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: (1) if the Participant is to receive stock, the Participant will receive shares of Common Stock equal in number to the total number of CSUs as stated in this Section 1.6; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs as stated above in this Section 1.6 multiplied by the greater of: (i) the highest price per share of Common Stock paid in connection with any Change in Control during the period starting on the sixtieth (60th) calendar day immediately prior to the Change in Control and ending on the earlier of (a) the ninetieth (90th) calendar day following the Change in Control or (b) the last day of the two and one-half (2- 1/2) months following the end of the calendar year in which the date of the such Change in Control occurs; and (ii) the highest trading price per share of Common Stock reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the 60-day period immediately prior to the Change in Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.

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: (1) if the Participant is to receive stock, the Participant will receive shares of Common Stock equal in number to the total number of CSUs as stated in this Section 1.6; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs as stated above in this Section 1.6 multiplied by the greater of: (i) the highest price per share of Common Stock paid in connection with any Change in Control during the period starting on the sixtieth (60th) calendar day immediately prior to the Change in Control and ending on the earlier of (a) the ninetieth (90th) calendar day following the Change in Control or (b) the last day of the two and one-half (2- 2-1/2) months following the end of the calendar year in which the date of the such Change in Control occurs; and (ii) the highest trading price per share of Common Stock reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the 60-day period immediately prior to the Change in Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.

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: (1) if the Participant is to receive stock, the Participant will receive shares of Common Stock equal in number to the total number of CSUs as stated in this Section 1.6; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs as stated above in this Section 1.6 multiplied by the greater of: (i) the highest price per share of Common Stock paid in connection with any Change in Control during the period starting on the sixtieth (60th) 60th calendar day immediately prior to the Change in Control and ending on the earlier of (ai) the ninetieth (90th) calendar day following the Change in Control or (bii) the last day of the two and one-half (2- 2-1/2) months following the end of the calendar year in which the date of the such Change in Control occurs; and (ii) the highest trading price per share of Common Stock reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the 60-day period immediately prior to the Change in Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.

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: (1) if the Participant is to receive stock, the Participant will receive shares of Common Stock equal in number to the total number of CSUs as stated in this Section 1.6; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs as stated above in this Section 1.6 multiplied by the greater of: (i) the highest price per share of Common Stock paid in connection with any Change in Control during the period starting on from the sixtieth (60th) 60th calendar day immediately prior to the Change in Control and ending on the earlier of (a) through the ninetieth (90th) calendar day following the Change in Control or (b) the last day of the two and one-half (2- 1/2) months following the end of the calendar year in which the date of the such Change in Control occursControl; and (ii) the highest trading price per share of Common Stock reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the 60-day period immediately prior to the Change in Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.

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: (1) if the Participant is to receive stock, the Participant will receive shares of Common Stock equal in number to the total number of CSUs as stated in this Section 1.6; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs as stated above in this Section 1.6 multiplied by the greater of: (i) the highest price per share of Common Stock paid in connection with any Change in Control during the period starting staring on the sixtieth (60th) 60th calendar day immediately prior to the Change in Control and ending on the earlier of (ai) the ninetieth (90th) calendar day following the date of occurrence of such Change in Control or (bii) the last day of the two and one-half (2- 2-1/2) months following the end of the calendar year in which the date of the such Change in Control occurs; and (ii) the highest trading price per share of Common Stock reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the 60-day period immediately prior to the Change in Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.

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: (1) if the Participant is to receive stock, the Participant will receive shares of Common Stock equal in number to the total number of CSUs as stated in this Section 1.6; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs as stated above in this Section 1.6 multiplied by the greater of: (i) the highest price per share of Common Stock paid in connection with any Change in Control during the period starting on the sixtieth (60th) calendar day immediately prior to the Change in Control and ending on the earlier of earlier (a) the ninetieth (90th) calendar day following the Change in Control or (b) the last day of the two and one-half (2- 1/2) months following the end of the calendar year in which the date of the such Change in Control occurs; and (ii) the highest trading price per share of Common Stock reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the 60-day period immediately prior to the Change in Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.

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: (1) if the Participant is to receive stock, the Participant will receive shares of Common Stock equal in number to the total number of CSUs as stated in this Section 1.6; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs as stated above in this Section 1.6 multiplied by the greater of: (i) the highest price per share of Common Stock paid in connection with any Change in Control during the period starting on the sixtieth (60th) calendar day immediately prior to the Change in Control and ending on the earlier of (ai) the ninetieth (90th) calendar day following the date of occurrence of such Change in Control or (bii) the last day of the two and one-half (2- 2-1/2) months following the end of the calendar year in which the date of the such Change in Control occurs; and (ii) the highest trading price per share of Common Stock reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the 60-day period immediately prior to the Change in Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due, as provided in Section 2.6 hereof.