Qualified Termination

Qualified Termination. Any termination of a Participant's employment (i) by the Company or its Affiliates without Cause, or by reason of the Participant's death or Disability, or (ii) solely with respect to a Group I Participant, by the Participant for Good Reason. Notwithstanding the foregoing, the termination of a Participant's employment shall not be considered a Qualified Termination for any purpose of the Plan if such termination of employment is (x) on account of the Participant's mandatory retirement in... accordance with the Company's mandatory retirement program, if any, applicable to the Participant, or the Participant's voluntary termination of employment, with or without Good Reason, on or after attaining age 65, or (y) of the Participant's own initiative for any reason other than Good Reason. Notwithstanding anything in this paragraph to the contrary, a voluntary termination of employment in accordance with the terms, and subject to the conditions, of the 2014 Voluntary Early Retirement Window Program shall be treated as a 'Qualified Termination' for the purposes of the Plan View More

Qualified Termination. Any termination of a Participant's employment: (a) at any time by the Company without Cause (and not as a result of the Participant's Disability or death); or (b) solely during the Change in Control Protection Period, by the Participant for Good Reason

Qualified Termination. Means the Eligible Employee's employment with the Company and its Affiliated Entities is terminated during the Protected Period (i) by the Company or Affiliated Entity other than for Cause or (ii) by the Eligible Employee for a Good Reason; provided, however, an Eligible Employee whose employment is terminated by the Company or the Eligible Employee in conjunction with the disposition of stock or assets of the Company or an Affiliated ... Entity shall not constitute a Qualified Termination if the Eligible Employee is offered comparable employment (in terms of the Good Reason events, i.e., authority, duties and responsibilities; Annual Base Salary; and place of work) with the entity (or an affiliate thereof) that acquired such stock or assets, whether or not the employment offer is accepted. Further, no termination shall be for a Good Reason unless the Company or Affiliated Entity, as the case may be, fails to correct such matter within 30 days of its receipt of written notice of the Good Reason event from the Eligible Employee and during such 30-day period the Eligible Employee may not terminate for Good Reason. 3 4 View More

Qualified Termination. Any termination of a Participant's employment, on or during the one-year period following a Change in Control, by the Company other than for Cause, death or Disability or by the Participant for Good Reason. Notwithstanding the foregoing, if a Change in Control occurs and if the Participant's employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Participant that such termination of employment (i) was at the... request of a third party that has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then a "Qualifying Termination" shall be deemed to have occurred on the Change in Control. View More

Qualified Termination. Any termination of an Executive's employment, during the two-year period beginning on the date of a Change in Control (or, if such Change in Control is a Merger of Equals Transaction, only during the one-year period beginning on the date of such Change in Control), by the Company other than for Cause, or by the Executive for Good Reason. For the avoidance of doubt, the termination of an Executive's employment on account of the Executive's death or Disability shall not constitute a Qualified... Termination. View More

Qualified Termination. For purposes of this agreement, "Qualified Termination" shall mean termination of employment with the Company (or its successor) by reason of (i) death, (ii) permanent disability (as defined consistent with the Company's long-term disability income plan), (iii) termination by the Company without Cause, or (iv) termination by you for Good Reason.

Qualified Termination. Any termination of a Participant's employment (i) by the Company or its Affiliates without Cause, or by reason of the Participant's death or Disability, or (ii) solely with respect to a Group I Participant, by the Participant for Good Reason

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