Sunoco 10-K 2008
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 the Sunoco or one of its Affiliates (the Participant);
WHEREAS, in order to make certain awards to key employees of Sunoco and its Affiliates, Sunoco maintains the Sunoco, Inc. Long-Term Performance Enhancement Plan II (the Plan), approved by shareholders at Sunocos 2001 Annual Meeting; and
WHEREAS, the Plan is administered by a Committee (the Committee) appointed by the 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 grant to Participant, pursuant to the terms and conditions of the Plan, an award (the Award) of Common Stock Units (CSUs), representing rights to receive shares of Common Stock which are subject to a risk of forfeiture by the Participant, with the payout of such CSUs being conditioned upon the Participants continued employment with Sunoco or one of its Affiliates through the end of a [three to five]-year vesting period; 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.
Applicable federal, state and local taxes shall be withheld in accordance with Section 2.6 hereof.
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 Vesting Period has expired.
On or before the CSU Payout Date, the Participant will be paid an amount in cash equal to the value of the Dividend Equivalent amounts, if any, credited to the Participant immediately preceding the Change in Control.
(1) who is employed by Sunoco or one of its Affiliates on the CSU Payout Date; or
(2) whose employment relationship with Sunoco or one of its Affiliates is terminated:
Instead, the Participants CSUs and related Dividend Equivalents shall remain and be paid out as though the Participant had continued in the employment of Sunoco or one of its Affiliates through the end of the applicable Vesting Period, and shall be paid on the first day of the second month folllowing the date on which the employment relationship between Participant and the Company is terminated as provided above in this Section 1.6(a).
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.