Sunoco 10-K 2007
Documents found in this filing:
[Month, Year] Award
COMMON STOCK UNIT AGREEMENT
SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II
This Common Stock Unit Agreement (the Agreement), entered into as of the (Agreement Date), by and between Sunoco, Inc. (Sunoco) and , an employee of Sunoco or one of its Affiliates (the Participant);
W I T N E S S E T H:
WHEREAS, in order to make certain awards to key employees and directors of Sunoco and its Affiliates, Sunoco maintains the Sunoco, Inc. Long-Term Performance Enhancement Plan II (the Plan), approved by shareholders at Sunoco's 2001 Annual Meeting; and
WHEREAS, the Plan is administered by a Committee (the Committee) appointed by Sunocos Board of Directors and consisting of at least two (2) members of such Board, each of whom meets the applicable requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code; and
WHEREAS, the Committee has determined to make an award to the Participant of Common Stock Units (CSUs), representing rights to receive shares of Common Stock which are subject to a risk of forfeiture by the Participant, pursuant to the terms and conditions of the Plan; and
WHEREAS, the Participant has determined to accept such award;
NOW, THEREFORE, Sunoco and the Participant each, intending to be legally bound hereby, agree as follows:
AWARD OF COMMON STOCK UNITS
Any initially capitalized terms and phrases used in this Agreement but not otherwise defined herein, shall have the respective meanings ascribed to them in the Plan.
(a) Exhibit , attached hereto and made a part hereof, sets forth the performance measures that will be applied to determine the amount of the award earned pursuant to this Agreement. These performance measures may be modified by the Committee during, and after the end of, the Performance Period to reflect significant events that occur during the Performance Period.
(b) The number of CSUs and Dividend Equivalents earned will be equal to the amounts awarded multiplied by the applicable Performance Factors. However, the Committee has the discretion to reduce (but not increase) some or all of the amount that would otherwise be payable as a result of the satisfaction of the Performance Goals. In making this determination, the Committee may take into account any such factor or factors it determines are appropriate, including but not limited to Company, business unit or individual performance.
Applicable federal, state and local taxes shall be withheld in accordance with Section 2.6 hereof.
occurring after the first consecutive twelve-month period following the date of grant, the number of performance-based CSUs paid out to the Participant with regard to such grant will be the greater of (i) the total number of CSUs outstanding in such grant as of the Change in Control, not adjusted for any Performance Factors described in Exhibit or (ii) the total number of such CSUs outstanding in such grant, multiplied by the applicable Performance Factors related to Sunocos actual performance immediately prior to the Change in Control. In the case of an award of CSUs conditioned upon the Participants continued employment, the total number of CSUs outstanding in such grant as of the Change in Control will be paid to the Participant. The Participant's CSUs will be payable to the Participant in cash or stock, as determined by the Committee prior to the Change in Control, as follows:
Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.
The cash or stock, as the case may be, shall be paid out to the Participant no later than the earlier of (i) ninety (90) days following the date of occurrence of such Change in Control or (ii) two and one-half (2-1/2) months following the end of the calendar year in which the date of such Change in Control occurs (the CSU Payout Date), regardless of whether the applicable Performance Period has expired or whether the applicable Performance Goals have been met.
On or before the CSU Payout Date, the Participant will be paid an amount in cash equal to the applicable Dividend Equivalents on the number of CSUs being paid pursuant to this Section 1.6 for the time period immediately preceding the Change in Control.
The Participant's CSUs and the related Dividend Equivalents will remain subject to adjustment for any Performance Factors in accordance with Exhibit hereto, and will be paid out only as, if, and when the applicable Performance Goals have been met, just as though the Participant had continued in the employment of Sunoco or one of its Affiliates through the end of the applicable Performance Period.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.