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Exhibit 10.14
Sunoco, Inc.
Retainer Stock Plan for Outside
Directors
(As Amended and Restated effective
January 1, 2005)
ARTICLE I
Purpose
The purpose of the Sunoco, Inc.
Retainer Stock Plan for Outside Directors (the “Plan”)
is to provide ownership of the Company’s Common Stock to
Outside Directors of the Sunoco, Inc. Board of Directors by paying,
in shares of Common Stock, a portion of the retainer fee paid to
each Outside Director, and thereby improve the Company’s
ability to attract and retain highly qualified individuals to serve
as directors of the Company; provide competitive remuneration for
Board service; enhance the breadth of Outside Director
remuneration; and strengthen the commonality of interest between
directors and shareholders.
ARTICLE II
Effective Date
This Plan shall become effective
upon its approval by the shareholders of the Company.
ARTICLE III
Definitions
In this Plan, the following
definitions apply:
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(1)
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“Annual
Meeting” means the Annual Meeting of Shareholders of Sunoco,
Inc.
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(2)
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“Award” means the annual award of an
equal number of shares of Common Stock to each Outside Director
under this Plan.
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(3)
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“Board” means the Board of Directors
of Sunoco, Inc.
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(4)
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“Chairman” shall mean the Chairman
of the Board of Directors of Sunoco, Inc.
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(5)
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“Common
Stock” means Sunoco, Inc. common stock.
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(6)
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“Company” means Sunoco, Inc., a
Pennsylvania corporation.
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(7)
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“Outside
Director” means any member of the Company’s Board of
Directors who is not also a principal officer of the
Company.
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(8)
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“Participant” means each Outside
Director to whom an award of Common Stock is granted under this
Plan upon his or her election or reelection to the
Board.
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(9)
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“Plan” means this Sunoco, Inc.
Retainer Stock Plan for Outside Directors, as it may be amended
from time to time.
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(10)
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“Restricted” means stock may not be
sold or transferred for a period of one year from the date of
issuance.
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ARTICLE IV
Administration
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(1)
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The Board shall
administer this Plan. The Chairman shall have responsibility to
conclusively interpret the provisions of this Plan and decide all
questions of fact arising in its application and such
determinations shall be final and binding on the Company and the
Outside Director.
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(2)
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Determinations
made with respect to any individual under this Plan shall be made
without the participation of such individual.
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(3)
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This Plan and
all action taken under it shall be governed, as to construction and
administration, by the laws of the Commonwealth of
Pennsylvania.
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ARTICLE V
Eligibility and
Awards
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(1)
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Eligibility . Each Outside Director shall participate in
this Plan.
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(2)
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Grant of
Awards . Commencing with
the 2005 Annual Meeting, each Participant shall be granted an Award
of a number of shares of Common Stock (rounded up to the nearest
five whole shares), the market value of which shall equal Forty
Thousand Dollars ($40,000). For the purposes of determining such
market value, the closing price of Common Stock on the New York
Stock Exchange on the fifth business day prior to the applicable
Annual Meeting shall be used.
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(a)
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Notwithstanding
the above subsection, the number of shares of Common Stock to be
awarded to each Participant shall be limited to an amount the fair
market val
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