As filed with the Securities and Exchange Commission on March 4, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNCOR ENERGY INC.
(Exact name of registrant as specified in its charter)
Canada |
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93-0343201 |
(State or other jurisdiction |
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(I.R.S. Employer |
of organization) |
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Identification No.) |
112-4 th Avenue S.W.
(Address of principal executive offices)
SUNCOR ENERGY INC.
(Full title of the Plan)
CT Corporation System
111-8 th Avenue
New York, New York 10011
(Name and address of agent for service)
(212) 894-8700
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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x |
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Accelerated filer |
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o |
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Non-accelerated filer |
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o |
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Smaller reporting company |
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o |
Title of
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Amount to be
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Proposed
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Proposed Maximum
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Amount of
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Common Shares |
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491,437 |
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U.S.$95.13 (2) |
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U.S.$46,750,402 (2) |
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U.S.$1,837.29 |
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Common Shares |
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508,563 |
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U.S.$105.46 (3) |
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U.S.$53,633,054 (3) |
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U.S.$2,107.78 |
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(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement covers, in addition to the number of Common Shares stated above, such additional Common Shares to be offered or issued to prevent dilution as a result of future stock dividends or stock splits. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Suncor Energy Inc. SunShare 2012 Performance Share Option Plan.
(2) Pursuant to paragraph (h) of Rule 457 under the Securities Act of 1933, the proposed maximum offering price per share is based on the average weighted offering price of Common Shares to be issued on exercise of options granted under the SunShare 2012 Performance Share Option Plan as follows and is estimated solely for the purpose of calculating the registration fee: (i) 477,750 options granted on September 28, 2007 with a grant price of $94.92; (ii) 2,150 options granted on November 1, 2007 with a grant price of $107.26; (iii) 5,413 options granted on December 1, 2007 with a grant price of $96.39; (iv) 4,696 options granted on January 1, 2008 with a grant price of $109.88; and (v) 1,428 options granted on February 1, 2008 with a grant price of $92.53.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 solely for the purpose of calculating the registration fee for Common Shares to be issued upon exercise of options that have yet to be granted under the SunShare 2012 Performance Share Option Plan and is based on the average of the high and low prices for the Common Shares quoted on The New York Stock Exchange on February 28, 2008.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
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PART II
The following documents previously filed with or furnished to the Securities and Exchange Commission (the SEC) by Suncor Energy Inc. (the Registrant) are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 40-F for the fiscal-year ended December 31, 2007, filed with the SEC on March 4, 2008;
(b) The Registrants reports on Form 6-K dated January 22, 2008 and February 6, 2008; and
(c) The Registrants Registration Statement on Form 8-A (SEC File No. 1-12384) filed with the SEC on March 20, 1997.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing such documents. In addition, reports on Form 6-K furnished by the Registrant to the SEC shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date such documents are furnished to the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Not Applicable
Not Applicable
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Under the Canada Business Corporations Act (the Act), a corporation may indemnify a director or officer of the corporation, a former director of the corporation, or another individual who acts or acted at the corporations request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, if (a) the individual acted honestly and in good faith with a view to the best interests of the corporation, or as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporations request, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individuals conduct was lawful. Where that action is by or on behalf of the corporation or that body corporate, the approval of the court is also required.
In accordance with the Act, the By-laws of the Registrant provide that the Registrant shall indemnify a director or officer of the Registrant, a former director or officer of the Registrant or a person who acts or acted at the Registrants request as a director or officer, or in a similar capacity, of another entity, and the heirs and legal representatives of such a person, to the extent permitted under the Act.
A policy of directors and officers liability insurance is maintained by the Registrant which insures directors and officers of the Registrant for losses as a result of claims based upon their acts or omissions as directors and officers, including liabilities under the Securities Act of 1933, and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the Act.
ITEM 7. Exemption from Registration Claimed
Not Applicable.
Exhibit Number |
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Description |
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3.1 |
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Certificate and Articles of Amalgamation, as amended by Articles of Amendment, of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrants Registration Statement on Form S-8 (File No. 333-118648) filed with the Securities and Exchange Commission on August 30, 2004). |
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3.2 |
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By-law No. 1 of the Registrant. |
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4 |
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SunShare 2012 Performance Share Option Plan |
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5 |
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Opinion of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant, as to the legality of the Common Shares being registered. |
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23.1 |
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Consent of PricewaterhouseCoopers LLP. |
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23.2 |
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Consent of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant (included in Exhibit 5). |
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23.3 |
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Consent of GLJ Petroleum Consultants Ltd. |
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24 |
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Powers of Attorney. |
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The Registrant hereby undertakes:
(1) |
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
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(2) |
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Country of Canada, on this 4th day of March, 2008.
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SUNCOR ENERGY INC. |
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By: |
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Janice B. Odegaard |
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Name: |
Janice B. Odegaard |
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Title: |
Vice-President, Associate |
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General Counsel and |
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Corporate Secretary |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 4th day of March, 2008:
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* |
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Director |
Bryan P. Davies |
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* |
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Director |
Brian A. Felesky |
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* |
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Chairman of the Board |
John T. Ferguson |
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of Directors |
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* |
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Director |
W. Douglas Ford |
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* |
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Director |
John R. Huff |
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* |
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Director |
M. Ann McCaig |
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* |
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Director |
Michael W. OBrien |
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* |
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Director |
Eira M. Thomas |
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* By: |
Janice B. Odegaard |
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Janice B. Odegaard |
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Attorney-in-Fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Suncor Energy Inc. in the United States, on this 4th day of March, 2008.
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SUNCOR ENERGY (USA) INC. |
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Authorized Representative in the United States |
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By: |
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J. Kenneth Alley |
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Name: |
J. Kenneth Alley |
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Title: |
Senior Vice President, Finance and |
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Chief Financial Officer |
II-6
EXHIBIT INDEX
Exhibit Number |
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Description |
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3.1 |
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Certificate and Articles of Amalgamation, as amended by Articles of Amendment, of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrants Registration Statement on Form S-8 (File No. 333-118648) filed with the Securities and Exchange Commission on August 30, 2004). |
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3.2 |
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By-law No. 1 of the Registrant. |
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4 |
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SunShare 2012 Performance Share Option Plan. |
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5 |
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Opinion of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant, as to the legality of the Common Shares being registered. |
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23.1 |
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Consent of PricewaterhouseCoopers LLP. |
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23.2 |
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Consent of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant (included in Exhibit 5). |
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23.3 |
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Consent of GLJ Petroleum Consultants Ltd. |
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24 |
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Powers of Attorney. |
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Exhibit 3.2
By-law No. 1 of the Registrant
SUNCOR ENERGY INC .
BY-LAW NO. 1
By-laws regulating the business and affairs
of the Corporation
(Amended and Restated as of February 28, 2002 and February 28, 2007)
1. BOARD OF DIRECTORS AND BOARD COMMITTEES
(a) Number of Directors - Subject to any minimum and maximum number of directors specified in the Articles, the number of directors to be elected at any meeting of shareholders shall be the number of directors then in office, or such other number as has been determined from time to time by resolution of the board of directors.
(b) Committees - The board of directors may appoint from among their numbers one or more committees of directors, however designated, and subject to the Canada Business Corporations Act and the regulations promulgated thereunder, all as amended from time to time (the Act) , may delegate to such committee or committees any of the powers of the directors. The board of directors shall appoint a chairman of each such committee to serve at the pleasure of the board. Subject to the Act and Bylaws, and unless otherwise determined by resolution of the board of directors, a majority of the members of a committee shall constitute a quorum for meetings of committees, and in all other respects, each such committee shall have the power to determine its own rules of procedure.
2. MEETINGS OF SHAREHOLDERS
(a) Place and Time - Meetings of shareholders of the Corporation shall be held at the registered office of the Corporation or at such other place within Canada on such date and at such time as may be determined from time to time by the board of directors. To the extent permitted by the Act, meetings of shareholders may be held entirely by means of a telephonic, electronic or other communication facility, including teleconferencing, video conferencing, computer link, webcasting and other similar means.
(b) Chairman - The Chairman of the Board, if any, or, in his absence or in case of his inability or refusal or failure to act, such other person (other than a person who is an executive officer or employee of the Corporation) as may have been designated by the Chairman of the Board to exercise such function in his absence, shall preside at meetings of shareholders. In the absence of all such persons or, in case of their inability or refusal or failure to act, the persons present entitled to vote shall choose
another director as chairman and if no director is present, or if all the directors present refuse to act, then the persons entitled to vote shall choose one of their number to be chairman of the meeting.
(c) Quorum - At all meetings of shareholders, except meetings at which only holders of one or more classes or one or more series of preferred shares are entitled to vote, it shall be necessary in order to constitute a quorum for two persons entitled to vote at the meeting to be present and for not less than 10 per cent of the outstanding shares of the Corporation which may be voted at the meeting to be represented in person or by proxy or by a duly authorized representative of a shareholder. At all meetings at which only holders of a particular class or series of preferred shares are entitled to vote, it shall be necessary in order to constitute a quorum for two persons entitled to vote at the meeting to be present. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the holders present or represented of a majority of the shares represented at the meeting may adjourn the meeting to a fixed time (at least 24 hours after the time fixed for the meeting) and place, but no other business may be transacted. Notwithstanding the foregoing, at such adjourned meeting the shareholder or shareholders entitled to vote then present or represented shall constitute a quorum.
(d) Proxies - A shareholder is entitled to vote in person or by proxy or, if a body corporate or an association, by any individual duly authorized by a resolution of the directors or governing body of the body corporate or association. To the extent permitted by the Act, the directors may provide for the depositing and tabulation of proxies by telephonic, electronic or other communication means.
(e) Procedure and Voting at Meetings - The chairman of a meeting of shareholders shall conduct the meeting and shall determine the procedure thereof in all respects. His decision on all matters or things shall be conclusive and binding upon the meeting. Except as may be otherwise prescribed by law, a majority of the votes cast shall be sufficient for all purposes and shall be the decision of the meeting. In case of an equality of votes, the chairman of the meeting shall have a casting vote in addition to the vote or votes to which he is entitled as a shareholder, a proxyholder or a duly authorized representative of a shareholder. Every matter submitted to a meeting of shareholders for decision shall be decided on a show of hands unless a ballot is required or demanded. The chairman of the meeting may require, or any shareholder or proxyholder may demand, a ballot on any matter either before or after any vote by a show of hands. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. A ballot so required or demanded shall be taken in such manner and either at once or after adjournment, as the chairman of the meeting shall direct. The result of the ballot shall be the decision of the meeting, whether or not a vote by a show of hands shall have been taken previously on the same matter. Every person entitled to
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vote at a meeting of shareholders shall have one vote on a show of hands and, subject to the articles of the Corporation, upon a ballot shall be entitled to one vote for each share of the Corporation having such voting right which he holds or represents. Notwithstanding the foregoing, to the extent permitted by the Act, a person entitled to vote at a meeting of shareholders may vote by means of a telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
(f) Scrutineers - The chairman of a meeting of shareholders may, or if a ballot is to be taken shall, appoint one or more persons who need not be shareholders to act as scrutineers of the meeting or any adjournment thereof.
(g) Addresses of Shareholders - Every shareholder shall furnish to the Corporation an address to or at which all notices and documents intended for the shareholder shall be sent. If no address appears in the records of the Corporation, such notice or document may be sent to such address as may be considered to be the most likely to result in the notice or document reaching the shareholder. The accidental omission to give any notice or document to any shareholder shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise based thereon.
(h) Shareholder Entitled to Certificate of Acknowledgment Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholders name or (b) a non-transferable written acknowledgement of the shareholders right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders duly authorized agents will be sufficient delivery to all.
3. MEETINGS OF DIRECTORS
(a) Place, Time and Notice - Subject to the provisions of any resolution of the board of directors, meetings of the board of directors may be called at any time by the Chairman of the Board, or any two directors, or the President, or in the absence or disability of the President, any two Vice-Presidents, or by order of the board of directors, and meetings of any committee of the board of directors may be called at any time by the aforesaid persons, or by the chairman of the applicable committee, or by order of the applicable committee. Notice of the time and place for holding any meeting of the board of directors or any committee shall be given at least 48 hours prior to the time fixed for the meeting. Any meeting so called may be held at the registered office of the Corporation or any other place which shall have been fixed by the board of directors or committee, as applicable.
(b) Chairman - Subject to the provisions of any resolution of the board of directors, the Chairman of the Board, if any, or, in his absence or in case of his inability
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or refusal or failure to act, such other director (other than a director who is an executive officer or employee of the Corporation), if any, designated from time to time by the Chairman of the Board to exercise such function in his absence, shall preside at meetings of the board of directors, and the chairman of a committee, if any, or, in case of his absence or inability or refusal or failure to act, that one member of the applicable committee (who is a director other than a director who is an executive officer or employee of the Corporation), if any, designated by the chairman of the committee to exercise such function in his absence, shall preside at meetings of the committee. If the Chairman of the Board or committee chairman, as applicable, and such designated director, if any, be absent or unable or refuse or fail to act, the directors present may choose a chairman from among their number. The chairman at any meeting of directors or a committee may vote as a director.
(c) Quorum - A majority of the directors in office shall constitute a quorum for a meeting of the board of directors.
(d) Voting - Questions arising at a meeting of the directors or any committee shall be decided by a majority of the votes cast. In case of an equality of votes, the chairman of the meeting shall have casting vote in addition to the vote to which he is entitled as a director.
4. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Indemnity - Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporations request as a director or officer, or in a similar capacity, of another entity, and his heirs and representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other proceeding to which he is involved by reason of that association with the Corporation or such other entity, if
(i) he acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which he acted as a director or officer or in a similar capacity at the Corporations request; and
(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
(b) Insurance - The Corporation may purchase and maintain insurance for
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the benefit of any person referred to in clause 4(a) hereof against such liability as the board of directors may from time to time determine and as permitted by the Act.
5. DELEGATION
Without limit to the powers of the board of directors as provided in the Act, but subject to any limitations as provided in the Act, the board of directors may from time to time on behalf of the Corporation delegate to one or more persons whether or not directors or officers of the Corporation all or any of their powers to such extent and in such manner as the board of directors shall determine at the time of each such delegation.
6. EXECUTION OF DOCUMENTS
The board of directors may from time to time determine the officers or other persons by whom any particular document or instrument or class of documents or instructions of the Corporation shall be executed and the manner of execution thereof, including the use of facsimile reproduction of any or all signatures and the use of the corporate seal or a facsimile reproduction thereof.
7. NOTICES
(a) Method of Giving Notices - Subject to the Act, any notice (which term includes any communication or other document) to be given (which term includes sent, delivered or served) pursuant to the Act the Articles, the by-laws or otherwise to a shareholder, director, officer or auditor may be given and, if so given, shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary mail (except in the event of an actual or threatened stoppage or slow-down in mail delivery, in which case an alternate method of giving notice shall be used) or if sent to him at his recorded address (which term shall include his recorded facsimile number or electronic mail address) by means of any prepaid transmitted or recorded communication, including by means of telecopy, facsimile or otherwise by electronic means. A notice so delivered shall be deemed to have been given and received when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box and shall be deemed to have been received at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the person to whom it is delivered or mailed did not receive the document within that time or at all. A notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or transmitted by or on behalf of the Corporation, and shall be deemed to have been received at the same time, unless there are reasonable grounds for believing that the person to whom it is sent did not receive the notice within that time or at all. Notwithstanding the foregoing, any notice so
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delivered (other than by prepaid ordinary mail), dispatched or transmitted to the recorded address after 5:00 p.m. local time at the place of delivery or on a Saturday, Sunday or banking holiday (a non-business day) at the place of delivery, shall be deemed to have been received at 8:00 a.m. local time on the first day thereafter that is not a non-business day. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer or auditor in accordance with any information believed by him to be reliable. Nothing in this section shall be construed as precluding the giving of notice by the Corporation in any other manner.
(b) Notice to Joint Shareholders - If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders, but notice to one of such persons shall be sufficient notice to all of them.
(c) Omissions and Errors - The accidental omission to give any notice to any shareholder, director, officer or auditor or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
(d) Persons Entitled by Death or Operation of Law - Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.
8. INTERPRETATION
In this by-law, words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine gender; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.
ADOPTED by the Board of Directors on February 28, 2007.
CONFIRMED by the Shareholders on April 26, 2007.
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Exhibit 4
SunShare 2012 Performance Share Option Plan
SUNCOR ENERGY INC.
SUNSHARE 2012 PERFORMANCE SHARE OPTION PLAN
(SUNSHARE 2012)
September 28, 2007
When used herein (including all schedules), the following terms shall have the following meanings:
(a) Administrator means the Committee or the senior officer or senior officers of the Company designated by the Committee to administer the Plan pursuant to Section 2.2.
(b) Blackout means a temporary trading ban announced by the Company, pursuant to its trading policies, whether a regularly scheduled trading ban in connection with the release of quarterly financial information, or an ad hoc trading ban.
(c) Blackout Exercise Term means ten days after the expiry of a Blackout if the Exercise Term of the Options expired during the Blackout or within three days of the Blackout expiring and if the holder of such Options was subject to the Blackout.
(d) Board means the board of directors of the Company.
(e) CEO means the Chief Executive Officer of the Company.
(f) Certificate means a certificate in the form attached as Schedule A or such other form as may be approved by the Administrator which evidences the grant of an Option to a Participant.
(g) Cessation Date shall have the meaning ascribed to such term in Section 2.3(e).
(g) Change of Control means 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; provided that for the purposes of the LARs only held by persons who are U.S. Taxpayers, in the event the foregoing definition is inconsistent with the definition of change of control for the purposes of application of section 409A (or any amended or successor provision thereof) of the U.S Tax Code, the definition of change of control in section 409A (or any amended or successor provision thereof) of the U.S Tax Code shall apply. For the purposes of this definition, person includes an individual, partnership, association, organization, government or governmental body, body corporate or other entity.
(h) Change of Control Transaction means 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 Common Shares. In the event that there is a 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.
(i) Committee means the Human Resources and Compensation Committee of the Board, or such other committee of the Board as is generally responsible for compensation related matters.
(j) Common Share means a common share in the capital of the Company.
(k) Company means Suncor Energy Inc. and any Successor thereto and includes where the context requires a Subsidiary of Suncor Energy Inc. whose Employees are Participants.
(l) Disability Benefits means benefits, other than normal sick leave payments from payroll, to which a Participant becomes entitled under a long-term disability policy or program sponsored by the Company or a Subsidiary.
(m) Effective Date means September 28, 2007, being the effective date of the Plan.
(n) Eligible Employee means an Employee who is eligible to participate in this Plan as determined by the Administrator pursuant to Section 3.1.
(o) Employee means a person who provides services to the Company or a Subsidiary and from whose remuneration the Company deducts and withholds Canada Pension Plan and Employment Insurance remittances, or similar withholdings under applicable law of any jurisdiction other than Canada relating to source withholding from pay by an employer.
(p) Exercise Notice means a notice in writing in the form, if any, designated by the Administrator and signed by the Participant, stating the Participants intention to exercise an Option.
(q) Exercise Price means the price at which a Common Share of the Company may be purchased upon the exercise of an Option.
(r) Exercise Term means with respect to a particular Option, the period of time from and after the Vesting Date, to and including the Expiry Date, during which the Option may be exercised by the Participant.
(s) Expiry Date means the close of business (local time in Calgary, Alberta) on September 27, 2014, at which time all Options expire and cease to be exercisable, or such earlier date as any particular Option expires, terminates or is cancelled and thereby ceases to be exercisable in accordance with the terms of this Plan.
(t) First Share Price Target means achievement of a Market Value per Common Share of equal to or greater than $116.64 subject to adjustment in accordance with Article 5.
(u) Full Time Hour Standard means, at any particular time and with respect to Suncor or any Subsidiary, or any business unit, division, branch or location thereof, the number of hours per week which in accordance with the customary human resource practices of the applicable company or other entity or business unit, division branch or location thereof, constitutes the standard for Regular Full Time Employment.
(v) Grant Date means with respect to the Initial Grants, September 28, 2007, and with respect to any Option other than the Initial Grants, the date upon which the Option is granted to a Participant in accordance with the terms of this Plan.
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(w) Guidelines means guidelines established from time to time by or under the authority of the Committee for the purpose of (i) establishing the level or range of awards of Options to Participants of the Plan (Award Guidelines), (ii) specifying the manner of determining or calculating the Vesting Criteria, including the relative TSR and the manner of calculation thereof (Vesting Guidelines) or (iii) otherwise relating to the administration or interpretation of the Plan.
(x) Initial Grants means the initial grants of Options under this Plan as of the Effective Date as contemplated by Section 3.2 (a) of the Plan.
(y) Initial Grant Price means the exercise price of the Options granted on September 28, 2007.
(z) Insider has the meaning as defined in the Securities Act (Alberta).
(aa) LAR or Limited Appreciation Right is a right as described in Section 5.3 of the Plan, attached to all Options hereunder held by certain Participants designated from time to time by the Administrator, to provide such Participants with incentive to maximize the value of the Common Shares in a Change of Control Transaction, and 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. A LAR granted to a Participant shall confer upon such Participant a collateral right and entitlement in respect of each and every outstanding 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. 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 as described in Section 5.3.
(bb) Market Value means:
(i) for the purpose of determining the Exercise Price of an Option, the simple average of the high and low prices at which Common Shares were trading in one or more board lots on the Relevant Exchange on the Trading Day preceding the Grant Date; and
(ii) for the purposes of determining the achievement of the First Share Price Target, the Second Share Price Target, or any other share price for the purposes of the Vesting tables set forth in, or designated by the Administrator pursuant to the Vesting Guidelines, the simple average, over the twenty Trading Days immediately preceding the date of determination, of the Common Share price determined in accordance with part (i) of this definition, except that for the purposes of the calculation, all prices shall be Principal Exchange prices and shall be in Canadian dollars.
For the purposes of determining Market Value, if there are no board lots traded on the Principal Exchange on a particular Trading Day or Days relevant to the determination of such Market Value, the next closest Trading Day or Days on which Common Shares were so traded and not already used in the calculation, shall be used for the determination of Market Value, and the twenty Trading Day period referred to above shall be extended for a corresponding number of days.
(cc) Option means a right granted to a Participant under this Plan which allows the Participant to purchase a Common Share of the Company at a set Exercise Price during
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the Exercise Term.
(dd) Option Share means, with respect to an Option, the Common Share for which the Option may be exercised.
(ee) Participant means an Employee who holds Options granted pursuant to Section 3.2.
(ff) Performance Criteria means the TSR Condition, the First Share Price Target and the Second Share Price Target, the achievement of which may trigger Vesting, as described more particularly in Section 3.4 and the Vesting Guidelines.
(gg) Plan or SunShare 2012 means this Suncor Energy Inc. SunShare 2012 Performance Share Option Plan and includes the attached schedules and Article, Section, Subsection or Paragraph means and refers to the specified article, section, subsection or paragraph of this Plan.
(hh) Permanently Disabled or Permanent Disability means, with respect to a Participant, that the Participant is receiving or was eligible (as determined conclusively by the carrier of the Company sponsored long-term disability plan or program) to receive Disability Benefits for a continuous period of 24 months.
(ii) Permitted Leave means any period of absence from normal work due to a leave of absence of greater than 60 days in duration, during which the Participant continues to maintain his or her status as an Employee as conclusively determined by the Company in its discretion. For certainty, any maternity or paternity leave, education leave, or period of Disability, in each case of greater than 60 days in duration, shall be deemed to be a Permitted Leave within the meaning of the Plan. For purposes of determining the duration of a Permitted Leave, the first two full calendar months of the aggregate Permitted Leave per Participant during the term of the Plan shall not be included, unless such period shall be extended by applicable law.
(jj) Principal Exchange means The Toronto Stock Exchange or such other stock exchange designated by the Administrator from time to time for the purposes of this Plan and on which the Companys Common Shares are listed and posted for trading.
(kk) Regular Full Time Employee means an Employee hired to fill an ongoing job and regularly work the normal schedule for that job, for at least 30 hours per week, or four days per week and shall constitute the Full Time Hour Standard of the employer entity, or applicable business unit or division thereof, with no fixed or defined termination date or the 4 day per week standard of the employer entity or applicable business unit or division thereof; and Regular Full Time Employment has a corresponding meaning.
(ll) Regular Part Time Employee means an Employee hired to fill an ongoing job and regularly work the normal schedule for that job, for a fixed number of hours per day, days per week or weeks per month, that is less than the number of hours, days or weeks, as applicable, of Regular Full Time Employment, with no fixed or defined termination date. For certainty, two or more Employees who are jointly filling a full time position on a job sharing basis, if they otherwise meet the criteria of the foregoing definition, shall be deemed to be Regular Part Time Employees; and Regular Part Time Employment has a corresponding meaning.
(mm) Relative Total Shareholder Return means the Total Shareholder Return with respect to a Common Share compared to the Total Shareholder Return of each company within the designated peer group set forth in the Vesting Guidelines approved by the Committee.
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(nn) Relevant Exchange means, for the purposes of subsection 1.1(bb)(i), the New York Stock Exchange (U.S.$) for the purposes of Options granted to U.S. residents and the Toronto Stock Exchange (Cdn.$) for the purposes of Options granted to Canadian residents, unless otherwise determined by the Administrator.
(oo) Retirement means, for the purposes of this Plan only, means a Participants 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, in the U.S. or Canada, as applicable (SPP), assuming such employee is eligible to participate in the SPP.
(pp) Second Share Price Target means a Market Value per Common Share of $153.15 or greater, subject to adjustment in accordance with Article 5.
(qq) Settlement Date means, with respect to the exercise of any applicable Option, the third Trading Day following the date of such exercise, or such lesser number of days as may be designated from time to time by the Principal Exchange for the settlement of trades on such exchange.
(rr) Subsidiary means Suncor Energy Products Inc., Sun Canadian Pipelines Ltd., Suncor Energy Marketing Inc., Suncor Energy Services Inc., Suncor Energy (USA) Inc., Suncor Energy (Natural Gas) Inc., Suncor Energy Developments Inc. and any other subsidiary of the Company or any corporation, partnership, joint venture, association or other entity, incorporated and unincorporated, in which the Company holds an equity interest, as may be designated from time to time by the Administrator as an Subsidiary for the purposes of this Plan, provided that no such entity may be designated as an Subsidiary for the purposes of this Plan if pursuant to applicable securities laws, the Company is not permitted to issue securities to employees of such entity without complying with the prospectus or registration or other analogous requirements of such securities laws.
(ss) Total Shareholder Return or TSR means, with respect to a Common Share, the cumulative aggregate gain in value (including dividends paid and other distributions), expressed as a percentage, of an investment in Common Shares on the Effective Date through January 1, 2013. Total Shareholder Return shall be calculated in the manner determined by the Administrator in its discretion.
(tt) TSR Condition means the Relative Total Shareholder Return on Common Shares for the period commencing on the Effective Date and ending on December 31, 2012.
(uu) TSR Condition Vesting Date means January 1, 2013 or as soon as practically possible after such date, but no later than January 15, 2013.
(vv) Trading Day means a day on which the Principal Exchange is open for trading in securities.
(ww) Tranche means with respect to Options held by any particular Participant, all of such Participants Options granted on the same Grant Date.
(xx) U.S. Taxpayer means a person who is required by the laws of the United States of America to file a U.S federal income tax return.
(yy) Vested means, with respect to an Option, that such Option has become immediately exercisable, as determined under the Plan, and Vest and Vesting shall have corresponding meanings; and Vesting Date means with respect to any particular Option, the date, if any, upon which such Option Vests in accordance with the terms of the Plan.
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In this Plan, words importing the singular include the plural and vice versa and words importing gender include all genders.
The following schedules are an integral part of this Plan:
Schedule A - Form of Option Certificate
Schedule B - Plan Administration
The purpose of the Plan is to align Participants with the Companys goal of increasing shareholder value by approximately 60% by January 1, 2013, by:
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focusing employees on the performance needed to complete the next phase of Suncors growth strategy and rewarding the achievement of ambitious goals |
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aligning interests of employees with interests of shareholders |
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helping attract and retain the talent required to achieve our business strategies |
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distinguishing Suncor as a preferred employer in an extremely competitive employment market |
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fostering a one-team, high performance culture |
(a) Subject to subsection (c) of this Section 2.2, the Plan shall be administered by the Committee, which shall have the sole and complete authority to interpret the Plan, to authorize amendments to the Plan, to adopt, amend and rescind rules, regulations and administrative guidelines relating to the Plan, including Award Guidelines and Vesting Guidelines, to waive restrictions with respect to participation or Vesting with respect to any specific Participant where in the opinion of the Committee it is reasonable to do so and it does not prejudice the rights of the Participant under the Plan, and to make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.
(b) To the extent permitted by law, the Committee may from time to time delegate to any director or senior officer or officers of the Company all or any of the powers conferred on the Committee under the Plan, and where the term Administrator appears in this Plan, it shall be deemed to mean the Committee or such director, senior officer or senior officers to whom the powers of the Committee have been so delegated. In the event of any such delegation, the delegated powers shall be exercised in the manner and on the terms authorized by the Committee. Any decision made or action taken by the Administrator arising out of or in connection with the administration or interpretation of the Plan in this context shall be final, conclusive and binding upon the Company, the Participants and all other persons . As of the Effective Date, the Committee has delegated to management of the Company the power and authority as set out in Schedule B hereto, and
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management shall be deemed to be the Administrator of the Plan in the exercise of such power and authority.
(c) Without limiting the generality of subsection (a) of this Section 2.2, the Administrator shall have the sole and complete authority to determine whether and to what extent the Performance Criteria have been achieved in accordance with the Plan and any applicable Guidelines hereunder, which determination shall include the First Share Price Target, the Second Share Price Target and the TSR Condition, and no Participant or any other person may challenge any calculation or determination of the Administrator made in good faith and such calculation or determination shall be final, binding and conclusive on Participants and without recourse on the part of any Participant or his or her heirs or legal representatives.
(d) Notwithstanding subsections (a) and (b) of this Section 2.2, but subject to all necessary regulatory approvals, the Board shall have the sole authority to suspend or terminate this Plan, provided such suspension or termination does not prejudice the rights of any Participant under this Plan or any Option outstanding, Vested or not, at the time of such suspension or termination.
(a) Whenever the Board, the Committee or the Administrator is to exercise discretion in the administration of the terms and conditions of this Plan, the term discretion shall mean its, his or her sole and absolute and unfettered discretion.
(b) For the purposes of determining the effective date of the occurrence of any event referred to in this Plan, the term date or effective date shall refer to the date which may be fixed by the Administrator.
(c) All dollar amounts in this Plan are in Canadian funds unless otherwise specified. The Administrator shall, in its discretion, convert, on such basis as it deems appropriate, any amount expressed in any other currency, into Canadian currency.
(d) Upon any termination, expiry or cancellation of any Option pursuant to the terms of the Plan, such Option shall terminate, expire and be cancelled without compensation or payment in any manner whatsoever, shall be cancelled without need for notice or any other action of the part of the Company or Participant, and in each and every case upon cancellation of any Option such Option shall be null, void and of no further force or effect.
(e) For the purposes of this Plan, a Participant shall be deemed to have ceased to be an Employee of the Company, and the Participants employment with the Company shall be deemed to have ceased and to be terminated, as applicable (i) in the case of resignation, Retirement or termination of a Participants employment by the Company, whether or not for cause and with or without reasonable or any notice, on the date (Cessation Date) the Participant or the Company, as applicable, delivers notice of resignation, Retirement or termination to the other, and (ii) in the case of a Participants death, on the date of the Participants death, as set forth in a certificate of death as issued by the relevant authorities.
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(a) Subject to any necessary regulatory and shareholder approvals, the Common Shares which may be the subject of Options under this Plan shall be those which the Board, from time to time, shall at its discretion have reserved and approved for issuance under the Plan. As of the Effective Date, the aggregate number of Common Shares reserved for issuance upon the exercise of Options under the Plan is 11,000,000 Common Shares.
(b) The aggregate number of Common Shares which may be reserved for issuance under the Plan and under any other stock option, stock option plan, employee stock purchase plan, employee stock option plan or any other compensation or incentive mechanism involving the issuance of Common Shares to one or more service providers, including a Common Share purchased from treasury which is financially assisted by the Company by way of a loan, guaranty or otherwise (collectively the Share Compensation Arrangements), shall not exceed 10% of the issued and outstanding Common Shares of the Company (on a non-diluted basis) and the aggregate number of Common Shares reserved for issuance under the Plan and any other Share Compensation Arrangements of the Company to any one person shall not exceed 5% of the issued and outstanding Common Shares of the Company (on a non-diluted basis). Finally, the aggregate number of Common Shares which may be reserved for issuance under the Share Compensation Arrangements, must not, within any one year period be issued, or at any time under such arrangements be issuable, to insiders of the Company (as defined in the TSX Manual) in an amount exceeding 10% of the Companys total issued and outstanding securities.
(c) If, for any reason, any Common Shares 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 termination, expiration or cancellation of an Option (pursuant to the terms of the Plan), such Common Shares and Options in respect thereof shall again become available for the granting of Options under the Plan.
(d) At no time shall the aggregate number of Options held by Insiders be equal to or greater than 40% of the Options issued pursuant to the Plan, or equal to or greater than 40% of the Options issued and available for issue pursuant to the Plan.
All Regular Full Time Employees and Regular Part Time Employees of the Company designated by the Administrator as eligible participants in the Plan are eligible to receive Options under the Plan, and shall be Eligible Employees hereunder.
(a) On the Effective Date, the Administrator may in its discretion grant Options hereunder to any Eligible Employee of the Company and its Subsidiaries, in accordance with the Award Guidelines and otherwise in accordance with the terms of this Plan. In the event the Award Guidelines provide for a range of grant sizes for any particular Employee or category of Employee, the actual number of Options granted to such Employee as of the Initial Grant Date shall be conclusively determined by the Administrator, subject only to the Award Guidelines .
(b) At any time on or after the Effective Date and subject to the Guidelines with respect to the number of Options that may be granted to any particular Eligible Employee, and subject to the availability of Common Shares reserved for issuance under the Plan, the
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Administrator may in its discretion grant Options to any Eligible Employee at a price no lower than the Initial Grant Price.
3.3 Certificates
All Options granted under the Plan shall be evidenced by a Certificate and such Certificate may be delivered electronically. The Certificate shall be subject to the provisions of the Plan and shall contain any other provisions which the Administrator may direct. Any senior officer of the Company is authorized and empowered to execute on behalf of the Company and deliver, by electronic means, any Certificate to a Participant. The signature of such officer on behalf of the Company may be a facsimile or copy of an original signature. Acceptance of the Certificate by a Participant shall constitute the Participants agreement to the provisions of this Plan. In the event of any conflict between the terms of this Plan and the terms of the Certificate, the terms of this Plan shall govern.
(a) On the later of January 1, 2010 and the achievement of the First Share Price Target, 25% of the Options granted to each Participant shall Vest. These Options shall expire on January 1, 2013 if the First Share Price Target has not been achieved by such date.
(b) On January 1, 2013, if the Second Share Price Target has been achieved, an additional 25% of the Options granted to each Participant prior to achievement of the First Share Price Target shall Vest. However, these Options shall expire on January 1, 2013 in accordance with the Vesting Guidelines if the Second Share Price Target has not been achieved by such date. Notwithstanding the provisions of this section 3.4(b), partial Vesting may occur on January 1, 2013, in accordance with the Vesting Guidelines.
(c) On January 1, 2013, if the Second Share Price Target has been achieved, 50% of the Options granted to each Participant after the First Share Price Target has been achieved, shall Vest. However, these Options shall expire on January 1, 2013 in accordance with the Vesting Guidelines if the Second Share Price Target has not been achieved by such date. Notwithstanding the provisions of this section 3.4(c), partial Vesting may occur on January 1, 2013, in accordance with the Vesting Guidelines.
(d) On the TSR Condition Vesting Date, the TSR Condition shall be measured and up to 50% of the Options granted to each Participant shall Vest in accordance with the Vesting Guidelines. If the Relative Total Shareholder Return is in the 49 th percentile or less, these Options shall expire on January 1, 2013.
(e) Notwithstanding subsections 3.4 (a) (d) above, but subject to Article 4 and Article 5, Vesting of Options under the Plan shall be administered based on achievement of Performance Criteria, as provided for in or pursuant to Vesting Guidelines.
(a) Options shall expire and cease to be of any force and effect on the earlier of the expiry date as described in section 3.4 above or the Expiry Date, unless the Exercise Term has been extended by a Blackout Exercise Term, in which case the Options shall expire and cease to be of any force and effect on the last day of the Blackout Exercise Term.
(b) Subject to Subsection 3.5 (a) above, a Participant may exercise a Vested Option at
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any time during the Exercise Term, by delivering to the Company, or its agent, an Exercise Notice. Where an Option is exercised, it shall be deemed to have been exercised on the date that the Exercise Notice in respect of such Option is delivered to the Company, at the address designated by the Company from time to time, or failing such designation, at the registered office of the Company.
The Exercise Price of any Option to purchase Common Shares shall be designated by the Administrator on the Grant Date, provided that the Exercise Price must not be less than the Market Value of a Common Share determined on the Grant Date of the applicable Option and also provided that the Exercise Price of any Option hereunder shall not be less than the Initial Grant Price.
The Exercise Price shall be fully paid in cash on or before the Settlement Date. 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 or at the direction of the eligible Participant, a certificate or certificates representing the acquired Common Shares.
Notwithstanding any other provision of this Plan including any Certificate hereunder, the Administrator may from time to time adopt and amend rules and procedures for the exercise of Options, including, in the Administrators sole discretion, restrictions pertaining to the minimum number of Options that may be exercised by a Participant on any one occasion.
Notwithstanding Section 3.4 but subject to Article 5:
(a) If a Participant ceases to be an Employee by reason of his or her Retirement before January 1, 2009 then such Employees Options shall expire and be of no further force and effect;
(b) If on or after January 1, 2009, and before the First Share Price Target is met:
(i) but for the Participants Retirement, Vesting of a portion of his or her Options would have occurred between January 1, 2010 and January 1, 2013, and it occurred within one year of the Participants Retirement, pursuant to the Vesting Guidelines, then in lieu of the number of Options that would have Vested on such date or dates, but for the Retirement (the Base Number), the number of Options that shall Vest shall be the Base Number multiplied by a fraction, the numerator of which is the number of months of the Participants Employment commencing on the Grant Date and ending on the Cessation Date of the Participants Employment due to his or her Retirement, and the denominator of which is the total number of months from and including the Grant Date to and including the applicable Vesting Date; and
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(ii) any Options held by the Participant on January 1, 2013, in excess of the number of Options that Vested on or prior to such date pursuant to the Vesting Guidelines as modified by the foregoing subsection (b)(i) of this Section 4.1 shall be automatically cancelled forthwith as of January 1, 2013.
(c) If on or before January 1, 2012, a Participant ceases to be an Employee by reason of his or her Retirement then any Options that have not Vested within one year of Retirement shall be cancelled and be of no further force and effect;
(d) If after January 1, 2012, but on or before January 1, 2013, a Participant ceases to be an Employee by reason of his or her Retirement then:
(i) if, but for the Participants Retirement, Vesting of all or any portion of his or her Options would have Vested after January 1, 2012 but on or before January 1, 2013, pursuant to the Vesting Guidelines, then on January 1, 2013 and on such earlier date, if any, on which accelerated Vesting would have occurred pursuant to the Vesting Guidelines, in lieu of the number of Options that would have Vested on such date or dates, but for the Retirement (the Base Number), the number of Options that shall Vest shall be the Base Number multiplied by a fraction, the numerator of which is the number of months of Employment commencing on the Grant Date and ending on the Cessation Date of the Participants Employment due to his or her Retirement, and the denominator of which is the total number of months from and including the Grant Date to and including the applicable Vesting Date; and
(ii) any Options held by a Participant on January 1, 2013, in excess of the number of Options that Vested on or prior to such date pursuant to the Vesting Guidelines as modified by the foregoing subsections (a)-(d) of this Section 4.1, shall be automatically cancelled forthwith as of January 1, 2013.
(e) Subject to Subsection 3.5(a), the Expiry Date of an Option which Vests to a Participant after the Cessation Date of the Participants Employment due to his or her Retirement pursuant to Subsections (a) (d) above of this Section 4.1, shall be the date that is the first anniversary of the applicable date of Vesting, and the Expiry Date of an Option which has Vested to a Participant prior to the Participants Retirement, shall be the date that is the third anniversary of the Cessation Date of the Participants Employment due to the Participants Retirement.
(f) For the purposes of the calculations in this Section 4.1, a partial month of Employment shall be counted as a full month of Employment.
(g) If a Participant becomes Permanently Disabled, then for the purposes of this Plan the Participant shall be deemed to have Retired from the Company or Subsidiary as applicable as of the date the Participant becomes Permanently Disabled, and the provisions of this Section 4.1 shall apply to such Participant and his or her Options as if such Disabled Employee were a Retiree, and as if the date upon which the Participant becomes Permanently Disabled were the Cessation Date of such Participants Employment due to his or her Retirement.
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Notwithstanding Section 3.4 but subject to Article 5:
(a) If a Participant ceases to be an Employee by reason of the Participants Death (a Deceased Employee), then on the date that is the first anniversary of the date of the Participants Death (the First Anniversary), all Options held by the Deceased Employee that have not then Vested shall automatically be cancelled forthwith, and all Options held by the Deceased Employee that have Vested prior to the First Anniversary shall continue to be exercisable for a period of six months following the First Anniversary, following which six month period all of the Deceased Employees Options, Vested or not Vested, shall be automatically cancelled.
(b) If a Participant ceases to be an Employee for any reason other than death, Retirement or Permanent Disability (a Former Employee), all Options held by the Former Employee that have not Vested as of the Cessation Date, within the meaning of Section 2.3(e), of his or her Employment, shall automatically be cancelled forthwith as of the Cessation Date, and all Options held by the Former Employee that have Vested as of the Cessation Date of his or her Employment shall continue to be exercisable for a period of six months following the Cessation Date of Employment, following which six month period all of the Former Employees Options shall be automatically cancelled; provided that, notwithstanding the foregoing or any other provision of this Plan to the contrary, a Former Employees Vested Options shall be automatically cancelled as of the Cessation Date if the Former Employees Employment with the Company has been terminated for cause.
Notwithstanding any other provision of this Plan to the contrary:
(a) If at any time during which a Participant holds an Option granted hereunder, the Participant has taken a Permitted Leave, then on each date on which the Participants Options would otherwise Vest in accordance with the terms of this Plan, in lieu of the number of Options that would otherwise Vest but for this Section 4.3 (the Base Number), the number of Options that shall Vest (the Adjusted Number) shall be the Base Number multiplied by a fraction, the numerator of which is the number of months of the Participants Employment commencing on the Grant Date to and including the applicable Vesting Date, less the aggregate number of months of Permitted Leave during the corresponding period, and the denominator of which is the total number of months from and including the Grant Date to and including the applicable Vesting Date, and on the applicable Vesting Date, a number of the Participants Options equal to the difference between the Base Number and the Adjusted Number, shall be automatically cancelled.
(b) For the purposes of the calculations in this Section 4.3, in determining the aggregate number of months of Permitted Leave, partial months of Permitted Leave shall not be included in the number of months of Permitted Leave.
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(c) If a Participants employment status changes from Regular Full-Time Employment to Regular Part-Time Employment at any time while the Participant is a holder of Options under this Plan, then a portion of the Options held by the Participant that have not Vested as of the effective date of the change shall be automatically cancelled at the time of any Vesting. The portion of such Options that shall be so cancelled is equal to the following fraction:
[Between
50% and 75% of a Full Time Hour Standard = 60%]
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[Number
of months remaining to January 1, 2013 excluding month of change] /
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(d) Notwithstanding the foregoing formula, if the Employees Regular Part-Time Employment is based on an arrangement other than a fixed number of hours per week, the pro rating calculation set forth above shall be performed in such manner as the Administrator may determine to fairly reflect the working time expectation of the Regular Part-Time Employment when compared to Regular Full-Time Employment of a comparable level of experience, skill and responsibility.
(e) All rights and benefits under any Vested or non-Vested Option and if applicable, LAR, of a Participant are terminated forthwith in the event the Participant participates in any illegal strike, and such Options and LARs shall be immediately cancelled upon the occurrence of such event. For certainty, the subsequent cessation of such illegal strike will not reinstate the rights or benefits nor shall any such Participant be eligible for or entitled to any other right or benefit under this Plan or otherwise in respect of such termination and cancellation.
(f) All rights and benefits under any Vested or non-Vested Option and, if applicable, LAR, of a Participant are terminated forthwith and such Participants Options and LARs shall be immediately cancelled in the event that any collective agreement covering that Participant is terminated, save and except where the termination of the collective agreement arises out of the termination of the bargaining rights of the trade union which is party to the collective agreement. For certainty, the subsequent entering into of a collective agreement will not reinstate the rights or benefits of any Option or LAR cancelled under this provision nor shall any such Participant be eligible for or entitled to any other right or benefit under this Plan or otherwise in respect of such termination and cancellation.
If for any Participant more than one Section of this Plan for pro-rated Vesting or cancellation of Options are applicable, the pro-rating adjustments and cancellations provided for in such Sections shall be cumulative. Nothing in this Plan relating to the pro-rated Vesting of Options shall result in the Vesting of more than 100% of the Options in any particular Tranche.
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The existence of any Option 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 Companys 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.
Should the Company effect a subdivision or consolidation of Common Shares, the number of Options held by a Participant, the corresponding Exercise Prices, and the First Share Price Target, the Second Share Price Target and the TSR Condition (including all share prices set forth in the Vesting Guidelines), shall be automatically adjusted as of the record date for such subdivision or consolidation, in the same proportions as the number of Common Shares is adjusted pursuant to such subdivision or consolidation. Subject to any necessary regulatory approvals, should any other change be made to the Common Shares of the Company which, in the opinion of the Committee, would warrant the replacement of or an adjustment to any existing Options (including the number of Option Shares and the corresponding exercise price, the First Share Price Target, the Second Share Price Target, the TSR Condition and other share price values set forth in the Vesting Guidelines or elsewhere in the Plan, in order to preserve proportionately the rights and obligations of Participants, the Committee shall authorize such steps to be taken as may be equitable and appropriate to that end, and upon the Company notifying a Participant of any such action by the Committee, the Participants Option, Share Price Target, Share Price Threshold or other share price value as applicable shall be deemed to be adjusted accordingly.
(a) Notwithstanding any other provision of this Plan to the contrary, including without limitation the provisions of Section 3.4 and the Vesting Guidelines hereof, in the event of a Change of Control effected pursuant to a Change of Control Transaction each Participants Options that have not been previously Vested or cancelled, shall Vest immediately as of the effective date of the Change of Control.
(b) At the discretion of the Administrator, any Participant under the Plan may be granted a LAR at any time and from time to time. LARs may be evidenced by a certificate in such form as may be approved from time to time by the Administrator, or in any other manner determined by the Administrator, and for certainty, LARs under this Plan may be evidenced in the same certificate issued to a Participant to evidence LARs or similar rights of the Participant granted by the Company under any other stock option plan of the Company from time to time, including without limitation, the Suncor Energy Inc. Executive Stock Plan. Subject to the provisions hereof and any certificate or other evidence of a LAR, a LAR attached to and forming part of any Related Option may be exercised after a Change of Control Transaction by means of the Participant 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 shall have the effect of automatically cancelling the Related Option.
(c) A LAR represents the right of the holder thereof who is not a U.S. Taxpayer, exercisable
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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:
(i) the greater of:
(A) the highest price per Share paid by a person acquiring Shares in the Change of Control Transaction, and
(B) 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
(ii) the Exercise Price of the Related Option.
(d) A LAR represents the right of the holder thereof who is a U.S. Taxpayer, to receive a cash payment from the Company upon surrender of the Related Option equal to the amount, if any, by which:
(i) the average of the Daily Trading Price of the Shares on The Toronto Stock Exchange during the 30 day period preceding the date of exercise of the LAR, where Daily Trading Price means the average of the high and low board lot trading prices of the Shares on any particular day;
exceeds
(ii) the Exercise Price of the Related Option.
(e) The right referred to in Subsection 5.3(c) or (d) is exercisable:
(i) if the Shares continue to trade on The Toronto Stock Exchange or New York Stock Exchange after the Change of Control Transaction, at any time from and including the date of completion of the Change of Control Transaction up to and including the 30th day following the date of completion of the Change of Control Transaction.
(ii) If Subsection 5.3 (e) (i) is not applicable, on the day immediately following the date of the Change of Control Transaction.
(f) Subject to Subsection 5.3(g) 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 earliest of (i) the exercise of the Related Option by a Participant (ii) the expiry of the Exercise Term of the Related Option; (iii) with respect to LARs held by Participants who are U.S. Taxpayers, the expiry of the exercise period for LARs following completion of a Change of Control Transaction as set out in paragraph 5.3(c) or (d) above; (iv) the expiry date of the LAR as designated by the Board at the date of grant thereof; and (v) 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.
(g) 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:
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(i) the date of Death or Permanent Disability of the Participant;
(ii) the Participants Cessation Date in respect of Retirement of the Participant;
(iii) the Participants Cessation Date in respect of the termination of the Participants employment with the Company, whether with or without cause and whether with or without any or reasonable notice;
(iv) the Participants Cessation Date in respect of 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
(v) for Participants who are U.S. Taxpayers, thirty days; or
(vi) for Participants who are not U.S. Taxpayers, six months;
following the effective date of the Change of Control Transaction or until such earlier date as they are cancelled pursuant to Subsection 5.3 (f); and provided further that the Board, in its discretion, may permit the exercise of any or all LARs held by a Participant other than a Participant who is a U.S. Taxpayer, in the manner and on the terms authorized by the Board.
Notwithstanding the foregoing provisions of this Section 5.3, 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 such earlier date as the LARs are exercised or are cancelled because of exercise of the Related Option or occurrence of the event specified in paragraph 5.3 (a); and provided further that the Administrator, 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 Administrator.
In the event of an amalgamation, combination, merger, Change of Control (actual or, in the opinion of the Board, pending) or other reorganization involving the Company, by take-over bid, plan of arrangement, exchange of shares, sale or lease of assets, or otherwise, which in the opinion of the Board warrants the replacement or modification of the Plan or any existing Option in order to adjust (i) the number of Options held by a Participant or the Exercise Price thereof; (ii) any of the Performance Criteria or any component thereof or (iii) any other attribute of an Option, including the Vesting thereof or the Performance Criteria; in order to preserve the rights and obligations of Participants, the Board shall authorize such steps to be taken as may be equitable and appropriate to that end; provided that no such modification affecting a Participant shall be made after a Change of Control without the written consent of the affected Participant.
Except as expressly provided in this Plan, 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 Common 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 any Option hereunder or any of the Performance Criteria.
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5.6 Fractional Shares
In the event the operation of the Plan results in a Participant being entitled to a fractional Common Share, the Participant shall, within a reasonable period of time following such entitlement, be paid cash in lieu of the fractional Common Share in an amount based on the Market Value determined as of the date of entitlement. The Administrator shall aggregate fractional Common Shares in respect of any individual Participant to create a whole Common Share where possible. The Administrator may pursuant to Vesting Guidelines from time to time adopt or amend procedures applicable to the Vesting of fractional Options, including provisions for rounding.
5.7 Limitation
Notwithstanding anything herein, a decision of, or exercise of discretion by, the Board or Committee in respect of any and all matters falling within the scope of this Plan (including any interpretation or exercise of discretion in the application of any provision or criteria of this Plan) shall be final, binding and conclusive and without recourse on the part of any Participant and his or her heirs or legal representatives.
Article 6 - Miscellaneous Provisions
6.1 Legal Requirements
The Company shall not be obligated to grant or issue any Option or Common Share upon exercise thereof or make any payments or take any other action if, in the opinion of the Administrator exercising its or his 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 or stock exchange having jurisdiction over the Company, any Subsidiary or a Participant. The issuance, grant or Vesting of an Option, or the issuance of Common Shares upon exercise of an Option, as applicable, to each Participant is subject to compliance by such Participant with all such statutory and regulatory requirements and the Participant furnishing the Company with all information and undertakings as may be required to permit such compliance.
6.2 Withholding Taxes
The Company shall be entitled to deduct any amount of withholding taxes and other withholdings from any payment hereunder as may be required by applicable law.
6.3 Rights of Participants
No Participant or other executive, officer, or employee of the Company shall have any claim or right to be granted or issued an Option or any other right or entitlement hereunder or in lieu of or in substitution or replacement of any such Option or other right or entitlement including without limitation any Option in substitution for any Option that has expired pursuant to the terms of the Plan. Neither the granting, issuance or Vesting of an Option and the issuance of Common Shares upon exercise thereof or existence of this Plan shall be construed as giving a Participant or any Employee of the Company or an Subsidiary thereof a right to remain in the employ of the Company or its Subsidiaries. No Participant shall have any rights as a shareholder of Company in respect of all or any portion of an Option. Under no circumstances shall an Option or portion thereof be considered a Common Share, nor shall it 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 Common Shares.
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6.4 Non-transferability
All or any portion of an Option or LAR granted under this Plan, or any entitlement to receive an Option or LAR hereunder, is non transferable and no assignment, encumbrance or transfer thereof, whether voluntary, involuntary, by operation of law or otherwise, shall vest any interest or right in such Option or LAR thereunder whatsoever in any assignee or transferee, but immediately upon any purported assignment or transfer, such Option or LAR shall terminate, be cancelled and of no further effect. Notwithstanding the foregoing, and subject to Section 4.2(a) an Option and the right to exercise same may pass to the Participants heirs and legal personal representatives on death.
6.5 Administrator Discretion
Subject to receipt of any necessary regulatory and shareholder approval, the Administrator may, at any time or from time to time:
(a) waive with respect to any or all Options hereunder any provision of this Plan with respect to the cancellation or termination of Options, subject always to the requirement, which may not be waived, that all Options not previously cancelled, terminated or exercised shall expire on the later of September 27, 2014 or the last day of the Blackout Exercise Term, if applicable; or
(b) amend the Plan or any provisions thereof including without limitation the Performance Criteria hereunder, or any Option or LAR, in such respects as it, in its discretion, may determine appropriate; provided, however, that no amendment of the Plan or any provision thereof or any Option or LAR shall, without the written consent of any adversely affected Participant or the representatives of his or her estate or his or her beneficiaries, as applicable, alter or impair any rights or obligations arising from any Option or LAR held by a Participant and provided, however, that any of the following amendments will also be subject to receipt of shareholder approval:
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an increase in the number of securities reserved under the Plan; |
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(ii) |
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a reduction in an exercise price, or cancellation and reissue of options which benefits any option holder; |
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an amendment that extends the term of an award beyond its original expiry that benefits any option holder; |
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allowing awards granted under the Plan to be transferable or assignable other than for normal estate settlement purposes; and |
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amendments to the definition of Eligible Participants that permit the introduction of non-employee directors on a discretionary basis. |
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6.6 Indemnification
Subject to the requirements of applicable law, every director of the Company or any Subsidiary and every Administrator (herein, an indemnified person) 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 indemnified person may sustain or incur by reason of any action, suit or proceeding, proceeded or threatened against the indemnified person, otherwise than by the Company, for or in respect of any act done or omitted by the indemnified person 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.
6.7 Severability & Waiver
If any provision of this Plan is determined to be invalid, unenforceable or not in accordance with applicable law, in whole or in part (in this Section 6.7, Unenforceable), such provision shall be deemed to be severed from this Plan and to be inoperable, but such severance and inoperability (i) shall not affect or impair the validity of the remaining provisions hereof, and; (ii) shall apply only with respect to the Participant or group of Participants in respect of whom the provision is determined to be Unenforceable, and for greater certainty, shall not apply so as to render such provision severable or inoperable in respect of any other Participant or group of Participants. For the purposes of this section provision means any severable section, sentence, phrase or word which least alters the intent, and most preserves the purpose, of the Plan. No failure by the Company or the Administrator to exercise any of its rights, powers or privileges under this Plan shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder, and no waiver of any right, power or privilege under this Plan shall be binding on the Company unless in writing and signed on behalf of the Company by its duly authorized officers.
6.8 Miscellaneous
The Committee may adopt and apply rules that, in its opinion, shall ensure that the Company and any Subsidiary shall 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.
6.9 Effective Date
This Plan shall become effective on the Effective Date.
6.10 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.
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Richard L. George, |
Sue Lee |
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President and Chief Executive Officer |
Senior Vice President, HR&C |
Adopted by and pursuant to a Resolution of the Board of Directors of Suncor Energy Inc. dated January 25, 2007 .
Ratified and approved pursuant to a resolution of the shareholders of Suncor Energy Inc. dated April 26, 2007.
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SCHEDULE A
Share Option Certificate
Suncor Energy Inc. (the Company), for good and valuable consideration, hereby grants to the Participant named below Options to purchase the number of Common Shares of the Company set forth below. The Options shall be subject to the terms and conditions set forth in the SunShare 2012 Performance Share Option Plan dated September 28, 2007, as the same may be amended or replaced from time to time (Plan), all of the terms of which are incorporated by reference herein, and in addition shall be in accordance with and subject to the terms set forth below:
Name of Participant: |
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«First_Name» «Last_Name» |
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Effective Date of Grant: |
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XXXXXXX |
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Number of Common Share |
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Options: |
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«Grant» |
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Exercise Price: |
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$00.00 (Canadian currency) |
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Expiry Date of Option: |
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September 27, 2014, subject to earlier expiry as specified in the Plan. |
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Vesting: |
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The Options shall vest as set forth in the Plan, conditional upon achievement of the Performance Criteria described in the Plan |
The number of Options represented by this Certificate are subject to adjustment as set out in the Plan, including upon a subdivision or consolidation of the Common Shares, or reorganization of the Company.
In the event the Participants contribution to achievement of the Performance Criteria is reduced by certain events, including without limitation (i) the Participant ceases to be an Employee of the Company or a Subsidiary for any reason, including without limitation by reason of termination of Employment with or without cause or notice, the Participants death, Retirement or Permanent Disability, (ii) the Participants status changes from Regular Full-Time Employment to Regular Part-Time Employment, or (iii) in certain other circumstances, all as more particularly described in the Plan, the Plan provides for adjustments to the quantum and timing of Vesting of Options hereunder, and for cancellation or early expiry of Options hereunder prior the expiry date stated above, without notice or compensation. The terms of the Plan relating to the foregoing are available on request from the Plan Administrator.
The grant of this Option shall not be construed as giving the Participant the right to remain in the employment of the Company or any Subsidiary. This Option is not transferable and shall be canceled and of no further effect upon any purported transfer, subject to the sole exception that Options may pass to the Participants heirs or legal personal representatives on the Participants death, subject to the provisions for the adjustment, cancellation and early expiry of Options as specified in the Plan.
By the Participants acceptance of this certificate and the Option evidenced hereby, the Participant confirms and agrees to be bound by all the terms of the Plan. In the event of any conflict or inconsistency between this certificate and the Plan (including without limitation any guideline, rule, regulation, interpretation or determination in connection with the Plan), the provisions of the Plan (or any guideline, rule, regulation, interpretation or determination in connection with the Plan) shall prevail.
All capitalized terms used in this certificate shall have the respective meaning set out in the Plan.
Dated as of the day of , 20 .
Suncor Energy Inc. |
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Richard L. George |
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President and Chief Executive Officer |
The Senior Vice President, Human Resources and Communications (SVP HR&C) will administer and interpret this Plan under the authority of the Committee as its delegate, and on request from the Committee shall make recommendations to the Committee in the exercise of its powers with respect to matters reserved to the authority of the Committee.
Each of the SVP, HR&C, and the Chief Executive Officer (CEO) of the Company, subject to the terms of this Plan and to the Guidelines, are hereby delegated the following authority and in exercising the powers so delegated shall be deemed to be the Administrator of the Plan, namely:
1. Subject to Award Guidelines, determine the number of Options granted, including the Initial Grants, to Participants under this Plan where such number of Options is expressed in the Award Guidelines as a range, and determine whether a Participant shall also be granted LARs in respect of such Participants Related Options .
2. After the Initial Grants, approve the selection of Participants to participate in the Plan by receiving Options, with or without LARs, under this Plan but subject to the Award Guidelines.
The SVP, HR&C shall:
3. Report to the Committee on a quarterly basis on the number of Options granted under this Plan during the preceding quarter pursuant to the authority delegated to the SVP, HR&C and the CEO, detailing the names of the Participants and number of Options granted hereunder to each Participant.
Notwithstanding the foregoing delegation of authority, only the Committee shall have the authority, subject to any required regulatory approval:
4. After the Initial Grants, which are provided for expressly in this Plan and in the Guidelines, to grant Options to Employees in Senior Executive positions as identified in the Award Guidelines (Senior Executives).
5. To otherwise waive any restriction on participation or Vesting with respect to any Senior Executive or to make any other material determination under this Plan with respect to a Senior Executive.
Exhibit 5
Opinion of Janice B. Odegaard, Vice President, Associate General Counsel and Corporate Secretary of the Registrant, as to the legality of the Common Shares being registered
March 4, 2008
SECURITIES AND EXCHANGE
COMMISSION
450 Fifth Street N.W.
Judiciary Plaza
Washington, DC
USA 20546
Dear Sir:
Re: Suncor Energy Inc. Form S-8 Registration Statement
I am Vice President, Associate General Counsel and Corporate Secretary with Suncor Energy Inc. (the Corporation). This opinion is given in connection with the Corporations Form S-8 to be filed with the United States Securities and Exchange Commission on or about March 4, 2008 (the Registration Statement) relating to the issuance by the Corporation of up to 1,000,000 common shares (Common Shares) of the Corporation, issuable in connection with options (the Options) granted pursuant to the Suncor Energy Inc. SunShare 2012 Performance Share Option Plan (the SunShare 2012 Plan) in the manner set forth in the Registration Statement.
In giving this opinion, I have reviewed and examined such corporate proceedings and other documents, have considered such matters of law and made such inquiries of officers of the Corporation as I have considered appropriate and necessary in order to enable me to give the opinion expressed herein. As to certain matters of fact which have not been independently established, I have relied upon certificates of public officials. For the purposes of this opinion, I have assumed the genuineness of all signatures, the authenticity of all documents reviewed, and the conformity to the originals of all documents reviewed and which are conformed, facsimile or photostat copies thereof.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has allotted and reserved the Common Shares to be issued and sold upon the exercise of the Options.
2. Upon the exercise of the Options and receipt by Suncor of payment in full for the Common Shares, such Common Shares when sold as contemplated by the SunShare 2012 Plan will be duly and validly issued as fully paid and non-assessable.
The opinions expressed herein relate only to the laws of the Province of Alberta and the federal laws of Canada applicable therein. This opinion is effective as of the date hereof and you shall have the right to rely on this opinion only in connection with the registration of the Common Shares. No person other than the addressee hereof shall have the right to rely on this opinion for any purpose whatever without my prior written consent.
I hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to the references to my name in this Registration Statement.
Yours truly,
SUNCOR ENERGY INC.
Janice B. Odegaard |
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Janice B. Odegaard |
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Vice President, Associate General |
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Counsel and Corporate Secretary |
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PricewaterhouseCoopers LLP |
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Chartered Accountants |
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111 5th Avenue SW, Suite 3100 |
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Calgary, Alberta |
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Canada T2P 5L3 |
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Telephone +1 (403) 509 7500 |
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Facsimile +1 (403) 781 1825 |
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration Statement of Suncor Energy Inc. (the Company) on Form S-8 dated March 4, 2008, of our report dated February 27, 2008 relating to the consolidated balance sheets as at December 31, 2007 and 2006 and the consolidated statements of operations and comprehensive income, cash flows and changes in shareholders equity for each of the years in the three year period ended December 31, 2007 and relating to the effectiveness of internal control over financial reporting as at December 31, 2007 of the Company included in the Annual Report of the Company on Form 40-F for the fiscal year ended December 31, 2007.
PRICEWATERHOUSECOOPERS LLP
Chartered Accountants
Calgary, Alberta
March 4, 2008
PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.
Exhibit 23.3
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Principal Officers:
Harry Jung, P.
Eng.
Dana B.
Laustsen, P. Eng.
Keith M.
Braaten, P. Eng.
Officers / Vice Presidents:
Terry L. Aarsby, P. Eng. Jodi L. Anhorn, P. Eng. Neil I. Dell, P. Eng. David G. Harris, P. Geol. Myron J. Hladyshevsky, P. Eng. Bryan M. Joa, P. Eng. John H. Stilling, P. Eng. Douglas R. Sutton, P. Eng. James H. Willmon, P. Eng. |
LETTER OF CONSENT
TO: Suncor Energy Inc.
Re: Suncor Energy Inc. (the Corporation)
We refer to the following reports prepared by GLJ Petroleum Consultants Ltd.:
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the letter reports dated February 19, 2008, as to the synthetic crude oil reserves effective December 31, 2007 associated with the Corporations oil sands operations located near Fort McMurray, Alberta; |
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summary report dated February 11, 2008, as to the Firebag Project effective December 31, 2007; and |
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the Reserves Determination and Evaluation of the Canadian Oil and Gas Properties of the Corporations Natural Gas effective December 31, 2007, dated February 11, 2008 (collectively, the Report). |
We consent to the incorporation by reference in the Registration Statement of the Corporation on Form S-8 dated March 4, 2008, of our name, reference to and excerpts from the said reports by the Corporation relating to the reserves of the Corporation included in the Annual Report of the Corporation on Form 40-F for the fiscal year ended December 31, 2007.
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Yours truly, |
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GLJ PETROLEUM CONSULTANTS LTD. |
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ORIGINALLY SIGNED BY |
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Dana B. Laustsen, P. Eng. |
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Executive Vice-President |
Calgary, Alberta
Date: March 4, 2008
4100, 400 - 3 rd Avenue S.W., Calgary, Alberta, Canada T2P 4H2 · (403) 266-9500 · Fax (403) 262-1855 · GLJPC.com
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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Richard L. George |
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Name: |
RICHARD L. GEORGE |
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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Mel Benson |
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Name: |
MEL BENSON |
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:
(ii) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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Brian A. Canfield |
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Name: |
BRIAN A. CANFIELD |
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 his name and on her behalf:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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Eira M. Thomas |
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Name: |
EIRA M. THOMAS |
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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Bryan P. Davies |
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Name: |
BRYAN P. DAVIES |
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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Brian Felesky |
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Name: |
BRIAN FELESKY |
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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John T. Ferguson |
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Name: |
JOHN T. FERGUSON |
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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W. Douglas Ford |
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Name: |
W. DOUGLAS FORD |
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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John Huff |
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Name: |
JOHN R. HUFF |
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 his name and on his behalf:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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M. Ann McCaig |
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Name: |
M. ANN McCAIG |
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:
(i) a Registration Statement on Form S-8 (the "Sunshare 2012 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 Sunshare 2012 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 SunShare 2012 Option Plan Registration Statement;
(iii) 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 9th day of November, 2007.
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Michael OBrien |
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Name: |
MICHAEL O'BRIEN |