Common use of Form of Payment of CSUs Clause in Contracts

Form of Payment of CSUs. For a Change in Control occurring within the first consecutive twelve-month period following the date of grant, the number of performance-based CSUs paid out to the Participant with regard to such grant will be equal to the total number of CSUs outstanding in such grant as of the Change in Control, not adjusted for any Performance Factors described in Exhibit . For a Change in Control occurring after the first consecutive twelve-month period following the date of grant, the number of performance-based CSUs paid out to the Participant with regard to such grant will be the greater of (i) the total number of CSUs outstanding in such grant as of the Change in Control, not adjusted for any Performance Factors described in Exhibit or (ii) the total number of such CSUs outstanding in such grant, multiplied by the applicable Performance Factors related to Sunoco’s actual performance immediately prior to the Change in Control. In the case of an award of CSUs conditioned upon the Participant’s continued employment, the total number of CSUs outstanding in such grant as of the Change in Control will be paid to the Participant. The Participant’s CSUs will be payable to the Participant in cash or stock, as determined by the Committee prior to the Change in Control, as follows:

Form of Payment of CSUs. For a Change in Control occurring within the first consecutive twelve-month period following the date of grant, the number of performance-based CSUs paid out to the Participant with regard to such grant will be equal to the total number of CSUs outstanding in such grant as of the Change in Control, not adjusted for any Performance Factors described in Exhibit . For a Change in Control occurring after the first consecutive twelve-month period following the date of grant, the number of performance-based CSUs paid out to the Participant with regard to such grant will be the greater of (i) the total number of CSUs outstanding in such grant as of the Change in Control, not adjusted for any Performance Factors described in Exhibit or (ii) the total number of such CSUs outstanding in such grant, multiplied by the applicable Performance Factors related to Sunoco’s actual performance immediately prior to the Change in Control. In the case of an award of CSUs conditioned upon the Participant’s continued employment, the total number of CSUs outstanding in such grant as of the Change in Control will be paid to the Participant. The Participant’s 's CSUs will be payable to the Participant in cash or stock, as determined by the Committee prior to the Change in Control, as follows:

Form of Payment of CSUs. For a Change in Control occurring within the first consecutive twelve-month period following the date of grant, the number of performance-based CSUs paid out to the Participant with regard to such grant will be equal to the total number of CSUs outstanding in such grant as of the Change in Control, not adjusted for any Performance Factors described in Exhibit . For a Change in Control occurring after the first consecutive twelve-month period following the date of grant, the number of performance-based CSUs paid out to the Participant with regard to such grant will be the greater of (i) the total number of CSUs outstanding in such grant as of the Change in Control, not adjusted for any Performance Factors described in Exhibit ___________ or (ii) the total number of such CSUs outstanding in such grant, multiplied by the applicable Performance Factors related to Sunoco’s actual performance immediately prior to the Change in Control. In the case of an award of CSUs conditioned upon the Participant’s continued employment, the total number of CSUs outstanding in such grant as of the Change in Control will be paid to the Participant. The Participant’s CSUs will be payable to the Participant in cash or stock, as determined by the Committee prior to the Change in Control, as follows: