[Month, Year] Award STOCK OPTION AND LIMITED RIGHTS AGREEMENT Under the

Exhibit 10.3

[Month, Year] Award

STOCK OPTION AND LIMITED RIGHTS AGREEMENT

Under the

SUNOCO, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN II

This Stock Option and Limited Rights Agreement (the “Agreement”) entered into as of                      (the “Agreement Date”), by and between Sunoco, Inc. (“Sunoco”) and                     , who is an employee of Sunoco or one of its Affiliates (the “Participant”);

W I T N E S S E T H:

WHEREAS, in order to make certain awards to key employees and directors of Sunoco and its Affiliates, Sunoco maintains the Sunoco, Inc. Long-Term Performance Enhancement Plan II (the “Plan”), approved by shareholders at Sunoco’s 2001 Annual Meeting; and

WHEREAS, the Plan is administered by a Committee (the “Committee”) appointed by Sunoco’s Board of Directors and consisting of at least two (2) members of such Board, each of whom meets the applicable requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code; and

WHEREAS, the Board and/or Committee has determined to make the following award to the Participant pursuant to the terms and conditions of the Plan:

(1) an option to purchase shares of common stock of Sunoco; and

(2) certain limited appreciation rights in tandem with such option; and

WHEREAS, the Participant has determined to accept such award;

NOW, THEREFORE, Sunoco and the Participant each intending to be legally bound hereby, agree as follows:

ARTICLE I

OPTION TO PURCHASE COMMON STOCK

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.

Notwithstanding anything herein to the contrary, however, the Stock Option will be canceled immediately where the Participant’s employment has been terminated at any time for Just Cause.

(1) be signed by the Participant;

(2) state the Participant’s election to exercise the Stock Option;

(3) specify the number of whole shares of Common Stock with respect to which the Stock Option is being exercised;

(4) be accompanied by a check payable to Sunoco, in the amount of the full Option Price for the number of shares purchased. Alternatively, the Participant may pay all or a portion of the Option Price by:

(i) delivering to Sunoco shares of previously owned Common Stock having an aggregate Fair Market Value (valued as of the date of exercise) equal to the amount of cash that would otherwise be required, in which event, the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or

accompanied by duly executed stock powers to transfer the same to Sunoco; provided, however, that before they may be used as payment of the Option Price, shares of Common Stock issued under:

(a) the Plan,

(b) the Sunoco, Inc. Executive Long-Term Stock Investment Plan, and/or

(c) the Sunoco, Inc. Long-Term Performance Enhancement Plan, must have been held by the Participant at least six (6) months.

(ii) by authorizing a third party to sell a sufficient portion of the shares of Common Stock acquired upon exercise of the Stock Option and remit to Sunoco a sufficient portion of the sale proceeds to pay the entire Option Price and tax withholding resulting from such exercise.

Notwithstanding the foregoing, six (6) months after the exercise of the Stock Option, such shares of Common Stock may be used as payment of the Option Price of shares issued upon the exercise of other Stock Options. However, the shares will be issued as restricted shares.

(B) upon the expiration of ninety (90) calendar days following the date of termination of the Participant’s employment, other than for Just Cause;

provided, however, that the Limited Rights awarded in tandem with such Stock Option shall not terminate and such Limited Rights shall remain exercisable during the Exercise Period for any Participant whose employment relationship with Sunoco or one of its Affiliates has been terminated as a result of any Qualifying Termination.

Under no circumstances shall the exercise period set forth in this Section 1.6 extend to or beyond the Expiration Date.

ARTICLE II

LIMITED RIGHTS

Limited Rights shall not be exercisable, either in whole or in part, on or after the Limited Rights Expiration Date. Unless fully exercised by the Limited Rights Expiration Date, the Limited Rights shall automatically be canceled to the extent not yet exercised.

Within ninety (90) days after the date of exercise, Sunoco will pay to the Participant, for each Limited Right exercised, the amount of payment as determined pursuant to Section 2.5 below, reduced by an amount equal to the taxes which Sunoco is required by law to withhold by reason of such exercise.

ARTICLE III

GENERAL PROVISIONS

prior to the delivery of any certificate or certificates for such shares. 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 which the Participant already owns, or to which the Participant is otherwise entitled under the Plan, having a value as of the date of exercise sufficient to satisfy the applicable tax obligation.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.