Page 66 - MIC 2014 - English

EXECUTIVE COMPENSATION

The following table summarizes the defined contributions accounts of each of the Named Executive Officers.

Accumulated value Accumulated value
as at January 1, as at December 31,
2013 Compensatory 2013

Name ($)
($)
($)
S.W. WILLIAMS 21 949
1 715
23 452
.......................................................................................................................................................................................................................................................
S.D.L. REYNISH 24 924 1 689 28 854
.......................................................................................................................................................................................................................................................
B.W. DEMOSKY(1) 25 083 1 715 31 464
.......................................................................................................................................................................................................................................................
M.S. LITTLE 19 718 1 715 23 818
.......................................................................................................................................................................................................................................................
M.R. MACSWEEN 131 493 1 715 159 108

(1) Mr. Demosky resigned from Suncor effective December 27, 2013. The accumulated value represents the value of Mr. Demosky’s account at
December 31, 2013, which had not been transferred out of the plan.

TERMINATION AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS

Termination Agreements
NEOs are compensated based on their remuneration, in the
event of termination of employment (‘‘Termination Event’’)
Suncor has employment termination agreements with each
of the Named Executive Officers, excluding
by Suncor, other than for just cause, and by the individual
within 120 days following a constructive dismissal event.
Messrs. Demosky and Jackman(1).

Notice Period Provisions. For the NEOs, should a
Termination Event occur, the termination agreements
Quick Facts
provide a 24-month notice period. Cash payments are
provided (i) for base salary and targeted annual incentive
Termination agreements:
during the notice period, (ii) for SOP (as defined on
– are in place with the
page 38) options which, but for the Termination Event,

would have become exercisable during the notice period,
President & CEO and eight of
and (iii) for PSUs and RSUs that would pay out during the

Suncor’s senior executives
notice period based on a performance factor calculated as
at the date of termination, if applicable, and for
– provide a 24-month notice
Mr. Reynish that are pro-rated for the period he was
employed during the grant period. The foregoing
period
individuals receive credited service under the SERP for the
– are ‘‘double trigger’’ on a
notice period.

change of control
Double Trigger Provisions and Change of Control.
Suncor’s termination agreements with the NEOs are
– are reviewed annually by the
‘‘double trigger’’, and as such provide for payments based
HR&CC
only upon involuntary termination or constructive dismissal

– are updated periodically for
on a change of control. For stock option grants made
beginning in 2012, the Board approved amendments to

new participants based on the SOP requiring a ‘‘double trigger’’ for immediate vesting,
subject to certain exceptions where the double trigger is
governance trends and not required for vesting (including at the discretion of

best practice
the Board).

For PSUs and RSUs granted beginning in 2012, the Board
approved amendments to the plans governing PSUs and

RSUs adding a ‘‘double trigger’’ requirement to vest on a

(1) As Mr. Demosky resigned in 2013 and Mr. Jackman retired in 2013, their employment termination agreements had been terminated prior to year end.
References to NEOs in this section do not include Messrs. Demosky or Jackman.

64 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014