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  SunCoke Energy, Inc.  Annual Incentive Plan  Page 1 of 9  Exhibit 10.4  SUNCOKE ENERGY, INC.    ANNUAL INCENTIVE PLAN    ARTICLE I    PURPOSE  SunCoke Energy, Inc. (“SunCoke”) hereby establishes this SunCoke Energy, Inc. Annual  Incentive Plan (the “AIP”) to govern the annual incentive bonuses paid to Eligible Employees  for services on and after January 1, 2022.  This document reflects an amendment and restatement  approved by the Compensation Committee of the SunCoke Board of Directors (the  “Compensation Committee”) on December  8, 2021.  ARTICLE II  ELIGIBILITY  The AIP applies to “Eligible Employees” of SunCoke, any successor to SunCoke, any subsidiary  or affiliate that has adopted the AIP, or a corporation succeeding to the business of SunCoke, or  any subsidiary or affiliate, by merger, consolidation or liquidation or purchase of assets or stock  or similar transaction.  “Eligible Employees” means non-union, active employees of SunCoke or  its participating affiliates who are engaged in non-temporary, full-time salaried or hourly  employment and who are either (i) at a director/general manager level or above or (ii) below the  level of director/general manager and whose annual participation in the AIP is approved by the  Chief Executive Officer of SunCoke (the “CEO”) in the CEO’s sole discretion.  A full-time  employee is an employee who is regularly scheduled to work thirty or more hours per week.  ARTICLE III  ADMINISTRATION  The AIP shall be administered by (i) the Compensation Committee in the case of the Eligible  Employees who are at a director/general manager level or above, and (ii) the CEO in the case of all  other Eligible Employees (in each case, the “Administrator”).  Each Administrator shall have such  duties and powers as may be necessary to discharge its duties under the AIP with respect to the  applicable Eligible Employees, including, but not by way of limitation, the following:  (i) To construe and interpret the AIP in its absolute discretion and to determine all  questions arising in the administration, interpretation and application of the AIP (including,  without limitation, the discretionary authority set forth herein).  Any such actions,  determinations or decisions of the Administrator shall be conclusive and binding on applicable  Eligible Employees and SunCoke.  (ii) To prepare and distribute, in such manner as the Administrator determines to be  appropriate and in accordance with applicable laws, information explaining the AIP. 





 






  SunCoke Energy, Inc.  Annual Incentive Plan  Page 2 of 9    (ii) To receive from SunCoke, participating affiliates and Eligible Employees such  information as may be necessary for the proper administration of the AIP.  (iv) To appoint or employ individuals to assist in the administration of the AIP and any  other agents it deems advisable, including legal counsel.  Unless the Administrator determines otherwise or except as otherwise provided in the AIP, reference  to prorated or pro rata within the AIP shall be determined based on a fraction, the denominator of  which will be 12, and the numerator of which will be the relevant number of full  calendar months.      None of SunCoke, the members of the Compensation Committee, nor the CEO shall be liable for any  action taken or not taken or decision made or not made in good faith relating to the AIP or any award  thereunder.  ARTICLE IV  BASE AMOUNT    A base amount (“Base Amount”) shall be established for each Eligible Employee with respect to  the fiscal year of SunCoke for which the applicable Annual Bonus is paid (the “Applicable Year”).   The Base Amount shall be the product of the Eligible Employee’s (i) annual base salary rate as of  December 31 of the Applicable Year, exclusive of benefits, bonuses, equity grants and premium  pay, multiplied by (ii) his or her applicable annual guideline percentage as determined by the  Administrator for such Applicable Year, taking into account any change in annual guideline  percentage that occurs during the Applicable Year, in which case unless otherwise determined by the  Administrator, the guideline percentage will be prorated based on the portion of the year that each  guideline percentage applied.  ARTICLE V  GENERAL ANNUAL BONUS CALCULATION  For each Applicable Year, the Administrator shall designate in writing (i) other participating  affiliates, if any, (ii) the performance goal(s) to be attained for such Applicable Year, (iii) the  weighting of each performance goal as a percentage of the Base Amount, (iv) the payout factors  for each performance goal, (v) the maximum payout factor for the Individual Performance Factor,  and (vi) the maximum Annual Bonus (as a percentage of the Base Amount) that can be paid to an  Eligible Employee for the Applicable Year.  At the end of each Applicable Year, each Eligible Employee’s Base Amount will be increased or  decreased depending upon the Company Performance Factor and the Individual Performance  Factor for the Eligible Employee.    Company Performance Factor.  The “Company Performance Factor” is a weighted  average percentage between 0% and a maximum percentage, determined by the  





 






SunCoke Energy, Inc.  Annual Incenitve Plan  Page 3 of 9  Administrator after the end of each Applicable Year based on the level of attainment of  each performance goal, the weighting of each such goal and the payout factor for each such  goal.  Individual Performance Factor.  The “Individual Performance Factor” is a percentage  between 0% and a maximum percentage established by the Administrator that is based on  the performance of each Eligible Employee during the Applicable Year.  The Individual  Performance Factor shall be determined by the Administrator after the end of each  Applicable Year, and shall take into consideration the overall performance of the Eligible  Employee and his or her contribution to the organization during the Applicable Year.  The Individual Performance Factor is subject to further limitation by the aggregate pool of  funds available for distribution to all Eligible Employees under the AIP (the “Pool”).  The  Pool is equal to the product of (i) the sum of the Base Amount of all Eligible Employees  multiplied (ii) by the Company Performance Factor.  Subject to the discretion of the Administrator, set forth under Article VI Administrator  Discretion, the proration provision sets forth under Article VII Prorations, and the change in  control provisions set forth under Article IX Change in Control, the Annual Bonus is to be  determined as follows:  The Annual Bonus for each Eligible Employee under the AIP for the Applicable Year is  determined by multiplying (i) the product of the Company Performance Factor and the  Individual Performance Factor by (ii) the Eligible Employee’s Base Amount.  In no event  shall the total Annual Bonus paid to any Eligible Employee exceed the maximum amount  set by the Administrator for each Applicable Year.  Except as set forth below under Article VII Prorations, or as otherwise determined by the  Administrator, no Annual Bonus shall be paid to any Eligible Employee whose employment with  Suncoke or an affiliate terminates for any reason prior to the Annual Bonus payment date.    ARTICLE VI  ADMINISTRATOR DISCRETION  Notwithstanding anything in the AIP to the contrary, the applicable Administrator may withhold  payment of the Annual Bonus or, alternatively, reduce the amount of the Annual Bonus otherwise  payable to any Eligible Employee or any group of Eligible Employees who work for business or  operating units of SunCoke or any of its affiliates (collectively, an “Eligible Employee Group”) if  the Administrator in its reasonable discretion determines that such Eligible Employee or Eligible  Employee Group has either (i) failed to act in accordance with acceptable performance standards  during such Applicable Year, or (ii) acted in a manner detrimental to the interests or reputation of  SunCoke or any of its affiliates.  Furthermore, the Administrator may, in its reasonable discretion,  redistribute the amount of any such withholding or reduction in whole or in part to an Eligible  Employee or Eligible Employee Group whom the Administrator reasonably determines has  performed in a manner that exceeds expectations during such Applicable Year, subject to the  maximum Annual Bonus limitation set by the Administrator.  





 






SunCoke Energy, Inc.  Annual Incenitve Plan  Page 4 of 9  The Administrator may also increase the Amount of the Annual Bonus otherwise payable to any  Eligible Employee or Eligible Employee Group, subject to the maximum Annual Bonus limitation  set by the Administrator; provided, however, that the Administrator cannot increase the Pool as  determined in Article V  General Annual Bonus Calculation.  ARTICLE VII  PRORATIONS  New Hires.  Any Eligible Employee hired as of January 1st through September 30 shall be eligible  for a prorated portion of his or her Annual Bonus for the Applicable Year in which the date of hire  occurs.  Eligible Employees hired as of October 1st through December 31st shall not be eligible to  receive an Annual Bonus for the Applicable Year in which the date of hire occurs.  Termination Due to Death, Permanent Disability, Retirement.  The Annual Bonus shall be  prorated, as applicable, in the event of an Eligible Employee’s termination of employment prior to  December 31 of an Applicable Year due to death, permanent disability (as determined under the  SunCoke’s long term disability program) or Retirement.  For the purposes of the AIP:  (i) “Retirement” 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 SunCoke and its affiliates, equals  at least 65 years.  (ii) “Just Cause” shall mean (a) the willful and continued failure of the Eligible  Employee to substantially perform the Eligible Employee’s duties with  SunCoke or its  affiliates (other than any such failure resulting from incapacity due to physical or mental  illness), after a written demand for substantial performance is delivered to the Eligible  Employee by the applicable Administrator (or the Board of Directors in the case of an  Eligible Employee who is an executive officer) that specifically identifies the manner in  which it is believed that the Eligible Employee has not substantially performed his or her  duties; (b) the Eligible Employee’s conviction of a felony; (c) willful misconduct by the  Eligible Employee in connection with his or her employment duties or responsibilities to  Suncoke or its affiliates (including, but not limited to, dishonest or fraudulent acts); (d) the  Eligible Employee’s failure to comply in other than an insignificant manner with a policy  of SunCoke or any affiliate or (e) the Eligible Employee’s gross misconduct that the  Administrator determines in good faith adversely and materially affects the business or  reputation of SunCoke.  Leave of Absence.  The Annual Bonus shall be prorated in the event an Eligible Employee is on  an approved leave of absence (other than military leave), and such leave of absence extends for  longer than 12 consecutive weeks during the Applicable Year.  The prorated portion of the Annual  Bonus shall be based on the Eligible Employee’s number of full weeks of active (non-leave)  employment during the Applicable Year.  Involuntary Termination, other than for Just Cause.  In the case of an Eligible Employee  whose employment is terminated due to a SunCoke-designated job elimination or reduction in  





 






SunCoke Energy, Inc.  Annual Incenitve Plan  Page 5 of 9  force, or as the result of a “Qualifying Termination” pursuant to either the SunCoke Energy, Inc.  Involuntary Termination Plan, or the SunCoke Energy, Inc. Involuntary Executive Severance Plan:  (i) if the Eligible Employee’s termination of employment occurs prior to April  1 of a calendar year, then such Eligible Employee will be entitled to the annual cash bonus  payable for the prior year, to the extent not yet paid;  (ii) if the Eligible Employee’s termination of employment occurs between April  1 and December 31st of a calendar year, then such Eligible Employee will be entitled to a  pro rata portion of the target annual cash bonus for which he or she is eligible, adjusted for  actual SunCoke performance for the calendar year in which the termination of employment  occurs, based on such Eligible Employee’s salary or wages earned through the termination  of employment. The applicable pro rata portion will be equal to a fraction, the denominator  of which will be 12, and numerator of which will be the number of full calendar months  during the calendar year the Eligible Employee worked.  Unless otherwise required by the  provisions of either the SunCoke Energy, Inc. Involuntary Termination Plan, or the  SunCoke Energy, Inc. Involuntary Executive Severance Plan, such prorated bonus will be  paid on the customary payout date, which shall be no later than March 15th of the  subsequent calendar year.     Other Termination of Employment.  Notwithstanding the foregoing, the Administrator may, in  its sole discretion, (i) award a prorated Annual Bonus to an Eligible Employee whose termination  of employment occurs prior to December 31 of an Applicable Year, or (ii) award a full or prorated  Annual Bonus to an Eligible Employee whose termination occurs after December 31st of an  Applicable Year but prior to the Annual Bonus payment date (such proration to be determined by  the Administrator in its sole discretion).  ARTICLE VIII  PAYMENT OF ANNUAL BONUS  The Annual Bonus will be paid on or before March 15th following the end of each Applicable  Year.  ARTICLE IX  CHANGE IN CONTROL  Notwithstanding anything in the AIP to the contrary:  (i) If a Change in Control occurs during an Applicable Year, the Eligible Employees  for such Applicable Year shall continue to have at least the same AIP bonus opportunity  as in effect immediately prior to the Change in Control, and the AIP shall not be terminated,  or amended or administered, so that the Eligible Employee’s Annual Bonus opportunity  for such Applicable Year is reduced in any way.  (ii) If, as a result of the Change in Control, one or more of the performance goals in  effect for the Applicable Year cannot be reasonably determined, or would be adversely  





 






SunCoke Energy, Inc.  Annual Incenitve Plan  Page 6 of 9  affected, the Administrator in its discretion shall either (a) replace one or more of such  performance goals with performance goals intended to replicate on an equitable basis the  performance goal in effect immediately prior to the Change in Control or (b) provide that  the then current performance goals shall be deemed met at the target level or if greater, the  forecasted full year performance immediately prior to the Change in Control.  (iii) The Total Annual Bonus for each Eligible Employee under the AIP for the  Applicable Year in which the Change in Control occurs shall be determined by multiplying  (a) the Company Performance Factor by (b) the Eligible Employee’s Base Amount.  (iv) For purposes of this Section, “Change in Control” shall mean:   (a) The acquisition by any person (within the meaning of Section 13(d)(3) or  14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of  beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange  Act) of 20% or more of either (I) the then outstanding shares of common stock of SunCoke  or (II) the combined voting power of the then outstanding voting securities of SunCoke  entitled to vote generally in the election of directors; provided, however, that for purposes  of this clause (a), the following acquisitions shall not constitute a Change in Control: (A)  any acquisition directly from SunCoke, (B) any acquisition by SunCoke, (C) any  acquisition by any employee benefit plan (or related trust) sponsored or maintained by  SunCoke or any company controlled by, controlling or under common control with the  SunCoke, or (D) any acquisition by any entity pursuant to a transaction that complies with  clauses (c)(I), (c)(II) and (c)(III) of this definition.   (b) Individuals who, as of the date that the AIP became effective, constitute the  Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a  majority of the Board of Directors; provided, however, that any individual becoming a  director subsequent to the date hereof whose election, or nomination for election by the  stockholders of SunCoke, was approved by a vote of at least a majority of the directors  then comprising the Incumbent Board shall be considered as though such individual were  a member of the Incumbent Board, but excluding, for this purpose, any such individual  whose initial assumption of office occurs as a result of an actual or threatened election  contest with respect to the election or removal of directors or other actual or threatened  solicitation of proxies or consents by or on behalf of a person other than the Board of  Directors.   (c) Consummation of a reorganization, merger, statutory share exchange or  consolidation or similar corporate transaction involving SunCoke or any of its Subsidiaries,  a sale or other disposition of all or substantially all of the assets of SunCoke or the  acquisition of assets or stock of another entity by SunCoke or any of its Subsidiaries, in  each case unless, following such business combination:    (I) all or substantially all of the individuals and entities that were the  beneficial owners of the then outstanding SunCoke common stock and the then  outstanding SunCoke voting securities immediately prior to such business combination  





 






SunCoke Energy, Inc.  Annual Incenitve Plan  Page 7 of 9  beneficially own, directly or indirectly, more than 50% of the then outstanding shares  of common stock and the combined voting power of the then outstanding voting  securities entitled to vote generally in the election of directors, as the case may be, of  the corporation resulting from such business combination (including, without  limitation, a corporation that, as a result of such transaction, owns SunCoke or all or  substantially all of the assets of SunCoke, either directly or through one or more  subsidiaries) in substantially the same proportions as their ownership immediately prior  to such business combination of the then outstanding SunCoke common stock and the  then outstanding SunCoke voting securities, as the case may be;    (II) no person (excluding any corporation resulting from such business  combination or any employee benefit plan (or related trust) of SunCoke or such  corporation resulting from such business combination or any of their respective  subsidiaries) beneficially owns, directly or indirectly, 20% or more of, respectively, the  then outstanding shares of common stock of the corporation resulting from such  business combination or the combined voting power of the then-outstanding voting  securities of such corporation, except to the extent that such ownership existed prior to  the business combination; and    (III) at least a majority of the members of the board of directors of the  corporation resulting from such business combination were members of the Incumbent  Board at the time of the execution of the initial agreement or of the action of the Board  of Directors providing for such business combination; or    (d) Approval by the stockholders of SunCoke of a complete liquidation or  dissolution of SunCoke.  ARTICLE X  GENERAL PROVISIONS    Tax Withholding.  Suncoke and its affiliates shall have the right to make all payments or  distributions pursuant to the AIP to an Eligible Employee, net of any applicable federal, state and  local taxes required to be paid or withheld.  Suncoke and its affiliates shall have the right to  withhold from wages, Annual Bonuses or other amounts otherwise payable to such Eligible  Employee such withholding taxes as may be required by law, or to otherwise require the Eligible  Employee to pay such withholding taxes.  Recoupment.    All Annual Bonuses shall be subject to the terms and conditions of any  applicable forfeiture, reduction, recoupment, cancellation or clawback policies, practices or  provisions adopted by SunCoke from time to time, and any applicable forfeiture, reduction,  recoupment, cancellation or clawback requirements imposed under applicable laws, rules or  regulations or any applicable securities exchange listing standards.  Offset.  To the extent permitted by law, SunCoke may offset against any payments to be made to  an Eligible Employee or his or her beneficiary under the AIP any amounts owing to SunCoke or  its affiliates from the Eligible Employee for any reason.   





 






SunCoke Energy, Inc.  Annual Incenitve Plan  Page 8 of 9  No Individual Rights.  No Eligible Employee has a right to be granted any Annual Bonus under  the AIP.   Suncoke and the Administrator have no obligation for uniformity or similarity of  treatment of Eligible Employees under the AIP.  No Right to Continued Employment or Service.  Neither the action of SunCoke in establishing  the AIP, nor any action taken by SunCoke or the Administrator under the provisions hereof, nor  any provision of the AIP shall be construed to constitute an employment contract or as giving  any Eligible Employee any right to continue in the employ of, or to continue any other service  relationship with, Suncoke or any affiliate or limit in any way the right of Suncoke or any  affiliate to terminate an Eligible Employee’s employment or service at any time, with or without  cause.  No Trust or Fund.  The AIP is intended to constitute an “unfunded” bonus program and is not  intended to constitute a plan subject to the provisions of the Employee Retirement Income  Security Act of 1974, as amended.  Nothing contained herein will require Suncoke or any  affiliate to segregate any monies or other property or to create any trusts, or to make any special  deposits for any amounts payable to any Eligible Employee.  No Eligible Employee will have  any rights that are greater than those of a general unsecured creditor of SunCoke.  Choice of Law.   The AIP, all Annual Bonuses and all determinations made and actions taken  under the AIP, to the extent not otherwise governed by the laws of the United States, will be  governed by the laws of the State of Delaware without giving effect to principles of conflicts of  law.    Section 409A.  The AIP and Annual Bonues granted under the AIP are intended to be exempt  from the requirements of Section 409A of the Internal Revenue  Code of 1986, as amended  (“Section 409A”) to the maximum extent possible; provided, however, that SunCoke and  Administrator makes no representations that Annual Bonuses granted under the AIP shall be  exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A  from applying to Annual Bonuses granted under the Plan and shall not be liable for any penalties  or costs to an Eligible Employee Participant resulting from the application of Section 409A to  the AIP or any Annual Bonuses granted hereunder.  Successors.   The AIP shall be binding upon and inure to the benefit of SunCoke and its  successors and assigns.     ARTICLE XI  AMENDMENT AND TERMINATION    Except as provided above under Article IX Change in Control, the AIP may be terminated,  amended or modified in any respect at any time, and from time to time, with respect to the  applicable Eligible Employees, at the Compensation Committee’s sole discretion.  Following a  Change in Control, the AIP may not be terminated, amended or modified with respect to the  Applicable Year in which the Change in Control occurs, except as provided above under the  heading “Change in Control.”  





 






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