Common use of Form of Payment of CSUs Clause in Contracts

Form of Payment of CSUs. In the event of a Change in Control of Sunoco, all the Participant’s CSUs outstanding as of the Change in Control shall 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 granted to the Participant; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs outstanding 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. In the event of a Change in Control of Sunoco, all the Participant’s CSUs outstanding as of the Change in Control shall 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 granted to the Participant; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs outstanding 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. In the event of a Change in Control of Sunoco, all the Participant’s CSUs outstanding as of the Change in Control shall 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 granted to the Participant; or (2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of CSUs outstanding 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 Change in Control or (bii) 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.