Page 74 - MIC 2014 - English

SUMMARY OF INCENTIVE PLANS

formal, minor or technical modifications to any of the expire at the closing of the change of control

provisions; (b) to change any of the provisions provided transaction.
the change is not materially prejudicial to the interests
• The Suncor Plans and the PCSOP provide for
of the option holders; or (c) to correct any ambiguity, adjustments to be made for the effect of certain
defective provisions, error or omissions in the provisions
events, including but not limited to, subdivision,
of the plan provided that the rights of the option consolidation, reorganization or other events which
holders are not prejudiced by the correction. Subject to
necessitate adjustments to the options in proportion
the obtaining of any required regulatory or other with adjustments made to all Suncor common shares.
approvals, any other amendment is only effective after
• The aggregate number of Suncor common shares
it has been approved by option holders, in accordance
with the plan.
which may be reserved for issuance under the SOP and
all other security based compensation arrangements of
• No one person or company is entitled to receive more
Suncor, must not, within any one-year period be issued,
than 5% of the issued and outstanding Suncor or at any time under such arrangements be issuable, to
common shares pursuant to all equity-based
insiders of Suncor (as defined in the TSX Company
compensation arrangements.
Manual) in an amount exceeding 10% of Suncor’s total

• Each option under the PCSOP is non-assignable and issued and outstanding securities.
the rights of a holder under the PSCOP are
non-transferable. However, an option and the right to • Pursuant to the SOP, in the event of an employee’s
involuntary termination (other than for cause, death,
exercise it may transfer to a participant’s heirs and legal permitted leave, retirement or in connection with a
personal representative in death.
change of control) or voluntary termination of
• The exercise price of each option granted under the employment, unvested options expire immediately and

Suncor Plans and the PCSOP cannot be less than the vested options expire no later than three months from
fair market value of a common share at the time
such termination. In the event of the holder’s death, all

of grant.
options become exercisable by the holder’s estate and
shall expire no later than 12 months after the date of
• For options granted prior to 2012 under the Suncor
Plans, but not yet exercisable, the Board may provide death. In the event of the holder’s retirement, all
options become exercisable and shall expire no later
that such Awards become immediately exercisable in
the event of a change of control of Suncor. The SOP than 36 months after the date of retirement. If a
holder is absent from work as a result of a permitted
was amended in 2012. We did not obtain shareholder
approval for these amendments because they did not leave, the holder’s options shall continue to vest for a
period of 24 months from the date of commencement
constitute an amendment under the plan or the rules
of the TSX that required shareholder approval. Pursuant of the leave and the right to exercise such holder’s
options shall terminate no later than the expiration of
to the amendments, awards made under the SOP on or
after January 1, 2012 will no longer automatically vest 12 months from the date that is 24 months from the
date of commencement of the leave. If the holder has
upon a change of control. Rather, upon a change of
control, awards that have been granted under the SOP not returned to active service prior to the expiration of
24 months from the date of commencement of the
on or after January 1, 2012 and that remain
outstanding on the change of control will be permitted leave then the holder’s options which were
not exercisable 24 months from the date of
substituted with new awards on substantially the same
terms and conditions. Provided the foregoing occurs, a commencement of such leave shall immediately
terminate. In the event of involuntary termination for
holder’s options will not vest upon or in connection
with a change of control unless his or her employment cause, all options expire on the date of such
termination.
is terminated within 12 months of the change of
control (other than for cause), in which case the • Pursuant to the ESP and the SKCSO, in the event of an

options will vest upon the holder’s termination and employee’s involuntary or voluntary termination of
shall expire three months following the termination employment, unvested options expire immediately and

date. However, where options that remain outstanding vested options expire no later than six months from
on a change of control are not be substituted with
such termination. Vested options expire no later than

new awards on substantially the same terms and in 12 months after termination of employment due to
certain other circumstances (including at the discretion death and no later than 36 months after termination of

of the Board), the outstanding awards will immediately employment due to retirement. If a holder becomes
become exercisable. Any award not so exercised will
entitled to disability benefits, the holder’s options shall

continue to vest for a period of 24 months from the

72 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014