Qualified Termination

Qualified Termination. After the Effective Date, the termination of a Participant's employment and such Participant's Separation from Service with the Company (i) by the Company without Cause or (ii) by such Participant for Good Reason; provided that, in the event of a sale of assets or businesses of the Company, if such Participant is offered reasonably comparable employment and compensation (excluding equity-based compensation) with any successor to the Company, or the purchaser of the interest, assets or business... of the Company, the sale itself and the related transfer or termination of such Participant's employment with the Company shall not constitute a Qualified Termination, Any such successor to the Company shall succeed to the rights and obligations of the Company herein. View More

Qualified Termination. A termination of the Grantee's employment (A) by the Company without Cause, (B) by the Grantee with Good Reason, or (C) as a result of the Grantee's death or Permanent Disability

Qualified Termination. For purposes of this Award Agreement shall have the same definition as under the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan (the "CIC Plan"), as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference. Notwithstanding the definition of a "Change in Control" under the terms of the CIC Plan, for purposes of this Award Agreement such Change in Control for... purposes of determining whether a separation from service is a Qualified Termination shall include a Change in Control of either MPC, as the direct employer of the Participant, or a Change in Control of the Partnership, as the issuer of the Award. View More

Qualified Termination. An Employee has a Qualified Termination if he or she Separates from Service within two years after the date of a Change in Control unless such Separation from Service is (i) due to death or Disability, (ii) by the Corporation for Cause, (iii) by the Employee other than for Good Reason or (iv) on or after the date that the Employee attains age 65. If an Employee Separates from Service prior to a Change in Control and such Separation from Service is other than (w) due to death or Disability, (x)... by the Corporation for Cause, (y) by the Employee other than for Good Reason or (z) on or after the date that the Employee attains age 65, the Employee will be deemed to have a Qualified Termination prior to a Change in Control so long as the Employee reasonably demonstrates that such Separation from Service (I) was at the request of or as a result of actions by a third party who has taken steps reasonably calculated to effect a Change in Control or (II) occurs during a Potential Change in Control Period. View More

Qualified Termination. Within 36 full calendar months after a Change of Control as defined in Section 2(h), a termination of the Participant's employment by the Company without Cause (and not as a result of the Participant's death or Disability), or by the Participant for Good Reason. The Committee has the discretion to review any action taken or contemplated by the Company which could reasonably be considered to constitute a Qualified Termination, giving the Company the opportunity to confirm or revise its course of... action for purposes of establishing or avoiding the occurrence of a Qualified Termination. Further, in the event the Company takes action with respect to a Participant that the Participant, in good faith, construes as a potential Qualified Termination, the Participant will promptly notify the Company, and copy the Committee, in writing for a review of the Company's action. The Company will have 30 days from the date of the notice to review the situation and take any action it determines is appropriate, whether that action be to affirm its action previously taken with respect to the Participant or to rectify the matter so as not to constitute a Qualified Termination. If no action is taken by the Company within the 30-day period, it will be deemed to be an affirmation of the Company's initial action or decision View More

Qualified Termination. Any termination of a Participant's employment by (i) the Company other than for Cause, death or Disability, or (ii) the Participant for Good Reason.

Qualified Termination. Any termination of a Participant's employment, during the Change in Control Period, by the Company other than for Cause, death or Disability, or by the Participant for Good Reason.

Qualified Termination. An Employee has a Qualified Termination if he or she Separates from Service to all of the Partnership, the General Partner and the Corporation (and their affiliates) within two years after the date of a Partnership Change in Control unless such Separation from Service is (i) due to death or Disability, (ii) by the Corporation, the General Partner or the Partnership (or their applicable affiliate) for Cause, (iii) by the Employee other than for Good Reason or (iv) on or after the date that the... Employee attains age sixty-five. If an Employee Separates from Service to all of the Partnership, the General Partner and the Corporation (and their affiliates) prior to a Partnership Change in Control and such Separation from Service is other than (w) due to death or Disability, (x) by the Corporation, the General Partner or the Partnership (or their applicable affiliate) for Cause, (y) by the Employee other than for Good Reason or (z) on or after the date that the Employee attains age sixty-five, the Employee will be deemed to have a Qualified Termination prior to a Partnership Change in Control so long as the Employee reasonably demonstrates that such Separation from Service (I) was at the request of or as a result of actions by a third party who has taken steps reasonably calculated to effect a Partnership Change in Control or (II) occurs during a Potential Partnership Change in Control Period. Notwithstanding any provision of this Plan to the contrary, an Employee shall not be deemed to have a Qualified Termination if any of the following has occurred: (A) the Corporation Board determines in good faith that the Partnership Change in Control was not a material factor underlying the reason for the Employee's Separation from Service, (B) the Employee commences or continues in service with any of the Partnership, the General Partner or the Corporation (or any of their affiliates) following the Partnership Change in Control or commences service with any applicable buyer or successor entity and, in any such case is not terminated without Cause and does not resign from such service for Good Reason within two years following the Partnership Change in Control, or (C) the Employee receives an Qualifying Offer in connection with the Partnership Change in Control. View More

Qualified Termination. A Participant's separation from service (as defined in Section 409A of the Code, and regulations promulgated thereunder) with the Company or any of its subsidiaries within the two-year period after the date of a Change in Control unless such separation from service is (i) due to death or Disability, (ii) by the Company for Cause, (iii) by the Participant without Good Reason, or (iv) on or after the date that the Participant attains age 65. If a Participant separates from service prior to a... Change in Control and such separation from service is other than (A) due to death or Disability, (B) by the Company for Cause, (C) by the Participant without Good Reason, or (D) on or after the date that the Participant attains age 65, the Participant will be deemed to have a Qualified Termination prior to a Change in Control so long as the Participant reasonably demonstrates that such separation from service was at the request of or as a result of actions by a third party who has taken steps reasonably calculated to effect a Change in Control. For purposes of this Award Agreement, the definition of "Change in Control" under the CIC Plan, and its associated terms, are hereby incorporated into this Award Agreement by reference, and used herein to determine whether a Qualified Termination has occurred; provided, however, that Change in Control for purposes of determining whether a separation from service is a Qualified Termination shall include a Change in Control of either MPC, as the direct employer of the Participant, or a Change in Control of the Partnership. For the avoidance of doubt, terms in the CIC Plan incorporated into this Award Agreement shall be construed in the context of the applicable event; for example, for purposes of determining whether Change in Control has occurred, the term "Board" in the definition of Change in Control in the CIC Plan shall be interpreted as the Board, as defined in the Plan View More

Qualified Termination. Any of the following events: (i) termination by the Company of the employment of the Covered Executive for any reason other than for Cause, death or Disability; or (ii) termination by the Covered Executive for Good Reason. Notwithstanding the foregoing, a Qualified Termination shall not be deemed to have occurred herein solely as a result of the Covered Executive being an employee of any direct or indirect successor to the business or assets of the Company