Page 69 - MIC 2014 - English

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No current or proposed director, executive officer or employee of Suncor, or any former director, executive officer or
employee of Suncor, or any associate of any of the foregoing, is, or has been at any time during 2013, excluding routine

indebtedness, indebted to Suncor or its subsidiaries, either in connection with the purchase of Suncor securities
or otherwise.

SUMMARY OF INCENTIVE PLANS

The following table sets forth information in respect of securities authorized for issuance under our equity compensation

plans as at December 31, 2013.

Number of securities remaining
available for future issuance
under equity compensation
plans Number of securities to Weighted-average
(excluding securities be issued upon exercise of exercise price of
reflected in column (a)) outstanding options outstanding options ($)

(c)
Plan Category
(a)
(b)
Equity compensation plans approved by

36.81
security holders
30 381 640
29 817 440
.......................................................................................................................................................................................................................................................
Equity compensation plans not approved
by security holders
4 614 942 41.82 —

Total
34 996 582 37.47 29 817 440

The numbers shown beside ‘‘Equity compensation plans payment equal to the difference between the Market Value
approved by security holders’’ refer to options granted of a Suncor common share on exercise and the exercise

under the SOP, the Suncor Executive Stock Plan (the ‘‘ESP’’), price of the related option. The ‘‘Market Value’’ under the
the PCSOP and the SunShare 2012 Plan. The numbers SOP for grants prior to January 1, 2013 was the simple

shown beside ‘‘Equity compensation plans not approved by average of the high and low prices at which Suncor
security holders’’ refer to the Suncor Key Contributor Stock common shares were traded in one or more board lots on

Option Plan (the ‘‘SKCSO’’).
the TSX on the day prior to the grant date or exercise
date, as the case may be. Effective for option grants on or
Suncor Energy Stock Option Plan. The SOP provides for
after January 1, 2013, ‘‘Market Value’’ means the simple
the grant of stock options to purchase Suncor common average of the daily high and low prices at which Suncor
shares, as well as the grant of stock appreciation rights
common shares were traded in one or more board lots on
(‘‘SARs’’) and LARs, to eligible employees of Suncor. Eligible the TSX over the five trading days immediately preceding
employees are persons who provide services to Suncor or the date of grant or exercise date, as the case may be. We

any of its subsidiaries or partnerships and for whom we are did not obtain shareholder approval for this amendment
required by law to make income source withholdings.
because it did not constitute an amendment under the SOP

Options entitle the holder to purchase Suncor common or the rules of the TSX that required shareholder approval.
shares at a price not less than the Market Value (as defined
Due to legislative changes in 2010 under the Income
below) of the shares on the date of grant. Where SARs are Tax Act (Canada), Suncor no longer grants SARs or tandem
granted on a stand-alone basis, each SAR entitles the
SARs to Canadian employees. In 2012, the Board approved
holder to receive, upon exercise, payment equal to the discontinuing the practice of providing LARs for options
difference between the Market Value of a share on exercise
granted under the SOP to executives, certain Board
and the Market Value of a Suncor common share on the members and key employees effective January 1, 2013. See
date of grant. The options and SARs generally have a term
‘‘Termination Agreements and Change of Control
of seven years. A tandem SAR, which may be granted with Arrangements – Limited Appreciation Rights’’.
an option, entitles the holder to receive, upon exercise, a

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 67