Stock-Based Compensation Plans

9 Months Ended

Sep. 30, 2011

Stock Based Compensation Plans Disclosure [Abstract]

16. Stock-Based Compensation Plans

Pursuant to the Employee Matters Agreement (see Note 2), we made certain adjustments to the exercise price and number of our stock-based compensation awards, under existing antidilution provisions, with the intention of generally preserving the intrinsic value of the awards immediately prior to the spin-off. Outstanding options to purchase common shares of Marathon stock that were vested prior to the spin-off were adjusted so that the holders of the options hold options to purchase common shares of both Marathon Oil and MPC stock. Unvested stock options and restricted stock were converted to those of the entity where the employee holding them is working post-separation. Adjustments to our stock-based compensation awards did not result in additional compensation expense.

The following table presenting a summary of stock option award and restricted stock award activity for the nine months ended September 30, 2011 reflects the adjustments discussed above.

	Stock Options		Restricted Stock
	Number of Shares	Weighted Average Exercise Price	Awards	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2010	24,912,261	$24.85	2,084,680	$23.03
Granted	7,676,544^{a}	32.30	2,982,520^{b}	27.85
Options Exercised/Stock Vested	(3,514,758)	15.05	(869,699)	28.28
Cancelled	(403,223)	23.11	(117,543)	23.82
Spin-off downstream business	(6,989,110)	30.94	(289,925)	21.24
Outstanding at September 30, 2011	21,681,714	$24.47	3,790,033	$25.73

a) The weighted average grant date fair value of stock option awards granted was $10.45 per share.

(b) Beginning in August, 2011, most employees on the U.S., U.K., Canadian and Norwegian payrolls are eligible for a restricted stock grant, based on performance.