Page 67 - MIC 2014 - English

change of control, subject to Suncor performance Governance. The HR&CC annually reviews the status of

measured at the change of control date.
termination agreements and change of control
arrangements for Suncor’s senior executives and periodically
Under the SOP, the PSU Plan and the Restricted Share Unit
Plan (the ‘‘RSU Plan’’), a change of control generally reviews current governance trends and market practices.
Based on the HR&CC’s review, amendments may be made
includes a transaction or series of transactions whereby any
person or combination of persons, acting jointly or in to agreements for new participants.

concert, beneficially owns, directly or indirectly, or exercises
control or direction over, 35% or more of the outstanding Limited Appreciation Rights

voting securities of Suncor or its successor.
In November 2012, the Board resolved to discontinue the
practice of granting limited appreciation rights (‘‘LARs’’) to
NEOs with less than five years of executive service may
become eligible to receive supplemental retirement executives, certain Board members (who hold stock options
granted prior to 2008 when the practice of granting stock
payments under the SERP in the event of a change of
control of Suncor, after the occurrence of certain specified options to directors was discontinued) and key employees.
The final grant of LARs, which was made in 2012 and was
corporate changes, or for certain executives, after a
substantial decrease in such executive’s responsibilities. In applicable to option grants in 2012 or prior, expired on
July 30, 2013.
addition, Suncor has entered into certain trust
arrangements for non-U.S. taxpayers to secure its
obligations under the SERP upon a change in control

of Suncor.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 65