EXHIBIT 4
SUNCOR ENERGY INC.
KEY CONTRIBUTOR STOCK OPTION PLAN
September 21, 2004
KEY CONTRIBUTOR SHARE OPTION PLAN
When used herein, the following terms shall have the following meanings:
1
.1
“
Associated Company
” - means
any subsidiary of the Company.
1.2
“
Award
” - means an award
granted or permitted to be granted under this Plan as contemplated by paragraph
2.5 of this Plan.
1.3
“
Award Agreement
” - means a
signed written agreement evidencing the terms and conditions upon which an
Award may be granted under this Plan, or a certificate issued by the Company,
in such form as may be approved by the Board or Committee from time to time,
which evidences the grant of an Award.
1.4
“
Board
” - means the Board of
Directors of the Company.
1.5
“
Change of Control
” - a
transaction or series of transactions whereby any person or combination of
persons beneficially owns, directly or indirectly, or exercises control or
direction over, 35% or more of the outstanding voting securities of the Company
or any person (a “Successor”) formed by the merger, amalgamation, consolidation
or statutory arrangement of the Company with or into any other person. For the purposes of this definition, “person”
includes an individual, partnership, association, organization, government or
governmental body, body corporate or other entity.
1.6
“
Change of Control Transaction
”
- means, for the purposes of determining a Participant’s entitlement in respect
of any outstanding Limited Appreciation Rights (“LARs”), a transaction in which
there is a Change of Control on a basis which generally provides common
shareholders of the Company with an opportunity to realize an equivalent amount
per share in respect of a proportionate share of the holdings of Shares. In the event that there is any question as to
whether a change of control transaction has occurred in any circumstances, the
Board shall determine the matter and any such determination of the Board shall
be final and conclusive for the purposes of the Plan.
1.7
“
Committee
” - means a
committee of the members of the Board.
1.8
“Company”
- means Suncor Energy Inc.
1.9
“
Disability Benefits
” - means
benefits other than normal sick leave payments from payroll to which a
Participant becomes entitled under a disability program of the Company or an
Associated Company.
1.9
“
Exercise Notice”
- means a
notice in writing signed by the Participant stating the Participant’s intention
to exercise a particular Option, SAR, LAR or other Award.
1.11
“Exercise Price”
- means the price at which a Share
of the Company may be purchased pursuant to the exercise of an Option or SAR.
1.12
“Exercise Term
” - means the period of time during
which Options, SARs, LARs or other Awards may be exercised.
1.13
“Insider”
– has the meaning as defined in the
Securities Act
(Alberta).
1.14
“Limited Appreciation Right” or LAR”
- has the meaning
attributed thereto by paragraph 4.1 and Appendix “B” to this Plan.
1.15
“Market Value”
- means, where used in relation to
a Share or an aggregate number of Shares on any relevant date the value
represented by the simple average of the high and low prices at which Shares
were traded in one or more board lots on The Toronto Stock Exchange on the day
prior to the relevant date or, if the Shares were not so traded on that day,
the value represented by the simple average of the high and low prices at which
the Shares were traded in one or more board lots on The Toronto Stock Exchange
on the first day prior to the relevant date on which Shares were so traded.
1.16
“Option”
- means an Award that may be granted to a
Participant allowing the Participant to purchase Shares of the Company at a set
price for a future period which does not exceed 10 years.
1.17
“Other Share-Based Awards”
- has the meaning attributed
thereto by paragraph 5.1.
1.18
“
Participants
” - means key
contributors of the Company or one of its Associated Companies, excluding any
Insiders of the Company, whose selection to receive a grant of Options is
approved by the Board, and the Chairman of the Board of the Company, regardless
of whether he or she serves in such capacity on a full or part-time basis.
1.19
“Performance Account”
- means a bookkeeping account
maintained by the Company in the name of each Participant showing the number of
Performance Units to which such a Participant may become entitled to in
accordance with the Plan.
1.20
“Performance Period”
- means the period of time during
which a Participant’s performance is measured against the performance targets
set for such Participant.
1.21
“Performance Share”
- means a fully paid and
non-assessable common share in the capital stock of the Company which is issued
to a Participant in accordance with the terms and conditions contained in
Appendix “A” of this Plan.
1.22
“Performance Unit”
- means the right of a Participant,
pursuant to the terms and conditions of Appendix “A” of this Plan, to receive
one Performance Share in the manner and subject to the restrictions set forth
in this Plan.
1.23
“Plan”
- means the Suncor Energy Inc. Key Contributor
Share Option Plan, including all appendices thereto.
1.24
“
Retirement
” - means a
Participant’s termination of employment on a date on which such employee would
be eligible for an immediately payable benefit pursuant to the terms of the
Suncor Pension Plan (“SPP”), assuming such employee is eligible to participate
in the SPP.
1.25
“Settlement Day”
- means the third Trading Day
following the date of exercise in respect of any particular exercise of an
Option.
1.26
“
Shares
” - means the common
shares of the Company.
1.27
“Share Appreciation Right” or “SAR”
- has the meaning attributed
thereto by paragraph 3.5.
1.28
“Trading Day”
- means a day on which The Toronto
Stock Exchange is open for trading in securities.
2
2.1
Purpose
The principal purpose of this Plan is to
provide key contributing employees of the Company and its Associated Companies
with an opportunity to receive a variety of different forms of compensation
awards. The Plan is designed to be flexible in order to provide recipients of
Awards hereunder with incentives for continued improved performance thereby
promoting the long term financial success of the Company and materially
increasing shareholder value by: (i) attracting and retaining individuals
of exceptional ability, (ii) strengthening the Company’s capability to
develop, maintain and direct a competent management team, (iii) motivating
key contributing employees, by means of performance related incentives, to
achieve long-range performance goals, (iv) providing incentive
compensation opportunities competitive with those of other major oil and gas companies
and (v) enabling individuals who receive Awards hereunder to participate
in the long-term growth and financial success of the Company.
2.2
Administration
(a)
The Plan shall be administered by
the Board.
(b)
The Board shall have the sole and
complete authority (i) to approve the selection of Participants, (ii) to
make Awards in such forms and amounts as it shall determine, (iii) to
impose such limitations, restrictions, and conditions upon such Awards as it
shall deem appropriate, (iv) to interpret the Plan and to adopt, amend and
rescind administrative guidelines and other rules and regulations relating
to the Plan and (v) to make all other determinations and take all other
actions necessary or advisable for the implementation and administration of the
Plan. The Board’s determinations and
actions within its authority under the Plan shall be conclusive and binding
upon the Company and all other persons.
(c)
To the extent permitted by law, the
Board may from time to time delegate to a Committee or, where appropriate, to
the Chief Executive Officer of the Company (the “CEO”) all or any of the powers
conferred on the Board under the Plan, with the authority of the Committee or
CEO, as applicable, to further delegate such powers from time to time to the
Senior Vice President, Human Resources and Communications of the Corporation
(the “Designated Person”). In such
event, the Committee, CEO or Designated Person shall exercise the delegated
powers in the manner and on the terms authorized by the Board, and all
references herein to the Board or to the Committee shall include the Board, the
Committee, the CEO or Designated Person, as applicable. Any decision made or action taken by the
Board, the Committee, the CEO or Designated Person arising out of or in connection
with the administration or interpretation of the Plan in this context shall be
final and conclusive.
2.3
Interpretation
(a)
Whenever the Board or, where
permitted, the Committee the CEO or Designated Person is to exercise discretion
in the administration of terms and conditions of this Plan, the term “discretion”
shall mean the “sole and absolute discretion” of the Board, the Committee, the
CEO or Designated Person, as the case may be.
(b)
Whenever an Award may be granted
pursuant to the terms and conditions of this Plan, or Appendix “A” or Appendix “B”
hereto, the Committee, CEO or Designated Person may make recommendations for
the Board’s consideration with respect to the granting of such Awards.
(c)
For
the purposes of this Plan, a
Participant shall be deemed to have ceased to be an employee of the Company,
and the Participant’s employment with the Company shall be deemed to be
terminated (i), in the case of resignation, Retirement or termination of a
Participant’s employment by the Company, whether or not for cause and with or
without reasonable or any notice, on the
date the Participant or the Company, as applicable, delivers notice of
resignation, Retirement or
3
termination
to the other, or such date thereafter, if any, as the Participant and Company
agree in writing shall be the effective date of resignation, Retirement or termination,
as applicable, for incentive plan purposes, and (ii) in the case of a
Participant’s death, on the date of the Participant’s death.
2.4
Selection for
Participation
Participants shall be selected from those
key contributing employees, excluding Insiders of the Company, who have the
capacity to contribute to the success of the Company and its Associated Companies. In approving this selection, the Board or
Committee shall consider such factors as it deems relevant subject to the
provisions of this Plan.
2.5
Types of Awards
under the Plan
Awards granted under this Plan may be in
the form of any one or more of the following:
(i) Options, (ii) Share Appreciation Rights (either in
conjunction with Options or standing alone) (“SARs”), (iii) shares of the
Company including, without limitation, common shares of the Company, (iv) Limited
Appreciation Rights (in conjunction with Options) (“LARs”), as described in
Appendix “B”, and (v) other share-based awards not inconsistent with the
terms of the Plan, including Performance Units and Performance Shares as
described in Appendix “A”.
2.6
Shares Subject to
the Plan
(a)
The Shares which may be the subject
of Awards under this Plan shall be those Shares which the Board from time to
time shall at its discretion have reserved and approved for issuance under the
Plan. The aggregate number of Shares which may be issued under the Plan or
reserved for issuance upon the exercise of Options, SARs or other Awards made
under, or otherwise governed by, the Plan, shall not exceed 5,200,000
Shares. In addition, the aggregate
number of Shares which may be reserved for issuance under the Plan and under
any other employee stock option plans, options for services and employee stock
purchase plans of the Company must not exceed 10% of the issued and outstanding
Shares of the Company (on a non-diluted basis) and the aggregate number of Shares
reserved for issuance under the Plan and any other employee stock option plans,
options for services and employee stock purchase plans of the Company to any
one person must not exceed 5% of the issued and outstanding Shares (on a
non-diluted basis).
(b)
Subject to stock exchange approval
where required, the Board may, in its discretion, decide to award shares of
another authorized class or series of shares of the Company that are
convertible into Shares or make such other shares subject to purchase under an
Option, in which event the maximum number of Shares into which such other
shares may be converted shall be used in applying the aggregate share limit
under this paragraph 2.6 and all provisions of the Plan relating to Shares
shall apply with full force and effect with respect to such convertible
shares. If, for any reason, any Shares
awarded or subject to purchase by exercising Options under the Plan are not
delivered or are reacquired by the Company, for reasons including, but not
limited to, a forfeiture of Shares or termination, expiration or cancellation
(with the consent of the Participant) of an Option, SAR or other Award, such
Shares shall again become available for award under the Plan.
4
2.7
Award Agreements
All grants of Awards under this Plan
referred to in paragraph 2.5 shall be evidenced by an Award Agreement. Such Award Agreement shall be subject to the
applicable provisions of the Plan and shall contain such provisions as are
required by this Plan and any other provisions which the Board, the Committee,
CEO or Designated Person may direct. Any proper officer of the Company is
authorized and empowered to execute on behalf of the Company and deliver any
Award Agreement to the Participants from time to time designated by the
Board. Award Agreements may be executed
by original or facsimile signature.
2.8
Loans to
Participants
The Board in its discretion may provide
Participants with low interest or interest free loans to finance the purchase
of Shares pursuant to Awards made under the Plan.
2.9
Non-transferability
Subject to paragraph 3.7 relating to
Options and SARs and the provisions of Appendix “B” to this Plan relating to
LARs, any Options, SARs, LARs or other Awards granted under the Plan may only
be exercised during the lifetime of the Participant by such Participant
personally and no assignment or transfer of Options, SARs, LARs or other
Awards, whether voluntary, involuntary, by operation of law or otherwise, shall
vest any interest or right in such Options, SARs, LARs, or other Awards
whatsoever in any assignee or transferee, but immediately upon any assignment
or transfer, or any attempt to make the same, such Options, SARs, LARs, or
other Awards shall terminate and be of no further effect.
3.1
Award of Options
and SARs
The Board may, from time to time, subject
to the provisions of the Plan and such other terms and conditions as the Board
may prescribe, award Options or SARs (either in conjunction with Options or
standing alone) to any Participant.
3.2
Exercise Term
(a)
The maximum term during which
Options and SARs may be exercised shall be determined by the Board, but in no
event shall the Exercise Term of an Option or SAR exceed ten (10) years
from the date of its grant.
(b)
Subject to paragraph 3.2(a), the
provisions of this Plan and any Award Agreement, Options and SARs may be
exercised by means of giving an Exercise Notice addressed to the Company. Where Options or SARs are exercised, they
shall be deemed to have been exercised on the date that the Exercise Notice in
respect of such Options or SARs is received by the Treasurer or Secretary
respectively, of the Company at the Company’s head office.
3.3
Exercise Price
The Exercise Price of any Option to
purchase Shares must not be less than the Market Value of a Share determined on
the date of the granting of the Option.
5
3.4
Payment of
Exercise Price
The Exercise Price shall be fully paid in
cash on or before the Settlement Day. No
shares shall be issued or transferred until full cash payment has been received
therefor. As soon as practicable after
receipt of any Exercise Notice and full payment, the Company shall deliver to
the eligible Participant, a certificate or certificates representing the
acquired Shares.
3.5
Share Appreciation
Rights
The Board may grant SARs either alone or in
conjunction with the granting of an Option.
Where SARs are granted on a stand alone basis, the SARs shall, subject
to paragraph 3.6, entitle the Participant to receive, upon the exercise of the
SARs, Shares having an aggregate Market Value equal to the number of SARs
exercised, multiplied by the excess of the Market Value of a Share determined
on the date of exercise of the SARs over the Market Value of a Share determined
on the date of grant of the SARs. Where
SARs are granted in conjunction with Options, the SARs shall entitle, subject
to paragraph 3.6, the Participant to receive, upon the exercise of the SARs,
Shares having an aggregate Market Value equal to the number of SARs exercised,
multiplied by the excess of the Market Value of a Share determined on the date
of exercise of the SARs over the Exercise Price of the related Options. At the time of the grant of any SAR to a
Participant in conjunction with an Option, the Board shall in its discretion
determine whether the exercise or expiry of such SAR or Option shall result in
the cancellation of the related Option or SAR, as the case may be.
3.6
Payment of Cash on
Exercise of SARs
At the time of the grant of any SAR to a
Participant in accordance with paragraph 3.5, the Board may, in its discretion,
provide that, upon the exercise of such SAR, either of the following shall be applicable:
(i)
the Participant shall only be
entitled to receive a cash payment from the Company; or
(ii)
the Participant may, by indicating
in the Exercise Notice filed by the Participant at the time of exercise, elect
to receive a cash payment from the Company in lieu of any Shares which such
Participant would be otherwise entitled to receive upon exercise of such SARs;
and in each case the cash payment shall be
equal to the aggregate Market Value of the Shares which such Participant would
otherwise have been entitled to receive in accordance with paragraph 3.5, upon
the exercise of the SAR if the SAR had been exercised for Shares. The payment of cash to a Participant on the
exercise of SARs pursuant to this paragraph shall be net of any applicable withholding
taxes.
3.7
Death or
Entitlement to Disability Benefits of Participant
If a Participant dies or becomes entitled to Disability Benefits while
an employee of, or during Retirement from, the Company or any Associated
Company but prior to the expiration of the Option or SAR, the executor or
administrator of the Participant’s estate or the disabled Participant shall
have the right to exercise the Option or SAR to the extent that the Option or
SAR was exercisable at the date of such death or entitlement to Disability
Benefits and the right to exercise the Option or SAR shall terminate upon the
earlier of: (a) the expiration of twelve (12) months from the date of the
Participant’s death or entitlement to Disability Benefits; or (b) the
expiration of the Exercise Term of the particular Option or SAR. Any Options or SARs held by the Participant
which were not exercisable at the date of death or entitlement to Disability
Benefits shall immediately terminate.
6
3.8
Retirement of
Participant
If a Participant’s employment with the
Company or any Associated Company is terminated by reason of Retirement, all
Options or SARs held by the Participant shall become exercisable on the
effective date of Retirement. The right
to exercise any such Options or SARs held by the Participant shall terminate
upon the earlier of: (i) a period
of thirty-six (36) months from the effective date of Retirement and (ii) the
expiration of the Exercise Term of the particular Option or SAR.
3.9
Termination for
Cause
Where a Participant’s employment with the
Company or any Associated Company is terminated for cause, any Options or SARs
held by the Participant which are exercisable at the date of such termination
for cause shall continue to be exercisable by the Participant until the earlier
of: (i) six (6) months from
the date of such termination for cause; and (ii) the expiration of the
Exercise Term of the particular Option or SAR.
Any Options or SARs held by the Participant which are not exercisable at
the date of such termination of employment shall immediately terminate.
3.10
Other Involuntary
Termination of Employment
Where a Participant’s employment with the
Company or any Associated Company is terminated by the Company or any
Associated Company for any reason other than cause, any Options or SARs held by
the Participant which are exercisable at the date of such involuntary
termination of employment shall continue to be exercisable by the Participant
until the earlier of: (i) six (6) months
from the date of such involuntary termination; and (ii) the expiration of
the Exercise Term of the particular Option or SAR. Any Options or SAR’s held by the Participant
which are not exercisable at the date of such termination of employment shall
immediately terminate.
3.11
Voluntary
Termination of Employment
Where a Participant voluntarily resigns his
or her employment with the Company or any Associated Company, other than by
means of Retirement, any Options or SARs held by the Participant which are
exercisable at the date of such voluntary termination of employment shall
continue to be exercisable by the Participant until the earlier of: (i) six (6) months from the date of
such voluntary termination; and (ii) the expiration of the Exercise Term
of the particular Option or SAR. Any
Options or SARs held by the Participant which are not exercisable at the date
of such termination of employment shall immediately terminate.
3.12
Discretion to
Permit Exercise
Notwithstanding the provisions in
paragraphs 3.7 to 3.11 inclusive, the Board may, in its discretion, at any time
prior to or following the events contemplated in such paragraphs, permit the
exercise of any or all Options or SARs held by the Participant in the manner
and on the terms authorized by the Board.
However, in no case shall the Board authorize the exercise of an Option
or SAR pursuant to this paragraph beyond the expiration of the Exercise Term of
the particular Option or SAR.
4.1
Award of LARs
Subject to the provisions of this Plan,
including, without limitation, Appendix “B” hereto and such other terms and
conditions as the Board may prescribe, the Board may award LARs to any
Participant. The specific terms and
conditions governing awards of LARs are set forth in Appendix “B” to this Plan.
7
5.1
Other Share-Based
Awards under the Plan
Subject to the provisions of this Plan and
such other terms and conditions as the Board may prescribe, the Board may Award
to any Participant other share-based awards, including, without limitation,
bonus Shares, Performance Units and Performance Shares as described in Appendix
“A” and such other awards involving the issuance or possible issuance of Shares
as the Board may consider appropriate from time to time (collectively the “Other
Share-Based Awards”).
5.2
Consideration for
Other Share-Based Awards
Subject to Appendix “A” and the provisions
of the Plan, the Board may determine the consideration which shall be paid or
given for Shares acquired pursuant to the Other Share-Based Awards. Such
consideration may consist entirely of previous services given to the Company or
its Associated Companies by the Participant.
5.3
Payment of
Consideration
Subject to the provisions of this Plan, the
consideration for any other Share-Based Awards granted pursuant to the Plan
shall be fully paid in cash or past services by the Participant at the time of
the grant. No Shares shall be issued or
transferred until full cash or past service payment has been received
therefor. As soon as practicable, after
the receipt of any full payment, the Company shall deliver to the Participant,
a certificate or certificates representing the acquired Shares.
6.1
Awards to Other
Employees
Notwithstanding the provisions of this Plan
or the Appendices hereto, the Board may, in its discretion, grant Options and
Other Share Based Awards provided for in this Plan from time to time to
employees of the Company or an Associated Company who are not otherwise
Participants in the Plan, all on such terms and conditions as the Board may
prescribe at the time of such Award, except that, in no circumstances shall
Individuals who are Insiders of the Company at such time, be awarded Options or
Other Share Based Awards pursuant to this Plan.
7.1
General
The existence of any Awards shall not
affect in any way the right or power of the Company or its shareholders to make
or authorize any adjustment, recapitalization, reorganization or any other
change in the Company’s capital structure or its business, or any amalgamation,
combination, merger or consolidation involving the Company or to create or
issue any bonds, debentures, shares or other securities of the Company or the
rights and conditions attaching thereto or to effect the dissolution or
liquidation of the Company or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of
similar character or otherwise.
8
7.2
Reorganization of
Company’s Capital
Should the Company effect a subdivision or consolidation of Shares or any
similar capital reorganization or a payment of a stock dividend (other than a
stock dividend which is in lieu of a cash dividend), or should any other change
be made in the capitalization of the Company which, in the opinion of the
Board, would warrant the replacement of any existing Awards in order to adjust (i) the
number of Shares which may be acquired on the exercise of any outstanding
Awards, (ii) the Exercise Price of any outstanding Awards, or (iii) the
number of SARs and/or LARs held by Participants, in order to preserve
proportionately the rights and obligations of Participants, the Board shall
authorize such steps to be taken as may be equitable and appropriate to that
end. Notwithstanding anything hereinabove,
a decision of the Board in respect of any and all matters falling within the
scope of this paragraph or paragraph 7.3 shall be final and without recourse on
the part of any Participant and his or her heirs or legal representatives.
7.3
Other Events
Affecting the Company
In the event of an amalgamation,
combination, merger or other reorganization involving the Company, by exchange
of Shares, by sale or lease of assets, or otherwise, which in the opinion of
the Board warrants the replacement of any existing Awards in order to adjust (i) the
number of Shares which may be acquired on the exercise of any outstanding
Awards, (ii) the Exercise Price of any outstanding Awards, or (iii) the
number of SARs and/or LARs held by Participants, in order to preserve
proportionately the rights and obligations of Participants, the Board shall
authorize such steps to be taken as may be equitable and appropriate to that
end.
7.4
Immediate Exercise
of Awards
Where the Board determines that the steps provided for in paragraphs 7.2
and 7.3 would not preserve proportionately the rights and obligations of
Participants in the circumstances or otherwise determines that it is
appropriate, the Board may permit the immediate exercise of any outstanding
Awards which are not otherwise exercisable.
In addition, if a Change of Control should
occur at any time, any Award that is not by its terms then exercisable shall be
deemed to have become exercisable immediately prior to such Change of Control.
7.5
Issue by Company
of Additional Shares
Except as expressly provided in this Article VII,
the issue by the Company of shares of any class, or securities convertible into
shares of any class, for money, services or property either upon direct sale or
upon the exercise of rights or warrants to subscribe therefor, or upon conversion
of Shares or obligations of the Company convertible into such shares or
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to (i) the number of Shares which may be acquired on the
exercise of any outstanding Awards, (ii) the Exercise Price of any
outstanding Awards, or (iii) the number of SARs and/or LARs held by
Participants.
8.1
Legal Requirement
The Company shall not be obligated to grant
any Awards, issue any Shares or other securities, make any payments or take any
other action if, in the opinion of the Board exercising its discretion, such
action would constitute a violation by a Participant or the Company of any
provision of any applicable valid statutory or regulatory enactment of any
government or government agency.
9
8.2
Rights of
Participant
No Participant shall have any claim or
right to be granted an Option, SAR, LAR or any other Award (including, without
limitation, an Award in substitution for any Option, SAR, LAR or other Award
that has expired pursuant to the terms of the Plan), and the granting of any
Option, SAR, LAR or other Award shall not be construed as giving a Participant
a right to remain in the employ of the Company.
No Participant shall have any rights as a shareholder of the Company in
respect of Shares issuable on the exercise of rights to acquire Shares under
any Award until the allotment and issuance to the Participant of certificates
representing such Shares.
8.3
Amendment or
Discontinuance
Subject to receipt of any necessary
regulatory or other approval, the Board may, at any time or from time to time,
amend, suspend or terminate the Plan or any provisions thereof in such respects
as it, in its discretion, may determine appropriate provided, however, that no
amendment, suspension or termination of the Plan shall, without the consent of
any Participant or the representatives of his or her estate, as applicable,
alter or impair any rights or obligations arising from any Award previously
granted to a Participant under the Plan.
8.4
Indemnification
Every Director shall at all times be
indemnified and saved harmless by the Company from and against all costs,
charges and expenses whatsoever including any income tax liability arising from
any such indemnification, which such Director may sustain or incur by reason of
any action, suit or proceeding, proceeded or threatened against the Director,
otherwise than by the Company, for or in respect of any act done or omitted by
the Director in respect of the Plan, such costs, charges and expenses to
include any amount paid to settle such action, suit or proceeding or in
satisfaction of any judgement rendered therein.
8.5
Effective Dates
This Plan shall become effective on September 21,
2004.
8.6
Governing Law
This Plan is created under and shall be
governed, construed and administered in accordance with the laws of the
Province of Alberta and the laws of Canada as applicable therein.
10
1
.
Award of Performance Units
:
The Board may, from time to time, subject to the terms and conditions of
the Plan, award to any Participant any number of Performance Units.
2
.
Establishment of Performance
Accounts
: At the time of award, the Board or Committee
shall establish a Performance Account for each Participant. Performance Units awarded to a Participant
shall be credited to the Participant’s Performance Account. At no time shall fractional Performance Units
be awarded to, or earned by, a Participant.
3
.
Performance Period and Targets
:
(a)
The Performance Period for
determination of entitlement to the Performance Units awarded to a Participant
shall be of such duration as the Board shall establish at the time of
award. There may be more than one award
of Performance Units credited to a Participant at any one time, and Performance
Periods may differ.
(b)
At the time of each award of
Performance Units, the Board shall establish optimal and minimum performance
targets to be achieved by the Participant within the Performance Period. The factors to be considered in establishing
such performance targets shall be determined by the Board using such measures
of the performance of the Company over the Performance Period as the Board in
its discretion shall approve.
(c)
Attainment of the optimal
performance target in respect of a Performance Period shall earn the
Participant 100% of the awarded Performance Units. Failure to meet the minimum performance
target will earn no Performance Units.
(d)
Should the Participant exceed the
optimal performance target, the Board may in its discretion determine that a
Participant has earned in excess of 100% of the awarded Performance Units.
(e)
If the Participant equals or exceeds
the minimum performance target but does not achieve the optimal performance
target then the Board in its discretion may determine that a Participant has
earned such percentage of the awarded Performance Units as the Board sees fit
in the circumstances.
(f)
Any unearned Performance Units which
remain in a Participant’s Performance Account after the determinations in
subparagraphs 3(d) and (e) shall be deleted from the Performance
Account by the Company.
4
.
Rights and Benefits During
Performance Period
:
(a)
Under no circumstances shall
Performance Units be considered Shares, nor shall Performance Units entitle any
Participant to the exercise of voting rights, the receipt of dividends or the
exercise of any other rights attaching to the ownership of Shares in the
Company.
(b)
In no event may the rights or
interest of a Participant under the Plan be assigned, encumbered or transferred
until such time as a Performance Share is issued in accordance with Paragraph 5
except to the extent that rights may pass to the Participant’s estate upon the
death of the Participant pursuant to the terms of this Plan.
5
.
Forms of Payment
:
(a)
Payment in respect of Performance
Units earned by a Participant pursuant to paragraph 3 shall be made in the form
of Performance Shares issued to the Participant or to the Participant’s order
as soon as practicable thereafter.
(b)
The number of Performance Shares to
be issued shall be equal to the whole number of Performance Units which the
Participant has earned in relation to his or her performance targets. Where, under subparagraphs 3(d) or (e),
the determination of the number of Performance Units earned would result in the
issue of a fractional Performance Share, the number of Performance Units earned
shall be rounded down to the next whole number of Performance Units. No fractional Performance Shares shall be
issued nor shall cash be paid at any time in lieu of any such fractional
interest. Any earned fractional
Performance Unit which, together with other earned fractional interests, form a
whole Performance Unit, shall be issued as a whole Performance Share as part of
the balance of the Performance Shares to be issued under this paragraph. Any earned fractional Performance Units
remaining in a Participant’s Performance Account shall be deleted by the
Company after the issuance of Performance Shares pursuant to this paragraph.
(c)
Performance Shares issued under the
Plan shall be considered fully paid in consideration of past service that is no
less in value than the fair equivalent of the money the Company would have
received if the Shares had been issued for money.
(d)
Any obligation of the Company to
issue Performance Shares in accordance with the terms of this Plan is subject
to compliance with the laws, rules, and regulations of all public agencies and
authorities applicable to the issuance and distribution of such Shares and to
the listing of such Shares on any stock exchange on which any of the Shares of
the Company may be listed. Each Participant
will agree, as a condition to becoming entitled to receive Performance Shares
under this Plan, to comply with all such laws, rules and regulations and
to furnish the Company with all information and undertakings as may be required
to permit compliance with such laws, rules and regulations.
6
.
Significant Events
:
If, during the course of the Performance Period, there shall occur a
significant event or events as determined by the Board, including, but not
limited to, a reorganization of the Company, which the Board expects will have
or believes has had a substantial effect on the attainment of the performance
targets during such period, the Board or Committee may revise such targets
accordingly.
7
.
Termination of Employment
:
In the event the Participant ceases to be an employee of the Company or
an Associated Company before the end of any Performance Period, upon his or her
death, Retirement or entitlement to Disability Benefits which occurs before the
end of any Performance Period, the Board, taking into consideration the
performance of such Participant and the performance of the Company over the
Performance Period, may authorize payment of all or a portion of the
Performance Award to such Participant (or such Participant’s estate) which
would have been paid to the Participant had such Participant continued as an
employee to the end of the Performance Period and attained at least the minimum
performance target. In the event a
Participant ceases to be an employee of the Company or an Associated Company
for any other reason including without limitation termination of employment by
the Participant, or by the Company or Associated Company with or without just
cause, all Performance Units awarded
shall be forfeited as of the date of such termination of employment.
8
.
Miscellaneous
:
The Board may adopt and apply rules that, in its opinion, will
ensure that the Company and its Associated Companies will be able to comply
with the applicable provisions of any federal, provincial or local law relating
to the withholding of tax, including on the amount, if any, includable in the
income of a Participant.
2
1
.
Purpose
: The purpose of the award of a Limited Appreciation
Right (“LAR”) is to provide Participants with incentive to maximize the value
of the Shares during a period when the Company is subject to a Change of
Control Transaction. In particular, the
award of a LAR will provide designated Participants with the opportunity to
realize the value inherent in their holdings of Options as a result of a Change
in Control Transaction without having to exercise their Options.
2
.
Granting of LARs
:
(a)
A LAR may be granted to Participants
at any time and from time to time in the discretion of the Board.
(b)
A LAR granted to a Participant shall
confer upon such Participant a collateral right and entitlement in respect of
each and every oustanding Option (a “Related Option”) held by the Participant
during the period from the date of grant of the LAR to the date upon which the
LAR expires or is otherwise cancelled or terminated, regardless of whether the
Related Option is granted before, concurrently with, or after the date of grant
of the LAR
3
.
Entitlement Upon Exercise of a LAR
: A LAR represents the right of the
holder thereof, exercisable upon completion of a Change of Control Transaction,
to receive a cash payment from the Company upon surrender of the Related Option
equal to the amount, if any, by which:
(a)
the greater of:
(i)
the highest price per Share paid by
a person acquiring Shares in the Change of Control Transaction, and
(ii)
the highest “Daily Trading Price” of
the Shares on The Toronto Stock Exchange during the 60 day period preceding the
date of the Change of Control Transaction where “Daily Trading Price” means the
average of the high and low board lot trading prices of the Shares on any
particular day;
exceeds
(b)
the Exercise Price of the Related
Option.
4
.
Manner of Exercise of LARs
:
Subject to the provisions hereof and any Award Agreement, a LAR attached
to and forming part of any Related Option may be exercised by means of giving
an Exercise Notice addressed to the Company specifying the Related Options in
respect of which the LAR is exercised.
The exercise of any LAR must be accompanied by the surrender of the
Related Option which will thereupon be cancelled.
5
.
Exercise Term; Expiry and
Cancellation of LARs
: Subject to paragraph 6 below, a LAR granted
to a Participant pursuant to the terms of the Plan will be exercisable upon
completion of a Change of Control Transaction, provided that the Related Option
is, by its terms, then exercisable, and will expire and be cancelled upon the
earlier of (i) the exercise of the Related Option by a Participant (ii) the
expiry of the Exercise Term of the Related Option; (iii)the expiry date of the
LAR as designated by the Board at the date of grant thereof; and (iv) the
grant to the Participant of a new LAR on substantially the same terms as any
existing LAR but with a later stated expiry date.
6
.
Other Events Affecting Exercise of
LARs
: All LARs
granted to Participants pursuant to the terms of the Plan shall terminate and
be of no further effect immediately upon the occurrence of any of the following
events:
(a)
the Death or entitlement to
Disability Benefits of the Participant;
(b)
the Retirement of the Participant;
(c)
the termination of the Participant’s
employment with the Company, whether with or
without cause and
whether with or without any or reasonable notice;
(d)
the voluntary termination of his/her
employment with the Company by a Participant.
Notwithstanding the foregoing provisions of this paragraph, upon the
occurrence of any of the foregoing events at a time when a LAR is exercisable
due to the completion of a Change of Control Transaction, the LAR shall
continue to be exercisable for six months following the effective date of the
Change of Control Transaction or until such earlier date as they are cancelled
pursuant to paragraph 5; and provided further that the Board, in its
discretion, may permit the exercise of any or all LARs held by a Participant in
the manner and on the terms authorized by the Boar
2
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(a)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the Company’s
Key Contributor Stock Option Plan, under the Securities Act of 1933, as amended
(the “Securities Act”);
(b)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(c)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28
th
day of April, 2005.
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“MEL E. BENSON”
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Name:
|
MEL E. BENSON
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(d)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(e)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(f)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“BRIAN A.
CANFIELD”
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Name:
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BRIAN A.
CANFIELD
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(g)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(h)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(i)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“BRYAN P. DAVIES”
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Name:
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BRYAN P. DAVIES
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(j)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(k)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(l)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules, regulations
and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“BRIAN A.
FELESKY”
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Name:
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BRIAN A. FELESKY
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(m)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(n)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(o)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“JOHN T.
FERGUSON”
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Name:
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JOHN T. FERGUSON
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(p)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(q)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock Option
Plan Registration Statement;
(r)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“W. DOUGLAS FORD”
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Name:
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W. DOUGLAS FORD
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(s)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(t)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(u)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“RICHARD L.
GEORGE”
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Name:
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RICHARD L.
GEORGE
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(v)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(w)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(x)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“JOHN R. HUFF”
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Name:
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JOHN R. HUFF
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(y)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(z)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(aa)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“ROBERT W.
KORTHALS”
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Name:
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ROBERT W.
KORTHALS
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as her true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for her and in her name, place and stead, in any and all
capacities, to execute and deliver in her name and on her behalf:
(bb)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(cc)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(dd)
any and
all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“M. ANN McCAIG”
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Name:
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M. ANN McCAIG
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(ee)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(ff)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(gg)
any and
all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of
any state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
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“MICHAEL W. O’BRIEN”
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Name:
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MICHAEL W. O’BRIEN
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POWER OF ATTORNEY
The undersigned, a director of Suncor Energy Inc. (the
“Company”), does hereby constitute and appoint each of Terrence J. Hopwood and
Janice B. Odegaard, jointly and severally, as his true and lawful
attorney-in-fact and agent, each acting alone, with full power of substitution
and resubstitution, for his and in his name, place and stead, in any and all
capacities, to execute and deliver in his name and on his behalf:
(hh)
a
Registration Statement on Form S-8 (the “Key Contributor Stock Option Plan
Registration Statement”) to be filed with the U.S. Securities and Exchange
Commission (the “Commission”) for the purpose of registering additional common
shares of the Company (the “Securities”) which may be issued pursuant to the
Company’s Key Contributor Stock Option Plan, under the Securities Act of 1933,
as amended (the “Securities Act”);
(ii)
any
and all supplements and amendments (including, without limitation, any
pre-effective and post-effective amendments) to the Key Contributor Stock
Option Plan Registration Statement;
(jj)
any
and all other documents and instruments in connection with the issuance of the
Securities, which such attorney-in-fact and agent deems necessary or advisable
to enable the Company to comply with (i) the Securities Act and the other
federal securities laws of the United States of America and the rules,
regulations and requirements of the Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any
state or other governmental subdivision of the United States of America, (iii) any
national securities exchange, and (iv) the securities laws of Canada and
any other foreign jurisdiction;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this power of attorney this 28th day of April, 2005.
