Dennis Zeleny Senior Vice President and Chief Human Resources Officer Sunoco, Inc. Philadelphia PA 19103-7583 Fax 215 977 3131 dzeleny@sunocoinc.comLetter Agreement • March 23rd, 2011 • SunCoke Energy, Inc. • Pennsylvania
This letter agreement (“Letter Agreement”) serves to set forth the terms of the compensation arrangement between Sunoco, Inc. and you in connection with Sunoco’s separation of SunCoke Energy, either by means of a spin-off transaction, including an initial public offering, (following which SunCoke would be an independent publicly-traded company) (“Spin-Off”) or by means of a sale transaction (following which SunCoke would be owned by an entity other than Sunoco) (“Sale”). For purposes of this Letter Agreement, the term Transaction refers to the Spin-Off or Sale, as applicable. This letter agreement is subject to final approval by the Compensation Committee of Sunoco, Inc.
