Page 62 - MIC 2014 - English

EXECUTIVE COMPENSATION

(8) The Pension Value in respect of Mr. Williams, as previously disclosed in Suncor’s 2012 management proxy circular (the amount of $1,002,100 as at
December 31, 2011), was restated in Suncor’s 2013 management proxy circular to reflect his appointment as President, effective as of December 1,
2011.

(9) Mr. Reynish was appointed Executive Vice President, Oil Sands Ventures, effective January 3, 2012 and remained in this position until January 1, 2014.
He was appointed Interim Chief Financial Officer on December 9, 2013, and in addition, became Executive Vice President, Strategy & Corporate
Development effective January 1, 2014. Mr. Reynish received no additional compensation for acting in the capacity of Interim Chief Financial Officer
in 2013.

(10) Mr. Demosky was Chief Financial Officer until December 9, 2013, and resigned from Suncor effective December 27, 2013.
(11) Mr. Jackman stepped down from the position of Executive Vice President, Refining and Marketing on September 9, 2013, and retired from Suncor
effective September 30, 2013.

Share-Based Awards and Option-Based Awards. The following table provides certain information about option-based
awards and shared-based awards outstanding for the Named Executive Officers as at December 31, 2013. For further

details, including the exercise price and expiration date, of each option-based award held by the Named Executive Officers
as at December 31, 2013, see Schedule B.

Option-Based Awards
Share-Based Awards

Aggregate
Aggregate market or
market or Aggregate payout value
payout value Aggregate Aggregate number of of vested

of share- number of value of shares or share-based
based awards securities unexercised units of awards not
that have underlying ‘in-the-money’ shares that paid out
not vested(4) unexercised options(2) have not or distributed(5)
($)
Name
options(1)
($)
vested(3)
($)

274 938
S.W. WILLIAMS
1 473 000
6 111 660
10 238 681
2 970 381
.......................................................................................................................................................................................................................................................
S.D.L. REYNISH 193 800 727 508 71 289 2 654 788 278 394
.......................................................................................................................................................................................................................................................
B.W. DEMOSKY 102 173 23 940 — — 496 878
.......................................................................................................................................................................................................................................................
M.S. LITTLE 417048 1175070 93549 3483781 1071112
.......................................................................................................................................................................................................................................................
M.R. MACSWEEN 324 000 900 310 73 459 2 735 600 1 072 812
.......................................................................................................................................................................................................................................................
B.J. JACKMAN 617 800 3 609 676 80 363 2 992 728 5 974 672

(1) Includes performance-based options issued under the closed SunShare 2012 Plan, other than those which were cancelled on January 1, 2013, as

performance conditions were not met.
(2) Value of options calculated based on the difference between the closing price of a Suncor common share on the TSX as at December 31, 2013
($37.24) and the exercise price of the option.

(3) Includes PSUs granted under the PSU Plan which were held by the Named Executive Officers as at December 31, 2013. Excludes PSUs issued in 2011
that vested December 31, 2013. The number of PSUs are rounded for display purposes.
(4) Value of PSUs is calculated based on the actual units, including the fractional units, based on the closing price of a Suncor common share on the TSX
as at December 31, 2013 ($37.24). PSUs are projected at a 100% payout. Under the PSU Plan, PSUs may vest between 0% and 200% based on
performance at the end of the three-year period. See ‘‘Performance Share Unit Plan’’ on page 68 of this management proxy circular for details.

(5) Share-based awards include DSUs granted under the DSU Plan and the closed Petro-Canada Deferred Share Unit Plans (Eligible Employees of Petro-
Canada) (the ‘‘PCDSU Plans’’), which were held by the Named Executive Officers as at December 31, 2013. See ‘‘Summary of Incentive Plans – Closed
Plans’’ on page 71 of this management proxy circular. DSUs cannot be redeemed until a Named Executive Officer ceases to be an employee. Value of
DSUs calculated based on the closing price of a Suncor common share on the TSX as at December 31, 2013 ($37.24). For Messrs. Williams, Little,
MacSween and Jackman, this amount also includes PSUs issued in 2011 under the PSU Plan that vested on December 31, 2013 and paid out in

February 2014. The value of these PSUs is based on actual payout.

60 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014