Exhibit 10.4
Sunoco, Inc.
Retainer Stock Plan for Outside Directors
(As Amended and Restated Effective May 3, 2001)
ARTICLE I
Purpose
The purpose of the Sunoco, Inc. Retainer Stock Plan for Outside Directors
(the "Plan") is to provide ownership of the Company's Common Stock to Outside
Directors of the Sunoco, 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.
ARTICLE III
Definitions
In this Plan, the following definitions apply:
(1) "Annual Meeting" means the Annual Meeting of Shareholders of Sunoco, 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 Sunoco, Inc.
(4) "Chairman" shall mean the Chairman of the Board of Directors of Sunoco,
Inc.
(5) "Common Stock" means Sunoco, Inc. common stock.
(6) "Company" means Sunoco, 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 Sunoco, Inc. Retainer Stock Plan for Outside Directors,
as it may be amended from time to time.
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(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 2001 Annual Meeting, 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
thirty five percent (35%) of the Board retainer then in effect. For the
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
restricted stock, and may not be sold or transferred for a period of
one year 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
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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, at the Company's discretion, cause
either (i) a stock certificate to be issued and delivered to each Outside
Director, registered in the name of such Outside Director, or (ii) as an
alternative to issuing such certificate, registration of such shares on the
books and records of the Company ("book-entry registration") in the name of
such Outside Director as a holder of such shares of Common Stock,
evidencing the award of Common Stock pursuant to this Plan. Outside
Directors shall not be deemed for any purpose to be, or to 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 are issued or such
shares have been registered by book-entry registration, as applicable. 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 or
book-entry registration.
(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
Sunoco, 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.
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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.
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