sxc-202010xkex1056






Exhibit 10.5.6  Page 1 of 6      PERFORMANCE SHARE UNIT AGREEMENT  under the  SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN  This Performance Share Unit Agreement (the “Agreement”), is entered into as of _______________   (the “Agreement Date”), by and between SunCoke Energy, Inc. (“SunCoke”) and _______________, an  employee of SunCoke or one of its Affiliates (the “Participant”).  W I T N E S S E T H:  WHEREAS, the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan (the “Plan”) is  administered by the Compensation Committee (the “Committee”), and the Committee has determined to  grant to the Participant, pursuant to the terms and conditions of the Plan, an award (the “Award”) of  Performance Share Units (“PSUs”), representing rights to receive shares of Common Stock, which Award is  subject to a risk of forfeiture by the Participant, with the payout of such PSUs being conditioned upon the  attainment of performance goals established by the Committee for the applicable performance period and the  Participant’s continued employment with SunCoke or one of its Affiliates through the Determination Date (as  defined herein); and  WHEREAS, the Participant has determined to accept such Award.  NOW, THEREFORE, in consideration of these premises and the mutual promises of each of the  Parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, SunCoke and the Participant, each intending to be legally bound hereby, agree  as follows:  ARTICLE I  AWARD OF PERFORMANCE SHARE UNITS  1.1 Identifying Provisions.  For purposes of this Agreement, the following terms shall have the  following respective meanings:  (a) Participant:  _________________________  (b) Grant Date:  _________________________  (c) Target Number of Total PSUs:  ___________________, in the aggregate, divided  as follows:  (i) A target number of ___________ PSUs (Adj. EBITDA), the eventual payout  of which is dependent upon the level of attainment of certain targets for three- year cumulative adjusted earnings before interest, taxes, depreciation and  amortization (“Adj. EBITDA”), and further adjusted for three-year total  shareholder return (“TSR”), relative to the NASDAQ U.S. Benchmark Iron &  Steel Total Return Index, as more particularly described on “Exhibit A,”  attached hereto.    (ii) A target number of _________   PSUs (ROIC), the eventual payout of which  is dependent upon the level of attainment of certain targets for three-year  average pre-tax return on invested capital, including coke, logistics and  unallocated corporate cost, but excluding discontinued operations and legacy  costs [e.g., Black Lung, pensions and other post-employment benefits]  (“ROIC”), and further adjusted for TSR, relative to the NASDAQ U.S.  





 






      Page 2 of 6  Benchmark Iron & Steel Total Return Index, as more particularly described on  “Exhibit A,” attached hereto.    (d) Performance Period:  Three-year period beginning on January 1, _____ and ending  on December 31, _____.  The term “PSUs” used herein shall mean and refer to the PSUs (Adj. EBITDA) and PSUs (ROIC)  collectively.  Any initially capitalized terms and phrases used in this Agreement but not otherwise defined  herein, shall have the respective meanings ascribed to them in the Plan.  1.2 Award of PSUs.  Subject to the terms and conditions of the Plan and this Agreement, the  Participant is hereby granted the target number of total PSUs set forth in Section 1.1.  1.3 Dividend Equivalents.  The Participant shall be entitled to receive payment from SunCoke  in an amount equal to each cash dividend (“Dividend Equivalent”) payable subsequent to the Grant Date,  just as though such Participant, on the record date for payment of such dividend, had been the holder of  record of shares of Common Stock equal to the target number of PSUs.  SunCoke shall establish a  bookkeeping methodology to account for the Dividend Equivalents to be credited to the Participant.  The  Dividend Equivalents will not bear interest.    1.4 Adjustment, Vesting and Payment of PSUs and Dividend Equivalents.  (a) Adjustment.  (1) The target number of total PSUs subject to each PSU Award shall be adjusted  by the Committee after the end of the Performance Period, based on the level of achievement  of the performance goal(s) established with respect to the Performance Period as set forth in  the attached Exhibit A. The date that the Committee determines the level of performance goal  achievement applicable to the Award is the “Determination Date”.  (2) Dividend Equivalents will be subject to the same adjustment, determined by  multiplying the amount of Dividend Equivalents as of the Determination Date by the  percentage adjustment made to the PSUs.  (b) Vesting.  Except as set forth in Section 1.5(b), (c) and (d) below, a Participant shall  become vested in this PSU Award and related Dividend Equivalents on the Determination Date, if  the  Participant remains in continuous employment with SunCoke or one of its Affiliates until the  Determination Date.  PSUs and Dividend Equivalents that do not vest shall be forfeited.  (c) Payment.  Except as set forth in Section 1.5(b) and (c) below, actual payment for  vested PSUs and vested Dividend Equivalents shall be made to the Participant within one month after  the Determination Date.  (1) Payment for vested PSUs.  Payment for vested PSUs shall be made in shares  of Common Stock.  The number of shares of Common Stock paid to the Participant shall be  equal to the aggregate total number of PSUs that vest on the Determination Date.  (2) Payment of Related Dividend Equivalents.  Payment for the vested Dividend  Equivalents will be made in cash.  1.5 Termination of Employment.  (a) Termination of Employment - In General.  Upon termination of the Participant’s  employment with SunCoke and its Affiliates prior to the Determination Date for any reason other than  a Qualifying Termination or due to death or permanent disability or Retirement, the Participant shall  forfeit 100% of such Participant’s PSUs, together with the related Dividend Equivalents, and the  Participant shall not be entitled to receive any Common Stock or any payment of any Dividend  Equivalents with respect to the forfeited PSUs.  





 






      Page 3 of 6  (b) Qualifying Termination of Employment.  In the event of the Participant’s Qualifying  Termination prior to the Determination Date, the Participant’s outstanding PSUs and Dividend  Equivalents shall vest immediately as follows:  (i) For the PSUs (Adj. EBITDA):  at the higher of (A) the target level, or (B) the actual  performance level attained for Adj. EBITDA; and  (ii) For the PSUs (ROIC):  at the higher of (A) the target level, or (B) the actual  performance level attained for ROIC,  in each case, calculated as of the fiscal quarter ending on, or immediately prior to, the date of the  Change in Control, and adjusted for TSR (calculated as of the date of the Change in Control), relative  to the NASDAQ U.S. Benchmark Iron & Steel Total Return Index, as more particularly described on  “Exhibit A,” attached hereto.  Each of such vested PSUs (Adj. EBITDA) and PSUs (ROIC) shall be  paid in the form described in Section 1.4(c) above within one month following such Qualifying  Termination.  (c) Termination of Employment Due to Death or Permanent Disability.  In the event of the  Participant’s termination of employment due to death or permanent disability prior to the Determination  Date, the Participant’s outstanding PSUs and Dividend Equivalents shall vest immediately at the  target level and be paid in the form described in Section 1.4(c) above within one month following such  termination of employment.  (d) Termination Due to Retirement.  [In the event of the Participant’s termination of  employment with SunCoke and its Affiliates prior to the Determination Date due to Retirement, the  Participant’s PSUs and Dividend Equivalents shall remain outstanding and shall be adjusted at the  end of the performance period as described in Section 1.4. The Participant shall vest in a pro rata  portion of the adjusted PSUs determined by multiplying the number of PSUs by a fraction, the  numerator of which is the number of full months that have elapsed from the beginning of the  performance period to the employment termination date and the denominator of which is the number  of full months in the performance period. The Participant also shall vest in the adjusted pro rata portion  of the related Dividend Equivalents. The Participant’s PSUs and Dividend Equivalents that vest shall  be paid in the form described in Section 1.4(c) above within one month following the Determination  Date.]  [In the event of the Participant’s termination of employment with SunCoke and its Affiliates  prior to the Determination Date due to Retirement, the Participant’s PSUs and Dividend Equivalents  shall remain outstanding.  In the event of a Service Retirement, the Participant’s PSUs and Dividend  Equivalents shall be adjusted at the end of the performance period as described in Section 1.4 and  the Participant shall vest in a pro rata portion of the adjusted PSUs determined by multiplying the  number of PSUs by a fraction, the numerator of which is the number of full months that have elapsed  from the beginning of the performance period to the employment termination date and the  denominator of which is the number of full months in the performance period.  The Participant in the  event of a Service Retirement also shall vest in the adjusted pro rata portion of the related Dividend  Equivalents.  In the event of an Age 65 Retirement, the Participant’s PSUs and Dividend Equivalents  shall be adjusted at the end of the performance period as described in Section 1.4 and the Participant  shall vest in the adjusted PSUs and also shall vest in the adjusted related Dividend Equivalents.  The  Participant’s PSUs and Dividend Equivalents that vest upon Retirement shall be paid in the form  described in Section 1.4(c) above within one month following the Determination Date.]  For purposes of this Section 1.5,  (i) [A Participant’s termination of employment shall not be deemed to be a  “Retirement” unless: (x) such termination is other than for Just Cause; (y) the Participant has  attained at least 55 years of age; and (z) the Participant’s age, when added to such  Participant’s years of credited service with the SunCoke and/or its Affiliates, equals at least 65  years;]  [There are two types of “Retirement” - “Age 65 Retirement” and “Service  Retirement”, “Age 65 Retirement” occurs upon a Participant’s termination of employment  





 






      Page 4 of 6  after the Participant has attained at least 65 years of age and completed five years of credited  service with SunCoke and its Affiliates; “Service Retirement” occurs upon a Participant’s  termination of employment before Age 65 Retirement but after (y) the Participant has attained  at least 55 years of age; and (z) the Participant’s age, when added to such Participant’s years  of credited service with SunCoke and its Affiliates, equals at least 65 years.  Notwithstanding  the foregoing, a Participant’s termination of employment shall not be deemed to be a  “Retirement” unless: there is no Just Cause;] and   (ii) A Participant shall have a “permanent disability” if such Participant is found  to be disabled, under the terms of SunCoke’s long-term disability policy in effect at the time of  the Participant’s termination, due to such condition or if the Committee in its discretion makes  such determination.  ARTICLE II  GENERAL PROVISIONS  2.1 Effect of Plan; Construction.  The entire text of the Plan is expressly incorporated herein by  this reference and so forms a part of this Agreement.  In the event of any inconsistency or discrepancy  between the provisions of the PSU Award covered by this Agreement and the terms and conditions of the  Plan under which such PSUs are granted, the provisions in the Plan shall govern and prevail.  The PSUs, the  related Dividend Equivalents and this Agreement are each subject in all respects to, and SunCoke and the  Participant each hereby agree to be bound by, all of the terms and conditions of the Plan, as the same may  have been amended from time to time in accordance with its terms.  2.2 Tax Withholding.  All distributions under this Agreement are subject to withholding of all  applicable taxes.  (a) Payment in Cash.  Cash payments in respect of any vested PSU or Dividend  Equivalent shall be made net of any applicable federal, state, or local withholding taxes.  (b) Payment in Stock.  Immediately prior to the payment of any shares of Common Stock  to Participant in respect of vested PSUs, the Participant shall remit an amount sufficient to satisfy any  Federal, state and/or local withholding tax due on the receipt of such Common Stock.  At the election  of the Participant, and subject to such rules as may be established by the Committee, such withholding  obligations may be satisfied through the surrender of shares of Common Stock (otherwise payable to  Participant in respect of such vested PSUs) having a value, as of the date that such vested PSUs first  became payable, sufficient to satisfy the applicable tax obligation.  2.3 Administration.  Pursuant to the Plan, the Committee is vested with conclusive authority to  interpret and construe the Plan, to adopt rules and regulations for carrying out the Plan, and to make  determinations with respect to all matters relating to this Agreement, the Plan and Awards made pursuant  thereto.  The authority to manage and control the operation and administration of this Agreement shall be  likewise vested in the Committee, and the Committee shall have all powers with respect to this Agreement as  it has with respect to the Plan.  Any interpretation of this Agreement by the Committee, and any decision  made by the Committee with respect to this Agreement, shall be final and binding.  2.4 Amendment.  This Agreement may be amended in accordance with the terms of the Plan.  2.5 Captions.  The captions at the beginning of each of the numbered Sections and Articles  herein are for reference purposes only and will have no legal force or effect.  Such captions will not be  considered a part of this Agreement for purposes of interpreting, construing or applying this Agreement and  will not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms and  conditions.  





 






      Page 5 of 6  2.6 Governing Law.  The validity, construction, interpretation and effect of this instrument shall  be governed exclusively by and determined in accordance with the law of the State of Delaware (without  giving effect to the conflicts of law principles thereof), except to the extent preempted by federal law, which  shall govern.  2.7 Notices.  All notices, requests and demands to or upon the respective parties hereto to be  effective shall be in writing, by facsimile, by overnight courier or by registered or certified mail, postage prepaid  and return receipt requested.  Notices to SunCoke shall be deemed to have been duly given or made upon  actual receipt by SunCoke.  Such communications shall be addressed and directed to the parties listed below  (except where this Agreement expressly provides that it be directed to another) as follows, or to such other  address or recipient for a party as may be hereafter notified by such party hereunder:  (a) If to SunCoke:  SunCoke Energy, Inc.  Compensation Committee of the Board of Directors  1011 Warrenville Road  Lisle, IL  60532  Attention:  Corporate Secretary  (b) If to the Participant: To the address for Participant as it appears on  SunCoke’s records.  2.8 Severability.  If any provision hereof is found by a court of competent jurisdiction to be  prohibited or unenforceable, it shall, as to such jurisdiction, be ineffective only to the extent of such prohibition  or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision  to the extent it is not prohibited or unenforceable, nor invalidate the other provisions hereof.  2.9 Entire Agreement.  This Agreement constitutes the entire understanding and supersedes  any and all other agreements, oral or written, between the parties hereto, in respect of the subject matter of  this Agreement and embodies the entire understanding of the parties with respect to the subject matter hereof.  2.10 Forfeiture.  The shares of Common Stock or cash payments received in connection with the  Award granted pursuant to this Agreement constitute incentive compensation.  The Participant agrees that  any shares of Common Stock or cash payments received with respect to the Award will be subject to any  clawback/forfeiture provisions applicable to SunCoke that are required by any law in the future, including,  without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and/or any applicable  regulations.  *     *     *  This Award is conditioned upon the acceptance by the Participant of the terms and conditions of the  Award as set forth in this Agreement.  To accept this Agreement, a Participant must access E*Trade  Financial Services’ website.             





 






      Page 6 of 6             Exhibit A      SUNCOKE ENERGY, INC.  Long Term Performance Enhancement Plan  Performance Share Unit Agreement    [Target Metrics for Adjusted EBITDA and Pre-Tax Return on Invested Capital]