Common use of Sunoco Options Held by Sunoco Employees, Former Sunoco Employees and Sunoco Directors Clause in Contracts

Sunoco Options Held by Sunoco Employees, Former Sunoco Employees and Sunoco Directors. As determined by the Compensation Committee of the Sunoco Board of Directors (the “Committee”) pursuant to its authority under the applicable Sunoco Long-Term Incentive Plan, each Sunoco Option held by a Sunoco Employee, a Former Sunoco Employee or a member of the Sunoco Board of Directors, whether vested or unvested, shall be converted on the Distribution Date into both an adjusted Sunoco Option and a SunCoke Option and shall otherwise be subject to the same terms and conditions after the Distribution Date as the terms and conditions applicable to such Sunoco Option immediately prior to the Distribution Date; provided, however, that from and after the Distribution Date: (i) the number of shares of Sunoco Common Stock subject to such adjusted Sunoco Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Sunoco Common Stock subject to such Sunoco Option immediately prior to the Distribution Date by (B) the Sunoco Value Factor by (C) the Sunoco Ratio; (ii) the number of shares of SunCoke Common Stock subject to such SunCoke Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Sunoco Common Stock subject to the Sunoco Option immediately prior to the Distribution Date by (B) the SunCoke Value Factor by (C) the SunCoke Ratio; (iii) the per share exercise price of such adjusted Sunoco Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Sunoco Option immediately prior to the Distribution Date by (B) the Sunoco Ratio; (iv) the per share exercise price of such SunCoke Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the Sunoco Option immediately prior to the Distribution Date by (B) the SunCoke Ratio; and (v) the SunCoke Option shall be fully vested and exercisable; provided, however, that the exercise price, the number of shares of Sunoco Common Stock and SunCoke Common Stock subject to such options and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Sunoco Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Distribution Date, the exercise price, the number of shares of Sunoco Common Stock and SunCoke Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. In the event that the holder of a SunCoke Option that vests as a result of the operation of Section 8.8(a)(v) voluntarily resigns his or her employment with Sunoco for any reason or Sunoco terminates the employment of any such holder for Just Cause (as defined in the applicable Sunoco Long-Term Incentive Plan) at any time following the Distribution Date and prior to the earlier of (x) the one-year anniversary of the Distribution Date and (y) the end of the originally scheduled vesting date with respect to the relevant Sunoco Option, the holder shall forfeit any such unexercised SunCoke Option and Sunoco shall be entitled to recover from such holder an amount equal to the after-tax proceeds of the sale (including sales to SunCoke) of any shares of SunCoke Common Stock acquired upon the exercise of any such SunCoke Option, less the exercise price paid to acquire any such shares; provided, however, that the forfeiture/recovery right described in this sentence shall not apply following a Change in Control (as defined in the applicable Sunoco Long-Term Incentive Plan).

Sunoco Options Held by Sunoco Employees, Former Sunoco Employees and Sunoco Directors. As determined by the Compensation Committee of the Sunoco Board of Directors (the “Committee”) pursuant to its authority under the applicable Sunoco Long-Term Incentive Plan, each Sunoco Option held by a Sunoco Employee, a Former Sunoco Employee or a member of the Sunoco Board of Directors, whether vested or unvested, shall be converted on the Distribution Date into both an adjusted Sunoco a SunCoke Option and a SunCoke Sunoco Option and shall otherwise be subject to the same terms and conditions after the Distribution Date as the terms and conditions applicable to such Sunoco Option immediately prior to the Distribution Date; provided, however, that from and after the Distribution Date: Date (i) the number of shares of Sunoco Common Stock subject to such adjusted Sunoco Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) of the number of shares of Sunoco Common Stock subject to such Sunoco Option immediately prior to the Distribution Date by (B) the Sunoco Value Factor by (C) the Sunoco Ratio; , (ii) the number of shares of SunCoke Common Stock subject to such SunCoke Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Sunoco Common Stock subject to the Sunoco Option immediately prior to the Distribution Date by (B) the SunCoke Value Factor by (C) the SunCoke Ratio; , (iii) the per share exercise price of such adjusted Sunoco Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Sunoco Option immediately prior to the Distribution Date by (B) the Sunoco Ratio; , (iv) the per share exercise price of such the SunCoke Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the Sunoco Option immediately prior to the Distribution Date by (B) the SunCoke Ratio; and , and (v) the SunCoke Option shall be fully vested and exercisable; provided, however, that the exercise price, the number of shares of Sunoco Common Stock and SunCoke Common Stock subject to such options and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Sunoco Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Distribution Date, the exercise price, the number of shares of Sunoco Common Stock and SunCoke Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. In the event that the holder of a SunCoke Option that vests as a result of the operation of Section 8.8(a)(v) voluntarily resigns his or her employment with Sunoco for any reason or Sunoco terminates the employment of any such holder for Just Cause (as defined in the applicable Sunoco Long-Term Incentive Plan) at any time following the Distribution Date and prior to the earlier of (x) the one-year anniversary of the Distribution Date and (y) the end of the originally scheduled vesting date with respect to the relevant Sunoco Option, the holder shall forfeit any such unexercised SunCoke Option and Sunoco shall be entitled to recover from such holder an amount equal to the after-tax proceeds of the sale (including sales to SunCoke) of any shares of SunCoke Common Stock acquired upon the exercise of any such SunCoke Option, less the exercise price paid to acquire any such shares; provided, however, that the forfeiture/recovery right described in this sentence shall not apply following a Change in Control (as defined in the applicable Sunoco Long-Term Incentive Plan).