Exhibit 10.31 Marathon Petroleum Annual Cash Bonus (ACB) Program Effective January 1, 2015

“Affiliate” means, with respect to any referenced person or entity, any other person controlling, controlled by, or under common control with such person.

“Award” means an award of an Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Common Share, Restricted Stock, Restricted Stock Unit, or Cash granted to a Participant pursuant to the provisions of the Plan, any of which the Committee or its delegate may structure to qualify in whole or in part as a Performance Award.

“Board” means the Board of Directors of Marathon Petroleum Corporation.

“Change in Control” means a transaction of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Corporation is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if:

any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including the amount of the securities beneficially owned

the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation; or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets; or

A Change in Control shall not be deemed to occur if the Company undergoes a bankruptcy, liquidation, or reorganization under the United States Bankruptcy Code.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.

“Committee” means the Committee delegated by the Board with the authority to administer the Plan. To the extent the Committee has delegated authority to any person(s) or committee(s) pursuant to Section 6 of the Plan, a reference to the Committee herein may also include such person(s) or committee(s). However, in no event shall the Committee delegate its authority with respect to the compensation of any Participant whose compensation the Board or Committee reasonably believes may become subject to Section 162(m) of the Code.

“Company” means

Blanchard Refining Company LLC,

Catlettsburg Refining, LLC,

Cincinnati Renewable Fuels LLC,

Marathon Petroleum Company Canada, Ltd,

Marathon Petroleum Company LP,

Marathon Petroleum Corporation,

Marathon Petroleum Services LLC,

Marathon Petroleum Logistics Services LLC,

Marathon Petroleum Service Company,

Speedway LLC, and

any other subsidiaries or controlled company of the above, as applicable.

“Covered Employees" has the same meaning as defined in Section 162(m)(3) of the Code.

“Eligible Employees” means regular full-time and regular part-time Company employees who on the last day of the last pay period completed for the Performance Period are assigned to a salary grade within the Company salary structure. However, eligibility for employees of Speedway LLC and any of its subsidiaries is limited to those in salary grades 15 and above on the last day of the last pay period completed for the Performance Period. Eligible Employees may also include employees of other companies selected by the Committee and select employees of an approved Affiliate as approved by the Committee.

“Eligible Wages” for non-Officer employees include:

actual base wages paid and compensation deferred during the Performance Period, and

overtime paid in the Performance Period. 

“Performance Period” means any fiscal year or such other measurement period determined by the Committee or its delegate in their sole discretion.

“Qualifying Performance Criteria” shall mean any one or more of the following performance criteria that are in the Plan and were approved by shareholders (or other performance criteria approved by shareholders in the Plan), either individually, alternatively, or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary or Affiliate, either individually, alternatively or in any combination, and measured either quarterly, annually, or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee or its delegate: (i) revenue, (ii) income measures (which include revenue, gross margin, income from operations, net income, net sales, earnings per share, earnings before interest, depreciation, taxes, and amortization (“EBIDTA”), earnings before interest, taxes and amortization (“EBITA”) and earnings before interest and taxes (“EBIT), and economic value added, (iii) expense measures (which include costs of goods sold, selling, finding and development costs, general and administrative expenses, and overhead costs), (iv) operating measures (which include refinery throughput, mechanical availability, productivity, operating income, funds from operations, product quality, cash from operations, after-tax operating income, market share, margin, and sales volumes), (v) margins (which include crack-spread measures), (vi) refined product measures, (vii) cash management and cash flow measures (which include net cash flow from operating activities, working capital, receivables management and related customer terms), (vii) liquidity measures (which include earnings before or after the effect of certain

has reached the age 50 or more with 10 years of accredited service, and

is deemed to be in good standing.

the “buyer” of sold Company assets, or

the “new operator” of a jointly-owned facility, or

a company that has been contracted to perform services being outsourced.

during a Performance Period, their eligibility for the Program will end and a payment will be made to the Participant’s estate as soon as practicable following death. Such payment will be based on target performance levels for all metrics and the Participant’s Eligible Wages paid during a Performance Period.

after a Performance Period, but before payment for that Performance Period has been made, the full Award otherwise deemed payable under the Program will be made to the Participant’s estate (as close to the time all other Award payments for such Performance Period are made).

interpret the Program,

establish, interpret, amend or revoke rules and regulations relating to the operation of the Program,

interpret the Program, to correct any defect, supply any omission or reconcile any inconsistency in the Program,

adopt such rules for the administration, interpretation and application of the Program, and

make all determination and take all other actions necessary or appropriate for the proper administration of the Program.

Rodney P. Nichols

Senior Vice President,