Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously announced, onAugust 2, 2020 ,Marathon Petroleum Corporation (the "Company") entered into a purchase and sale agreement (the "Purchase Agreement") with certain of its subsidiaries set forth therein (collectively, "Sellers") and7-Eleven, Inc. ("Purchaser"), pursuant to which the Sellers have agreed to transfer the assets and liabilities constituting the Company's convenience store business (the "Business") to Purchaser for a purchase price of$21 billion , subject to certain adjustments (the "Transaction"). In connection with the Transaction, onNovember 13, 2020 ,Speedway LLC ("Speedway"), a wholly-owned subsidiary of the Company, entered into a retention letter agreement (the "Letter Agreement") withTimothy T. Griffith , the President of Speedway. The Letter Agreement provides thatMr. Griffith is eligible for a lump sum cash payment of up to$1,750,000 , payable on the date that is six months following the consummation of the Transaction (the "Payment Date"), provided thatMr. Griffith satisfies certain performance expectations with respect to the transition of the Business (as determined by the Company's Chief Executive Officer) and remains an employee of Speedway through the Payment Date. IfMr. Griffith's employment is terminated without cause (as defined in the Letter Agreement) prior to the Payment Date, he will be entitled to receive up to 100% of the amount set forth above (such amount to be based, in part and as described in the Letter Agreement, upon the date on whichMr. Griffith's employment is terminated), subject to his execution and non-revocation of a general release of claims.Mr. Griffith will not be eligible for any payments under the Letter Agreement if his employment terminates for any other reason prior to the Payment Date, or if the Purchase Agreement is terminated without consummation of the Transaction. The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Letter Agreement withTimothy T. Griffith , datedNovember 13, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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