sxc-202010xkex1054






Exhibit 10.5.4      RESTRICTED SHARE UNIT AGREEMENT  under the  SUNCOKE ENERGY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN    This Restricted 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 or its duly appointed sub-committee (the  Compensation Committee or such sub-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 Restricted Share Units (“RSUs”), 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 RSUs being  conditioned upon the Participant’s continued employment with SunCoke or one of its Affiliates through  the end of the applicable vesting period; 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 RESTRICTED 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) Number of RSUs:  ___________________  (d) Vesting Periods:  Subject to continued employment through the applicable  vesting date, the RSUs shall vest as follows:    • 33% on _________________________  • 33% on _________________________  • Remainder on ____________________  (e) Form of Payment:   Stock for RSUs; cash for Dividend Equivalents  





 






      Page 2 of 5  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 RSUs.  Subject to the terms and conditions of the Plan and this Agreement,  the Participant is hereby granted the number of RSUs 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 actual number of RSUs.  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.  Vesting and payment of Dividend  Equivalents will correspond to the vesting and settlement of the RSUs with respect to which the  Dividend Equivalents relate.  1.4 Payment of RSUs and Related Dividend Equivalents.  (a) Except as set forth in Section 1.5(b) below, payout of this Award is conditioned  upon the Participant’s continued employment with SunCoke or one of its Affiliates through the  end of the applicable Vesting Period as set forth in 1.1(d) above.  (b) Actual payment in respect of the vested RSUs and the vested Dividend  Equivalent Account shall be made to the Participant within two (2) months after the end of the  applicable Vesting Period.  (1) Payment in respect of vested RSUs.  Payment  for vested  RSUs  earned shall be made in shares of Common  Stock. The number of shares of Common  Stock paid to the Participant shall be equal to the number of RSUs that vest at the end  of the applicable vesting period.  (2) Payment of Related Dividend Equivalents.  The Participant will be  entitled to receive from SunCoke, within two (2) months after the end of  the applicable  Vesting Period, a cash payment in respect of the related Dividend Equivalents that  vested for such Vesting Period.  Applicable federal, state and local taxes shall be withheld in accordance with Section 2.2  below.  1.5 Termination of Employment.  (a) Termination of Employment - In General.  Upon termination of the Participant’s  employment with SunCoke and its Affiliates for any reason other than a Qualifying Termination  or due to death, permanent disability or retirement, the Participant shall forfeit 100% of such  Participant’s RSUs that have not vested, 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 RSUs.  (b) Qualifying Termination of Employment or Termination of Employment Due to  Death or Permanent Disability.  In the event of the Participant’s Qualifying Termination or  termination of employment due to death or permanent disability, the Participant’s outstanding  RSUs immediately shall vest and shall settle within two (2) months following such termination  of employment, and the Dividend Equivalents that correspond to the RSUs that vest pursuant  to this sentence shall be paid within two (2) months following such termination of employment.   For purposes of this Section 1.5(b), a Participant shall have a “permanent disability” if he is  found to be disabled under the terms of SunCoke’s long-term disability policy in effect at the  





 






      Page 3 of 5  time of the Participant’s termination due to such condition or if the Committee in the exercise  of its sole discretion makes such determination.  (c) Termination Due to Retirement.  Upon termination of the Participant’s  employment with SunCoke and its Affiliates due to retirement,   (1) If retirement occurs during the calendar quarter in which the  Agreement Date occurs, the Participant shall forfeit 100% of the RSUs granted  pursuant to this Agreement, together with the related Dividend Equivalents, and the  Participant shall not be entitled to receive any Common Stock or payment of any  Dividend Equivalents with respect to the forfeited RSUs;  (2) If retirement occurs during the first calendar quarter immediately  following the calendar quarter in which the Agreement Date occurs, the Participant  shall forfeit 75% of the RSUs granted pursuant to this Agreement, together with the  related Dividend Equivalents, and the Participant shall not be entitled to receive any  Common Stock or payment of any Dividend Equivalents with respect to such forfeited  RSUs.  The remaining 25% (unforfeited) RSUs will continue to vest in accordance with  the vesting schedule set forth in Section 1 of this Agreement;  (3) If retirement occurs during the second calendar quarter following the  calendar quarter in which the Agreement Date occurs, the Participant shall forfeit 50%  of the RSUs granted pursuant to this Agreement, together with the related Dividend  Equivalents, and the Participant shall not be entitled to receive any Common Stock or  payment of any Dividend Equivalents with respect to such forfeited RSUs.  The  remaining 50% (unforfeited) RSUs will continue to vest in accordance with the vesting  schedule set forth in Section 1 of this Agreement;  (4) If retirement occurs during the third calendar quarter following the  calendar quarter in which the Agreement Date occurs but before the last day of such  third calendar quarter, the Participant shall forfeit 25% of the RSUs granted pursuant  to this Agreement, together with the related Dividend Equivalents, and the Participant  shall not be entitled to receive any Common Stock or payment of any Dividend  Equivalents with respect to such forfeited RSUs.  The remaining 75% (unforfeited)  RSUs will continue to vest in accordance with the vesting schedule set forth in Section  1 of this Agreement; and  (5) If retirement occurs at or any time following the end of the calendar  year in which the Agreement Date occurs, then Participant’s outstanding RSUs  granted pursuant to this Agreement will not be forfeited and will continue to vest in  accordance with the vesting schedule set forth in Section 1 of this Agreement.  For purposes of this Section 1.5(c), 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 Company and its Affiliates equals  at least 65 years.  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 RSU Award covered by this Agreement and the terms and  





 






      Page 4 of 5  conditions of the Plan under which such RSUs are granted, the provisions in the Plan shall govern  and prevail. The RSUs, 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 Dividend  Equivalents, 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 RSUs, 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 RSUs) having  a value, as of the date that such vested RSUs 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.  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:  





 






      Page 5 of 5  (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.  The Award is conditioned upon the  acceptance by the Participant of the terms and conditions of the Award as set forth in the Agreement.  * * *  The 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.