Deferred Compensation Plan



 Exhibit 10.35 

 
  

 
 SUNCOKE ENERGY, INC.
DIRECTORS’ DEFERRED COMPENSATION PLAN 
 (Effective as of June 1, 2011) 

 
  
  

 
  







 ARTICLE I 
 Definitions 
 As used in this Plan, the following terms shall have the
meanings herein specified: 
 1.1 Business Combination - shall have the meaning provided herein at Section 1.3(c).

 1.2 Cash Unit - shall mean the entry in a Deferred Compensation Account of a credit equal to One Dollar ($1.00).

 1.3 Change in Control - shall mean the occurrence of any of the following events: 

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act of 1934, as amended) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then-outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that, for purposes of this Section (a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company, or (D) any acquisition by any entity pursuant to
a transaction that complies with Sections (c)(1), (c)(2) and (c)(3) of this definition; 
 (b) Individuals who,
as of the effective date of this Plan, 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 Company’s shareholders, 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 the Company or any of its subsidiaries, a sale or other disposition of
all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business
Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding 

  
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Company Voting Securities immediately prior to such Business Combination 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 the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business Combination) 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 (3) 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 shareholders of the Company of a complete liquidation or dissolution of the Company;

 provided, however, that in no event shall the IPO or the subsequent distribution of Shares from Sunoco, Inc. to
the Sunoco, Inc. shareholders (the “Distribution”) constitute a Change in Control. 
 1.4 Committee -
shall mean the Nominating and Governance Committee of the Board of Directors of SunCoke Energy, Inc. 
 1.5 Company -
shall mean SunCoke Energy, Inc., a Delaware corporation. The term “Company” shall include any successor to SunCoke Energy, Inc., any subsidiary or affiliate which has adopted the Plan, or a corporation succeeding to the business of SunCoke
Energy, Inc., or any subsidiary or affiliate by merger, consolidation, liquidation or purchase of assets or stock or similar transaction. 
 1.6 Compensation - shall mean those fees and retainers payable by the Company to a Participant in consideration for his or her service as a Director. 

1.7 Deferred Compensation Account - shall mean, with respect to any Participant, the total amount of the Company’s liability
for payment of voluntary deferred compensation to the Participant under this Plan, including any accumulated interest and/or Dividend Equivalents. 
 1.8 Deferred Payment Election Form - shall mean and refer to the written election by a Participant, in the form prescribed by the Committee, to voluntarily defer the payment of all or a portion of
such Participant’s Compensation under this Plan pursuant to Article II hereof. 

  
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 1.9 Director - shall mean a member of the Board of Directors of SunCoke Energy, Inc.

 1.10 Dividend Equivalent - shall mean the entry in a Deferred Compensation Account or a Restricted Deferred
Compensation Account of a dividend credit with respect to a Share Unit, each Dividend Equivalent being equal to the dividend paid from time to time on a Share. 
 1.11 Incumbent Board - shall have the meaning provided herein at Section 1.3(b). 
 1.12 Interest Equivalent - shall mean the entry in a Deferred Compensation Account of an interest credit with respect to a Cash Unit, compounded on the basis of the balance in the
Participant’s Deferred Compensation Account, applying the interest factor approved by the Committee each year for such purpose. 
 1.13 “IPO” - shall mean the initial public offering of SunCoke Energy, Inc. 
 1.14 IRC - shall mean the Internal Revenue Code of 1986, as amended. 
 1.15
Outstanding Company Common Stock - shall have the meaning provided herein at Section 1.3(a). 
 1.16 Outstanding
Company Voting Securities - shall have the meaning provided herein at Section 1.3(a). 
 1.17 Participant -
shall mean a Director who has elected to defer the receipt of Compensation or a Director who is required to defer the receipt of the Restricted Share Units in accordance with the terms of this Plan. 

1.18 Person - shall have the meaning provided herein at Section 1.3(a). 

1.19 Plan - shall mean this Directors’ Deferred Compensation Plan, as it may be amended from time to time, and shall be
effective for deferrals of Compensation pursuant to Article III and crediting of Restricted Share Units pursuant to Article IV. 

1.20 Restricted Deferred Compensation Account - shall mean, with respect to any Participant, the total amount of the
Company’s liability for payment of Restricted Share Units to the Participant under this Plan. 
 1.21 Restricted Share
Unit - shall mean the entry in a Restricted Deferred Compensation Account of a credit with a value that corresponds to one Share. 
 1.22 Separation from Service - shall mean a “separation from service,” as defined under Section 409A of the IRC and Treasury Regulation §1.409A, from the Company and any entity
that would be treated as a single employer with the Company under Section 414(b) or 414(c) of the IRC. 
 1.23 Share
- shall mean a share of the Company’s authorized common stock ($0.01 par value per share) and any share or shares of stock of the Company hereafter issued or issuable in substitution or exchange for each such share. 

  
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 1.24 Share Unit - shall mean the entry in a Deferred Compensation Account of a credit
equal to one Share. 
 ARTICLE II 
 Voluntary Deferral of Directors’ Compensation 
 2.1 Election to
Defer. 
 (a) A Participant may elect to defer all or a portion of the Compensation attributable to services
to be performed by the Participant by filing a written notice of election with the Committee on the form(s) prescribed by the Committee and in accordance with the terms of this Plan. 

(b) Each Participant’s deferral election form(s) shall specify: 

 

	 	(1)	the percentage of Compensation to be deferred, determined in accordance with Section 2.2; 


 

	 	(2)	the form of deferral, being either Cash Units, Share Units, or a combination of the two and the percentage allocations of such deferrals, determined in accordance with
Section 3.1; 

  

	 	(3)	with respect to the initial deferral election only, the method of payment in accordance with Section 3.7; and 


 

	 	(4)	the designation of a beneficiary as set forth in Article V. 

 2.2 Amount of Deferral. The amount of Compensation to be deferred shall be designated by the Participant as a percentage of the Director’s Compensation in multiples of five percent
(5%) but shall not be less than ten percent (10%). 
 2.3 Time of Election. 

(a) New Director Elections. An election to defer Compensation by a newly elected Director must be filed and
received by the Committee no later than the 30-day period following his or her election to the Board, which election shall apply only to Compensation earned for services performed after the date of such election and such election shall apply solely
with respect to the year in which such newly elected Director becomes a Director, subject to Section 3.7 as it pertains to the method of payment, which method of payment shall be determined in a Participant’s initial deferral election and
shall apply to a Participant’s entire Deferred Compensation Account. An election to defer, made in accordance with this Section 2.3(a), shall be irrevocable as of such time the election is filed and received by the Committee. 

(b) All Other Elections. This Section 2.3(b) shall apply with respect to all elections by Directors under this
Plan, other than with respect to elections covered by Section 2.3(a). An election to defer must be filed and received by the Committee by the 

  
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end of the calendar year preceding the calendar year in which the services are performed to which the Compensation is attributable. Any such deferral election shall apply only to Compensation
attributable to services to be performed on or after the first day of the calendar year following the calendar year in which the election is received by the Committee, subject to Section 3.7 as it pertains to the method of payment, which method
of payment shall be determined in a Participant’s initial deferral election and shall apply to a Participant’s entire Deferred Compensation Account. An election to defer, made in accordance with this Section 2.3(b) shall be
irrevocable as of December 31 of the year preceding the calendar year in which the Participant earns the Compensation. A separate election form shall be filed for each calendar year. 

ARTICLE III 
 Voluntary Deferred Compensation Accounts 
 3.1 Creation of Voluntary
Deferred Compensation Accounts. Compensation deferred hereunder shall be credited to a Deferred Compensation Account established by the Company for each Participant. The Participant must elect at the time of the deferral election to convert the
deferred compensation to either Cash Units or Share Units, which shall be credited to a Participant’s Deferred Compensation Account as set forth in the Plan. 
 3.2 Crediting Share Units. Share Units shall be credited to a Participant’s Deferred Compensation Account at the time the Compensation otherwise would have been paid had no election to defer
been made. The number of Share Units to be credited to the Deferred Compensation Account shall be determined by dividing the Compensation by the average closing price for Shares as published in the Wall Street Journal under the caption “New
York Stock Exchange Composite Transactions” for the period of ten (10) trading days immediately prior to the day on which the Compensation would otherwise have been paid. Any fractional Share Units shall also be credited to a
Participant’s Deferred Compensation Account. The number of Share Units in a Deferred Compensation Account shall be appropriately adjusted by the Committee in the event of changes in the Company’s outstanding common stock by reason of a
stock dividend or distribution, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like, and such adjustments shall be conclusive. Share Units shall not entitle any person to the rights of a stockholder.

 3.3 Crediting Cash Units. Cash Units shall be credited to a Participant’s Deferred Compensation Account at the
time Compensation would otherwise have been paid had no election to defer been made. 
 3.4 Crediting Dividend
Equivalents. For Share Units, the Company shall credit the Participant’s Deferred Compensation Account with Dividend Equivalents equal to the dividends declared on Shares, and with such Dividend Equivalents denominated in additional Share
Units. The crediting shall occur as of the date on which said dividends are paid on Shares. The number of Share Units to be credited to the Deferred Compensation Account shall be calculated by dividing the Dividend Equivalents by the average closing
price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days


  
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immediately prior to the day on which the dividends are paid on Shares. Any fractional Share Units shall also be credited to a Participant’s Deferred Compensation Account. 

3.5 Crediting Interest Equivalents. For Cash Units credited to a Participant’s Deferred Compensation Account, the Company
shall credit the Participant’s Deferred Compensation Account on a quarterly basis with an Interest Equivalent. 
 3.6
Share Unit Conversion. Immediately upon termination of Board service, and so prior to the commencement of any payout or distribution of any amounts hereunder, a Participant may make a one-time election to convert to Cash Units all or a
portion of the balance of the Share Units in such Participant’s Deferred Compensation Account. Any Share Units so converted to Cash Units as a result of this one-time conversion election shall be valued at the average closing price for Shares
as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to such one time
conversion election. In the event of any such conversion, with respect to Cash Units credited to a Participant’s Deferred Compensation Account, the Company shall credit the Participant’s Deferred Compensation Account on a quarterly basis
with an Interest Equivalent. 
 3.7 Method of Payment. In the case of a Participant’s initial deferral election
only, a Participant may elect a lump-sum payment or of a number of annual installments (not to exceed three) for the payment of the Participant’s entire Deferred Compensation Account (including any Dividend Equivalents and Interest Equivalents
attributable thereto). Any payment election made by a Participant in connection with his or her initial deferral election under the Plan shall apply to the entire Deferred Compensation Account. The method of payment must be irrevocably specified by
the Participant in his or her initial deferral election. If the Participant does not select a method of payment in his or her initial deferral election, the Participant’s entire Deferred Compensation Account (including any Dividend Equivalents
and Interest Equivalents attributable thereto) will be distributed in a lump sum payment. 
 3.8 Time of Payment.

 (a) Except as provided in Section 3.8(b) or Article VII hereof, payment of the
portion of a Participant’s Deferred Compensation Account attributable to Compensation deferred (including any Dividend Equivalents and Interest Equivalents attributable thereto) shall be made at, or shall commence on, January 15th of the calendar year following the calendar year in which the
Participant’s Separation from Service occurs; provided, however, that in the event that the Participant is a “specified employee” within the meaning of IRC Section 409A (as determined in accordance with the methodology
established by the Company as in effect on the Separation from Service) (a “Specified Employee”), such payment shall instead be made on the first business day after the date that is six months following the Participant’s Separation
from Service (the “Delayed Payment Date”) if the Delayed Payment Date is later than
January 15th of the calendar year following the
calendar year in which the Participant’s Separation from Service occurs. Any successive annual installment payments shall be made on January 15th of each such successive year. If a Participant elected annual installments pursuant to Section 3.7, (x) the
amount of the first payment shall be a fraction of the balance in the 

  
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Participant’s Deferred Compensation Account as of the payment date, the numerator of which is one and the denominator of which is the total number of annual installments elected, and
(y) the amount of each subsequent payment shall be a fraction of the balance in the Participant’s Deferred Compensation Account as of each subsequent payment date, the numerator of which is one and the denominator of which is the total
number of installments elected minus the number of installments previously paid. 
 (b) In the event of the
Participant’s death prior to the final payment of all amounts credited to his or her Deferred Compensation Account, the balance of his or her Deferred Compensation Account shall be paid in accordance with Article V, on the date that is thirty
(30) days after the Participant’s death. 
 (c) The Participant shall receive payment in cash for all
deferred compensation credited to such Participant’s Deferred Compensation Account. Share Units credited to the Participant’s Deferred Compensation Account shall be valued at the average closing price for Shares as published in the Wall
Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to the payment date designated in
accordance with this Section 3.8. 
 ARTICLE IV 

Restricted Deferred Compensation Accounts 
 4.1 Creation of Restricted Deferred Compensation Accounts. Compensation deferred under this Article IV shall be credited to a Restricted Deferred Compensation Account established by the Company for
each Participant. 
 4.2 Crediting Share Units. If the Committee elects to do so, prior to the year for which the amount
will be credited in conjunction with either the Participant’s election or re-election to the Board, a yearly dollar amount (“Yearly Credit”) will be credited to a Participant’s Restricted Deferred Compensation Account in the form
of Restricted Share Units. The number of Restricted Share Units credited to a Participant’s Restricted Deferred Compensation Account shall be determined by dividing the Yearly Credit by the average closing price for Shares as published in the
Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to the Company’s annual
meeting. Any fractional Restricted Share Units shall also be credited to a Participant’s Restricted Deferred Compensation Account. The number of Restricted Share Units in a Restricted Deferred Compensation Account shall be appropriately
adjusted by the Committee in the event of changes in the Company’s outstanding common stock by reason of a stock dividend or distribution, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like, and such
adjustments shall be conclusive. Restricted Share Units shall not entitle any person to the rights of a stockholder. 
 4.3
Crediting Dividend Equivalents. The Company shall credit the Participant’s Restricted Deferred Compensation Account with Dividend Equivalents equal to the dividends declared on Shares, and with such Dividend Equivalents denominated in
additional Share Units. 

  
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The crediting shall occur as of the date on which said dividends are paid on Shares. The number of Restricted Share Units to be credited to the Restricted Deferred Compensation Account shall be
calculated by dividing the Dividend Equivalents by the average closing price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite Transactions”) or any other publication selected by the
Committee for the period of ten (10) trading days immediately prior to the day on which the dividends are paid on Shares. Any fractional Restricted Share Units shall also be credited to a Participant’s Restricted Deferred Compensation
Account. 
 4.4 Restricted Share Unit Conversion. Immediately upon termination of Board service, and so prior to the
commencement of any payout or distribution of any amounts hereunder, a Participant may make a one-time election to convert to Cash Units all or a portion of the balance of Restricted Share Units in such Participant’s Restricted Deferred
Compensation Account. Any Restricted Share Units so converted to Cash Units as a result of this one-time conversion election shall be valued at the average closing price for Shares as published in the Wall Street Journal (under the caption “New
York Stock Exchange Composite Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to such one-time conversion election. In the event of any such conversion, with
respect to Cash Units credited to a Participant’s Restricted Deferred Compensation Account, the Company shall credit the Participant’s Restricted Deferred Compensation Account on a quarterly basis with an Interest Equivalent. 

4.5 Time of Payment. Except as provided in the immediately following sentence or in Article VII hereof, all
payments of a Participant’s Restricted Deferred Compensation Account shall be made on January 15th of the calendar year following the calendar year in which the Participant’s Separation from Service occurs; provided, however, that in the event that the Participant is a Specified Employee, such
payment shall instead be made on the Delayed Payment Date if the Delayed Payment Date is later than
January 15th of the calendar year following the
calendar year in which the Participant’s Separation from Service occurs. In the event of a Participant’s death prior to the final payment of all amounts credited to his or her Restricted Deferred Compensation Account, the balance of his or
her Restricted Deferred Compensation Account shall be paid in accordance with Article V, on the date that is thirty (30) days after the Participant’s death. 
 4.6 Method of Payment. Participant shall receive payment in a lump sum in cash of all deferred compensation credited to the Participant’s Restricted Deferred Compensation Account. Share Units
credited to the Participant’s Restricted Deferred Compensation Account shall be valued at the average closing price for Shares as published in the Wall Street Journal (under the caption “New York Stock Exchange Composite
Transactions”) or any other publication selected by the Committee for the period of ten (10) trading days immediately prior to the payment date. 

  
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 ARTICLE V 
 Designation of Beneficiaries 
 5.1 Designation of Beneficiary. The
Participant shall name one or more beneficiaries and contingent beneficiaries to receive any payments due Participant at the time of death. No designation of beneficiaries shall be valid unless in writing signed by the Participant, dated and filed
with the Committee during the lifetime of such Participant. A subsequent beneficiary designation will cancel all beneficiary designations signed and filed earlier under this Plan, and such new beneficiary designation shall be applied to all amounts
previously credited to the Participant’s Deferred Compensation Account (or Restricted Deferred Compensation Account, as the case may be), as well as to any amounts to be credited to such Participant’s Deferred Compensation Account (or
Restricted Deferred Compensation Account, as the case may be), prospectively. In case of a failure of designation, or the death of the designated beneficiary without a designated successor, distribution shall be paid in one lump sum to the estate of
the Participant. 
 5.2 Spouse’s Interest. The interest in any amounts hereunder of a spouse who has predeceased the
Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

 5.3 Survivor Benefits. In the event of a Participant’s death, any balances in the Participant’s Deferred
Compensation Account and Restricted Deferred Compensation Account shall be paid in a lump sum to the designated beneficiary(ies) in accordance with Section 3.8 or Section 4.5, as applicable. 

ARTICLE VI 

Source of Payments 
 All payments of deferred compensation shall be paid in cash from the general funds of the Company and the Company shall be under no obligation to segregate any assets in connection with the maintenance of
a Deferred Compensation Account or Restricted Deferred Compensation Account, nor shall anything contained in this Plan nor any action taken pursuant to the Plan create or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and Participant. Title to the beneficial ownership of any assets, whether cash or investments, which the Company may designate to pay the amount credited to the Deferred Compensation Account or a Restricted Deferred Compensation
Account shall at all times remain in the Company and Participant shall not have any property interest whatsoever in any specific assets of the Company. Participant’s interest in the Deferred Compensation Account or a Restricted Deferred
Compensation Account shall be limited to the right to receive payments pursuant to the terms of this Plan and such rights to receive payments shall be no greater than the right of any other unsecured general creditor of the Company. 

  
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 ARTICLE VII 
 Change in Control 
 7.1 Effect of Change in Control on Payment. Upon
the occurrence of a Change in Control (provided that the Change in Control is also a “change in the ownership of the corporation,” a “change in effective control of the corporation” or a “change in the ownership of a
substantial portion of the assets of the corporation” for purposes of IRC Section 409A, and the regulations issued thereunder), the balance of a Participant’s Deferred Compensation Account and Restricted Deferred Compensation Account,
determined as of the valuation date immediately preceding the Change in Control (with any Share Units valued based on the average closing price for Shares as published in the Wall Street Journal under the caption “New York Stock Exchange
Composite Transactions” for the period of ten (10) trading days immediately prior to the Change in Control), shall be distributed to the Participant in a single lump sum payment. 

7.2 Amendment on or after Change in Control. On or after a Change in Control, or before, but in connection with, a Change in
Control, no action, including by way of example and not of limitation, the amendment, suspension or termination of the Plan, shall be taken which would adversely affect the rights of any Participant or the operation of this Article VII with respect
to the balance in the Participant’s accounts immediately before such action. 
 7.3 Attorney’s Fees. The
Company shall pay all legal fees and related expenses incurred by or with respect to a Participant during his lifetime or within ten (10) years after his death in seeking to obtain or enforce any payment, benefit or right such Participant may
be entitled to under the Plan after a Change in Control. Reimbursement shall be made on or before the close of the calendar year following the calendar year in which the expense was incurred. The amount of expenses eligible for reimbursement under
this provision in one calendar year may not affect the amount of expenses eligible for reimbursement under this provision in any other calendar year. The Participant (or the Participant’s representative) shall reimburse the Company for such
fees and expenses at such time as a court of competent jurisdiction, or another independent third party having similar authority, determines that the Participant’s (or the Participant’s representative’s) claim was frivolously brought
without reasonable expectation of success on the merits thereof. 
 ARTICLE VIII 

Amounts Taxable under IRC Section 409A 
 Upon a determination that any amounts deferred under the Plan are included in the gross income of a Participant pursuant to IRC Section 409A, as amended, and the regulations issued thereunder, such
amounts shall be distributed to the Participant. 
 ARTICLE IX 

Nonalienation of Benefits 
 Participant shall not have the right to sell, assign, transfer or otherwise convey or 

  
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encumber in whole or in part the right to receive any payment under this Plan except in accordance with Article V. 
 ARTICLE X 
 Acceptance of Terms 

The terms and conditions of this Plan shall be binding upon the heirs, beneficiaries and other successors in interest of Participant to
the same extent that said terms and conditions are binding upon the Participant. 
 ARTICLE XI 

Administration of the Plan 
 The Plan shall be administered by the Committee, which may make such rules and regulations and establish such procedures for the administration of this Plan as it deems appropriate. In the event of any
dispute or disagreements as to the interpretation of this Plan or of any rule, regulation or procedure or as to any questioned right or obligation arising from or related to this Plan, the decision of the Committee shall be final and binding upon
all persons. 
 ARTICLE XII 
 Termination and Amendment 
 The Plan may be terminated at any time by the
Board of Directors of SunCoke Energy, Inc. and may be amended at any time by the Committee; provided, however, that no such amendment or termination shall adversely affect the rights of Participants or their beneficiaries with respect to amounts
credited to Deferred Compensation Accounts or Restricted Deferred Compensation Accounts prior to such amendment or termination, without the written consent of the Participant. 
 ARTICLE XIII 
 Construction 

In the case any one or more of the provisions contained in this Plan shall be invalid, illegal or unenforceable in any respect the
remaining provisions shall be construed in order to effectuate the purposes hereof and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 

ARTICLE XIV 
 Governing Law 
 This Plan shall be construed in accordance with and
governed by the laws of the State of Delaware. 

  
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