EXHIBIT 10.9
Sun Company, Inc.
Retainer Stock Plan for Outside Directors
(As Amended and Restated Effective May 5, 1994)
ARTICLE I
Purpose
The purpose of the Sun Company, Inc. Retainer Stock Plan for Outside
Directors (the "Plan") is to provide ownership of the Company's Common
Stock to Outside Directors of the Sun Company, Inc. Board of Directors by
paying, in shares of Common Stock, a portion of the retainer fee paid to
each Outside Director, and thereby improve the Company's ability to attract
and retain highly qualified individuals to serve as directors of the
Company; provide competitive remuneration for Board service; enhance the
breadth of Outside Director remuneration; and strengthen the commonality of
interest between directors and shareholders.
ARTICLE II
Effective Date
This Plan shall become effective upon its approval by the shareholders of
the Company. This Plan shall be submitted to the shareholders for their
approval at the Annual Meeting to be held in 1990.
ARTICLE III
Definitions
In this Plan, the following definitions apply:
(1) "Annual Meeting" means the Annual Meeting of Shareholders of Sun
Company, Inc.
(2) "Award" means the annual award of an equal number of shares of Common
Stock to each Outside Director under this Plan.
(3) "Board" means the Board of Directors of Sun Company, Inc.
(4) "Chairman" shall mean the Chairman of the Board of Directors of Sun
Company, Inc.
(5) "Common Stock" means Sun Company, Inc. common stock.
(6) "Company" means Sun Company, Inc., a Pennsylvania corporation.
(7) "Outside Director" means any member of the Company's Board of
Directors who is not also a principal officer of the Company.
(8) "Participant" means each Outside Director to whom an award of Common
Stock is granted under this Plan upon his or her election or
reelection to the Board.
(9) "Plan" means this Sun Company, Inc. Retainer Stock Plan for Outside
Directors, as it may be amended from time to time.
(10) "Restricted" means stock may not be sold or transferred for a period
of two years from the date of issuance.
ARTICLE IV
Administration
(1) The Board shall administer this Plan. The Chairman shall have
responsibility to conclusively interpret the provisions of this Plan
and decide all questions of fact arising in its application and such
determinations shall be final and binding on the Company and the
Outside Director.
(2) Determinations made with respect to any individual under this Plan
shall be made without the participation of such individual.
(3) This Plan and all action taken under it shall be governed, as to
construction and administration, by the laws of the Commonwealth of
Pennsylvania.
ARTICLE V
Eligibility and Awards
(1) ELIGIBILITY. Each Outside Director shall participate in this Plan.
(2) GRANT OF AWARDS. Commencing with the Annual Meeting in 1990, each
Participant shall be granted an Award of two hundred (200) shares of
Common Stock. Commencing with the Annual Meeting in 1992, each
Participant shall be granted an Award of a number of shares of Common
Stock (rounded up to the nearest five whole shares), the market value
of which shall equal fifty percent (50%) of the Board retainer fee then
in effect. Commencing with the Annual Meeting in 1994, each Participant
shall be granted an Award of a number
of shares of Common Stock (rounded up to the nearest five whole
shares), the market value of which shall equal seventy percent (70%) of
the Board retainer fee then in effect. For purposes of determining such
market value, the closing price of Common Stock on the New York Stock
Exchange on the fifth business day prior to the applicable Annual
Meeting shall be used.
(3) AWARD LIMITATIONS.
(a) Notwithstanding the above subsection, the number of shares of
Common Stock to be awarded to each Participant shall be limited to
an amount the fair market value of which shall not exceed $40,000,
as determined by the closing price of Common Stock on the New York
Stock Exchange on the day prior to such Participant's election or
reelection.
(b) The maximum number of shares of Common Stock which may be issued
under this Plan shall be two hundred and fifty thousand shares
(250,000), subject to adjustments pursuant to ARTICLE VII.
(c) Subject to applicable rules and regulations of the Securities and
Exchange Commission, shares of Common Stock issued hereunder shall
be freely transferable and non-forfeitable prior to May 6, 1993.
Thereafter, stock is restricted and may not be sold or transferred
for a period of two years from the date of issuance.
(4) PRO RATION OF CERTAIN AWARDS. In the event that any Outside Director
is elected by the Board to fill a vacancy between Annual Meetings,
such Outside Director shall participate in this Plan and he or she
shall receive a number of shares representing a pro rata portion of
the number of shares of Common Stock awarded to the Participants as of
the Annual Meeting which immediately preceded the election of such
Outside Director; however, in no event shall the fair market value of
such shares exceed $40,000 as determined pursuant to subparagraph
(3)(a).
(5) ISSUANCE OF COMMON STOCK. As soon as practicable after the applicable
Annual Meeting or the date an Outside Director is otherwise elected as
described above, the Company shall cause to be issued and delivered to
each Outside Director a stock certificate, registered in the name of
such Outside Director, evidencing the award of Common Stock pursuant
to this Plan. Outside Directors shall not be deemed for any purpose to
be or have any rights as shareholders of the Company with respect to
any shares of Common Stock awarded under this Plan, except as and when
certificates therefor are issued. No adjustment shall be made for
dividends or distributions or other rights for which the record date
is prior to the date of such stock certificate.
(6) DISCONTINUATION. The Board may at any time discontinue granting Awards
under this Plan.
(7) DEFERRAL OF AWARD. Notwithstanding the provisions of subsection (5)
above, if a Participant so desires, awards of shares of Common Stock
granted hereunder may be deferred in the form of Share Units pursuant
to the Sun Company, Inc. Directors' Deferred Compensation Plan
("Deferred Plan"). Such deferral shall be subject to the provisions of
the Deferred Plan except that the following terms shall supersede the
terms of the Deferred Plan:
(a) The deferral of shares of Common Stock under this Plan as Share
Units under the Deferred Plan shall be pursuant to a one-time
irrevocable election by a Participant.
(b) The irrevocable election shall apply to all shares of Common Stock
granted subsequent to such election.
(c) The method of payment or distribution of deferred amounts must be
irrevocably specified in a notice delivered to the Compensation
Committee. The method of payment or distribution may be changed
with respect to future awards of shares of Common Stock by filing
notice of such change with the Compensation Committee. Any such
change shall apply only to shares of Common Stock awarded on or
after the first day of the quarter following the calendar quarter
in which the notice is received by the Compensation Committee.
Such notice shall continue, and be effective, until revoked.
ARTICLE VI
Regulatory Compliance and Listing
The issuance or delivery of any shares of Common Stock may be postponed
by the Company for such period as may be required to comply with any
applicable requirements under the federal securities laws, any applicable
listing requirements of any national securities exchange, or any
requirements under any other law or regulation applicable to the issuance
or delivery of such shares. The Company shall not be obligated to issue or
deliver any such shares if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of
any governmental authority or any national securities exchange.
ARTICLE VII
Adjustments
In the event of any change in the outstanding shares of Common Stock by
reason of a stock dividend or distribution, reorganization,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares of Common Stock or the like, the Board may appropriately adjust the
number of shares of Common Stock which may be issued under this Plan.
ARTICLE VIII
Amendment of the Plan
(1) The Board may, without further action by the shareholders and without
further consideration to the Company, amend this Plan or condition or
modify Awards under this Plan in response to changes in securities or
other laws or rules, regulations or regulatory interpretations thereof
applicable to this Plan or to comply with stock exchange rules or
requirements.
(2) The Board may, from time to time, amend this Plan or any provisions
thereof without further action by the shareholders except that no
amendment may:
(a) change the provisions of ARTICLE V, subsection (2), more than once
in any six month period, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder;
(b) increase Awards (i) retroactively, (ii) more than once in any
calendar year, or (iii) to an amount greater than $40,000 per year
as determined pursuant to this Plan;
(c) change the eligibility for Awards or otherwise materially modify
the terms of this Plan; or
(d) affect an Outside Director's rights under any Award made under
this Plan prior to such amendment without such Outside Director's
consent.