STOCK OPTION AGREEMENT Under the SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLANStock Option Agreement • August 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This Stock Option Agreement (the “Agreement”) entered into as of July 21, 2011 (the “Agreement Date”), by and between SunCoke Energy, Inc. (“SunCoke”) and Frederick A. Henderson, who is an employee of SunCoke or one of its Affiliates (the “Participant”);
TAX SHARING AGREEMENT DATED AS OF JULY 18, 2011 BY AND AMONG SUNOCO, INC. AND SUNCOKE ENERGY, INC. (for itself and on behalf of each member of the SpinCo Group)Tax Sharing Agreement • August 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 18, 2011, by and among Sunoco, Inc., a Pennsylvania corporation (“Distributing”), and SunCoke Energy, Inc., a Delaware corporation and a wholly owned subsidiary of Distributing (“SpinCo”), for itself and on behalf of each member of the SpinCo Group (as defined below).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SUNOCO, INC. AND SUNCOKE ENERGY, INC. DATED AS OF JULY 18, 2011Separation and Distribution Agreement • August 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 18, 2011 (this “Agreement”), is by and between Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), and SunCoke Energy, Inc., a Delaware corporation (“SunCoke”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of July 18, 2011 (this “Agreement”), is by and between SunCoke Energy, Inc., a Delaware corporation (“SunCoke”), and Sunoco, Inc., a Pennsylvania corporation (“Sunoco”).
RESTRICTED SHARE UNIT AGREEMENT under the SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLANRestricted Share Unit Agreement • August 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This Restricted Share Unit Agreement (the “Agreement”), entered into as of July 21, 2011 (the “Agreement Date”), by and between SunCoke Energy, Inc. (“SunCoke”) and Frederick A. Henderson, an employee of SunCoke or one of its Affiliates (the “Participant”);
RESTRICTED SHARE UNIT AGREEMENT under the SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLANRestricted Share Unit Agreement • August 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This Restricted Share Unit Agreement (the “Agreement”), entered into as of July 21, 2011 (the “Agreement Date”), by and between SunCoke Energy, Inc. (“SunCoke”) and Michael J. Thomson, an employee of SunCoke or one of its Affiliates (the “Participant”);
GUARANTY, KEEP WELL, AND INDEMNIFICATION AGREEMENT by and among SUNOCO, INC. SUNCOKE ENERGY, INC. and the other Parties hereto Dated as of July 18, 2011Indemnification Agreement • August 3rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This GUARANTY, KEEP WELL, AND INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of July 18, 2011, is by and among Sunoco, Inc., a Pennsylvania corporation (“Sunoco”), SunCoke Energy, Inc., a Delaware corporation (“SunCoke”), and the other entities signatory to this Agreement (together with SunCoke and each other member of the SunCoke Group that executes a Joinder to this Agreement in accordance with Section 2.01(b), each, a “SunCoke Group Obligor” and collectively, the “SunCoke Group Obligors”).
