Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.




As previously announced, on August 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") and
7-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, on November 13, 2020, Speedway LLC
("Speedway"), a wholly-owned subsidiary of the Company, entered into a retention
letter agreement (the "Letter Agreement") with Timothy T. Griffith, the
President of Speedway. The Letter Agreement provides that Mr. 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 that Mr. 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.
If Mr. 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 which Mr. 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 with Timothy T. Griffith, dated November 13, 2020
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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