Page 74 - MIC 2014 - English
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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



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