEFIT PLAN


Marathon Oil Company Amended and Restated Excess Benefit Plan




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