EXHIBIT 10.30
MARATHON PETROLEUM COMPANY
LLC
DEFERRED COMPENSATION
PLAN
Effective
January 1,
2009
Table of Contents
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ARTICLE I. Definitions
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1
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ARTICLE II. Eligibility
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3
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ARTICLE III. Deferral of
Compensation
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3
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ARTICLE IV. Other Contributions
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3
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ARTICLE V. Accounting
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4
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ARTICLE VI. Vesting
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5
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ARTICLE VII. Distribution of
Benefits
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5
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ARTICLE VIII. Funding
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6
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ARTICLE IX. Plan Administration
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6
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ARTICLE X. Modification and
Discontinuance
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8
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ARTICLE XI. General Provisions
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10
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MARATHON PETROLEUM COMPANY
LLC
DEFERRED COMPENSATION
PLAN
This document contains the
provisions of the Marathon Petroleum Company LLC Deferred
Compensation Plan (the “Plan”) as of January 1,
2009, and shall apply only to Accounts that are not fully
distributed as of such date, including 409A Deferrals and
Grandfathered Deferrals that are exempt from Code section
409A.
With respect to the 409A Deferrals,
the Plan, as amended and restated, is intended to conform to the
requirements of Code section 409A and the regulations thereunder,
and, in all respects, shall be administered and construed in
accordance with such requirements. With respect to the
Grandfathered Deferrals, the Plan, as amended and restated, does
not represent a material enhancement of the benefits or rights
available under the Plan on October 3, 2004.
ARTICLE I.
Definitions
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1.1.
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“409A
Deferrals” means
those amounts deferred or that became vested after 2004, with
earnings and losses attributable thereto, as determined in
accordance with Code section 409A.
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1.2.
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“Account” means an unfunded liability of the Employer in
the name of each Participant. “Account” shall refer to
the Participant’s entire benefit accrued under the terms of
the Plan unless a provision refers specifically to any
“Sub-Account” as described in Article VII.
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1.3.
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“Affiliated Company”
means the Company and each related
company or business which is part of the same controlled group
under Code sections 414(b) or 414(c); provided that where specified
by the Employer in accordance with Code section 409A in applying
Code section 1563(a)(1) – (a)(3) for purposes of determining
a controlled group of corporations under Code section 414(b) and in
applying Treasury Regulation section 1.414(c)-2 for purposes of
determining whether trades or businesses are under common control
under Code section 414(c), the phrase “at least 50
percent” is used instead of “at least 80
percent.” The term “Affiliated Company” shall
also include any entity that previously met the requirements of an
Affiliated Company as set forth herein that continues to employ a
Participant to the extent so designated by the Plan
Administrator.
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1.4.
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“Beneficiary”
means any person(s) designated in
writing by a Participant to receive payment under this Plan in the
event of the Participant’s death. In the event the
Participant is married and has designated no other beneficiary (or
if the designated beneficiary has predeceased the Participant),
Beneficiary shall mean the Participant’s spouse. In the event
the Participant is not married at death and has designated no
beneficiary (or if the designated beneficiary has predeceased the
Participant), Beneficiary shall mean the Participant’s
estate.
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1.5.
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“Board” means the Board of Managers of Marathon
Petroleum Company LLC (MPC).
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1.6.
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“Code” means the Internal Revenue Code of 1986, as
amended including regulations and other guidance of general
applicability promulgated thereunder.
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1.7.
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“ Code
section 409A ” means, collectively, section 409A of the
Code and any Treasury and Internal Revenue Service regulations and
guidance issued thereunder.
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1.8.
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“Company” means Marathon Petroleum Company LLC.
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1.9.
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“Compensation”
means gross pay as defined in the
Thrift Plan without regard to any Code limitations.
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1.10.
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“Eligible Employee”
means an MPC Employee in
compensation grade 19 and above or a MPC LLC Vice President and
above if recommended by the Vice President of Human Resources of
Marathon Oil Corporation and approved by the President of Marathon
Oil Corporation, any Grade 19 and above Employee of an Affiliated
Company, excluding Speedway SuperAmerica or its
subsidiaries.
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1.11.
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“Employee” means any individual employed by the Company or
an Affiliated Company.
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1.12.
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“Employer” means Marathon Petroleum Company LLC and any
other Affiliated Company that adopts the Plan with the
Board’s consent.
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1.13.
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“ERISA” means the Employee Retirement Income Security
Act of 1974 as amended.
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1.14.
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“Grandfathered Deferrals”
means those amounts deferred and
vested before January 1, 2005, with earnings and losses
attributable thereto, as determined in accordance with Code section
409A.
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1.15.
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“Grandfathered Deferrals
Sub-Account” means
that portion of a Participant’s Account that consists of the
Grandfathered Deferrals.
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1.16.
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“Participant”
means an Eligible Employee who
elects to participate in and/or receives contributions under the
Plan pursuant to Article III or Article IV of this Plan and
includes any individual for whom, as of January 1, 2009, an
Account is maintained pursuant to the Plan that has not yet been
fully distributed.
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1.17.
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“Plan” means The Marathon Petroleum Company LLC
Deferred Compensation Plan as set forth in this
document.
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1.18.
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“Plan
Administrator” means Rodney P. Nichols and any successor as
designated by the Company to administer the Plan.
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1.19.
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“Plan
Year” means the
12-consecutive month period beginning each January 1 and
ending each December 31.
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1.20.
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“Salary Deferral”
means the total amount deferred by
the Participant from Compensation under Article III.
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1.21.
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“Separation from Service”
shall have the same meaning as set
forth under Code section 409A with respect to an Affiliated
Company.
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1.22.
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“
Specified Employee ” shall have the meaning as set
forth under Code section 409A and as determined by the Employer in
accordance with its established policy.
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1.23.
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“
Thrift Plan ” shall mean the Marathon Oil Company
Thrift Plan.
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ARTICLE II.
Eligibility
A newly hired Eligible Employee is
eligible to participate in the Plan as of the date and in
accordance with the rules established for such purpose by the Plan
Administrator, consistent with Code section 409A. Any other
Eligible Employee is eligible to participate in the Plan on the
January 1 coinciding with or next following the date he or she
becomes an Eligible Employee. Any individual who was an Eligible
Employee as of December 31, 2008 shall remain eligible to
participate as of January 1, 2009.
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2.2.
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Termination
of Participation
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In the event that a Participant
ceases to be an Eligible Employee, the Participant’s current
Salary Deferral election shall remain in effect, and thereafter,
the Participant shall make no further deferrals unless and until
the Participant again becomes eligible under
Section 2.1.
ARTICLE III. Deferral of
Compensation
Each Participant may elect, prior to
the first day of any Plan Year, to make Salary Deferrals (in 1%
increments) of up to 20% of his or her Compensation for the Plan
Year as provided in the deferral election form. A newly hired
Eligible Employee who becomes a Participant in the year of hire may
elect to make Salary Deferrals of his or her Compensation for such
year pursuant to rules established for such purpose by the Plan
Administrator, consistent with Code section 409A.
A Participant’s Salary
Deferrals may be taken from the Participant’s Compensation
ratably during the applicable Plan Year or in any other manner
determined by the Plan Administrator; provided that such Salary
Deferrals during the Plan Year, in the aggregate, reflect the
Participant’s Salary Deferral election in accordance with
Code section 409A.
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3.3.
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General
Election Rules
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The Plan Administrator may
establish, in its discretion, from time to time, rules allowing
deferral elections to be made later than prescribed in this Article
III to the extent permitted under Code section 409A. Deferral
elections shall be in the form and manner required by the Plan
Administrator, shall be irrevocable and shall not defer more than
that amount which is otherwise available for payment to the
Participant net of any and all required federal, state and local
withholding obligations (determined taking into account the effect
of the deferral) and other qualified plan and pre-tax salary
deferrals. Notwithstanding any other provision of this Article III,
the Plan Administrator may require that a Participant submit
deferral elections prior to the date otherwise specified in this
Article III.
ARTICLE IV. Other
Contributions
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4.1.
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Thrift Plan
Make-up Matching Contributions
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(a)
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During each
year that a Participant is eligible to participate under Article
II, such Participant shall be credited with an amount equal to any
match that would have been made under the Thrift Plan, the Marathon
Petroleum Company LLC Excess Benefit Plan, or any other similar
plan maintained by an Affiliated Company but that is not made
solely because of limitations under the Code or any compensation
limit imposed on deferrals in the Thrift Plan.
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(b)
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Eligible
Employees (a) who are limited to contributing an amount to
their MSP Account (as defined in the Thrift Plan) which is less
than the maximum potential amount of contributions that could be
matched under the Thrift Plan (i) because of the results of
the Actual Deferral Percentage test, or (ii) because of the
attainment of the annual dollar limitation on MSP Contributions,
(b) who (i) continue to contribute their maximum
permissible amount to the MSP Account as determined under the
Thrift Plan, and (ii) are not suspended from making After-Tax
Contributions under the terms of the Thrift Plan, and (c) who
submit an election with the Plan Administrator in accordance with
such procedures as the Plan Administrator shall prescribe,
consistent with Code section 409A, indicating that the Participant
does not wish to contribute the maximum amount of After-Tax
Contributions under the Thrift Plan, will be treated as being
subject to the limitations of the Code for purposes of
Section 4.1(a) upon making the maximum permissible amount of
MSP Contributions.
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(c)
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The match
credited under this Section 4.1 shall be determined at the
rate of the maximum potential match under the Thrift
Plan.
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4.2.
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Matching
Contributions for New Hires in Waiting Period
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New hires who are eligible for this
Plan under Section 2.1 and who, except for the provisions
governing the Thrift Plan’s “waiting period,”
would otherwise be eligible to participate in the Thrift Plan,
shall be credited with a Company match equal to the maximum
potential Company match under the Thrift Plan multiplied by the
Participant’s gross pay (as defined in the Thrift Plan but
disregarding any limitations on eligible compensation as may be
imposed by the Code) during the Thrift Plan’s waiting period.
This accrual shall cease to the extent that, upon the first date of
participation eligibility in the Thrift Plan, the employee is
eligible under the Plan for the Thrift Plan Company matching
contributions.
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4.3.
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Matching
Contributions on Salary Deferrals
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A Participant shall be credited each
year with a match equal to such Participant’s Salary
Deferrals during the year multiplied by the rate of the maximum
potential match under the Thrift Plan.
Matching contributions under this
Article IV may be credited on a pay-period basis or in any other
manner determined by the Plan Administrator; provided that such
matching contributions during the Plan Year, in the aggregate,
reflect the correct amount determined under this Article
IV.
ARTICLE V.
Accounting
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5.1.
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Allocation
to Participant’s Account
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Any Salary Deferrals under Article
III or matching contributions under Article IV shall be credited to
the Participant’s Account in the manner designated by the
Plan Administrator.
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A Participant may select from a list
of hypothetical investment options that will be the same as the
investment options offered and modified from time to time under the
terms of the Thrift Plan. Earnings, gains and losses received on
the investments will be credited to the Participant’s
Acco
