Exhibit 10.1
RESTRICTED UNIT AGREEMENT
UNDER THE
SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
This Restricted Unit Agreement (the "Agreement"), entered into as of
__________ (the "Agreement Date"), by and between Sunoco Partners LLC (the
"Company") and _______________, an employee of the Company or one of its
subsidiaries (the "Participant");
W I T N E S S E T H:
WHEREAS, in order to make certain awards to key employees of the Company
and its subsidiaries, the Company maintains the Sunoco Partners LLC Long-Term
Incentive Plan (the "Plan"); and
WHEREAS, the Plan is administered by the Compensation Committee of the
Company's Board of Directors (the "Committee"); and
WHEREAS, the Committee has determined to grant to Participant, pursuant to
the terms and conditions of the Plan, an award (the "Award") of Restricted
Units, representing rights to receive common units, representing limited
partnership interests in of Sunoco Logistics Partners L.P. (the
"Partnership"), which are subject to a risk of forfeiture by the Participant,
with the payout of such Restricted Units being conditioned upon the
Participant's continued employment with the Company through the end of a
three-year restricted period (the "Restricted Period"); and
WHEREAS, the Participant has determined to accept such Award;
NOW, THEREFORE, the Company and the Participant, each intending to be
legally bound hereby, agree as follows:
ARTICLE I
AWARD OF RESTRICTED UNITS
1.1 IDENTIFYING PROVISIONS. For purposes of this Agreement, the following
terms shall have the following respective meanings:
(a) Participant : _________________________
(b) Date of Grant : _________________________
(c) Number of Restricted Units : _________________________
(d) Restricted Period : ________ through ________
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.
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1.2 AWARD OF RESTRICTED UNITS. Subject to the terms and conditions of the Plan
and this Agreement, the Participant is hereby granted the number of
Restricted Units set forth herein at Section 1.1.
1.3 DISTRIBUTION EQUIVALENT RIGHTS ("DERS"). The Participant shall be entitled
to receive payment from the Company in an amount equal to each cash
distribution payable subsequent to the Date of Grant (each such
entitlement being a distribution equivalent right or "DER"), just as
though the Participant, on the applicable record date for payment of such
cash distribution, had been the holder of record of common units,
representing limited partnership interests in the Partnership, equal to
the actual number of Restricted Units, if any, earned and received by the
Participant at the end of the Restricted Period. The Company shall
establish a bookkeeping methodology to account for the distribution
equivalents to be credited to the Participant in recognition of these
DERs. Such distribution equivalents will not bear interest.
1.4 PAYMENT OF RESTRICTED UNITS AND RELATED DERS. Full payout of the Award is
conditioned only upon the Participant's continued employment with the
Company throughout the Restricted Period beginning on _______________ and
ending on _______________. The full Award shall become vested and payable,
if the Participant is employed by the Company at such time. Actual payment
in respect of the earned Restricted Units and the earned DER Account shall
be made to the Participant within ninety (90) days after the Restricted
Period for such Restricted Units has ended.
(a) Payment in respect of Restricted Units earned.
Except as provided by this Section 1.5 hereof, all payment for
Restricted Units earned shall be made in common units representing
limited partnership interests in the Partnership. The number of
common units paid shall be equal to the number of Restricted Units
earned; provided, however, that any fractional units shall be
distributed as an amount of cash equal to the Fair Market Value of
such fractional unit on the date of payment.
(b) Payment of Related Earned Distribution Equivalents. The Participant
will be entitled to receive from the Company at the end of the
Restricted Period, cash payment in respect of the related
distribution equivalents earned.
Applicable federal, state and local taxes shall be withheld in accordance
with Section 2.6 hereof.
1.5 CHANGE IN CONTROL.
(a) Payment of Restricted Units. In the event of either of the following
events:
(1) a Change in Control of the Company, or
(2) a sale of significant assets as described in Section 6.3(viii)
of the Plan, as a consequence of which sale:
(i) Participant's employment is terminated by the Company or
any Affiliate thereof without Cause, or by the
Participant for Good Reason, or
(ii) the Participant's employer ceases to be the Company or
one of its Affiliates,
all the Restricted Units subject to this award automatically shall
vest and become payable to the Participant in an amount of cash
equal to the number of Restricted Units outstanding multiplied by
the highest price per Partnership common unit reflected in the
consolidated trading tables of The Wall Street Journal (presently
the New York Stock Exchange Composite Transactions quotations)
during the period commencing sixty
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(60) calendar days prior to the Change in Control (or significant
sale of assets, as the case may be) and ending on the sixtieth
(60th) calendar day following the Change in Control (or significant
sale of assets, as the case may be). Regardless of whether the
applicable Restricted Period has expired, this amount, reduced by
applicable federal, state and local withholding taxes due (as
provided in Section 2.6 hereof), will be paid out to the Participant
no later than ninety (90) days following:
(3) the date of occurrence of such Change in Control, or
(4) the date, following a significant sale of assets (as described
in Section 6.3(viii) of the Plan), that:
(i) the Company terminates Participant's employment without
Cause, or
(ii) the Participant terminates employment for Good Reason,
or
(iii) the Participant's employer ceases to be the Company or
one of its Affiliates
such payment date being the "Payout Date."
(b) Distribution Equivalents. On or before the Payout Date, the
Participant will be paid an amount in cash equal to the value of the
DERs, if any, credited to the Participant immediately preceding the
Change in Control, or the significant sale of assets (as described
in Section 6.3(viii) of the Plan).
(c) Eligibility for Payout. Following any Change in Control, payout of
Restricted Units and the related distribution equivalents shall be
made to each Participant:
(1) who is employed by the Company on the Payout Date; or
(2) whose employment relationship with the Company is terminated:
(i) as a result of any Qualifying Termination (as defined
below) prior to the Payout Date; or
(ii) as a result of either of the following, prior to the
Payout Date:
(A) death; or
(B) permanent disability or retirement (as each is
determined by the Committee).
(d) Qualifying Termination - shall mean the following:
(1) a termination of employment by the Company within six (6)
months after a Change in Control, other than for Cause, death
or permanent disability;
(2) a termination of employment by the Participant within six (6)
months after a Change in Control for one or more of the
following reasons:
(i) the assignment to such Participant of any duties
inconsistent in a way significantly adverse to such
Participant, with such Participant's positions, duties,
responsibilities and status with the Company immediately
prior to the Change in Control, or a significant
reduction in the duties and responsibilities held by the
Participant immediately prior to the Change in Control,
in each case except in connection with such
Participant's termination of employment by the Company
for Cause; or
(ii) a reduction by the Company in the Participant's combined
annual base salary and guideline (target) bonus as in
effect immediately prior to the Change in Control; or
(iii) the Company requires the Participant to be based
anywhere other than the Participant's present work
location or a location within thirty-five (35) miles
from the present location; or the Company requires the
Participant to travel on Company business to an extent
substantially more burdensome than such Participant's
travel obligations during the period of twelve (12)
consecutive months immediately preceding the Change in
Control;
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provided, however, that in the case of any such termination of
employment by the Participant under this subparagraph (d),
such termination shall not be deemed to be a Qualifying
Termination unless the termination occurs within 120 days
after the occurrence of the event or events constituting the
reason for the termination; or
(3) before a Change in Control, a termination of employment by the
Company, other than a termination for Cause, or a termination
of employment by the Participant for one of the reasons set
forth in (2) above, if the affected Participant can
demonstrate that such termination or circumstance in (2) above
leading to the termination:
(i) was at the request of a third party with which the
Company had entered into negotiations or an agreement
with regard to a Change in Control; or
(ii) otherwise occurred in connection with a Change in
Control; provided, however, that in either such case, a
Change in Control actually occurs within one (1) year
following the Participant's employment termination date.
1.6 TERMINATION OF EMPLOYMENT.
(a) Death, Disability, Retirement and Other Involuntary Termination not
for Cause. Upon the occurrence, prior to the end of the Restricted
Period, of either of the following :
(1) the death of the Participant;
(2) the termination of the Participant's employment with the
Company by reason of retirement or permanent disability (as
each is determined by the Committee); or
(3) other involuntary termination not for Cause, and not
associated with any Change in Control,
a portion of the Restricted Units subject to this award
automatically shall vest and become payable to the Participant in an
amount of cash equal to the number of Restricted Units outstanding
multiplied by:
(4) a fraction, the numerator of which is the number of full and
partial months from _______________ through the date of
termination of such Participant's employment with the Company,
and the denominator of which is _____ (___); and
(5) the average closing price for Common Units of Sunoco Logistics
Partners L.P. (the "Partnership"), reflected in the
consolidated trading tables of The Wall Street Journal
(presently the New York Stock Exchange Composite Transactions
quotations) for the thirty (30) trading day period prior the
date of termination of such Participant's employment, and
rounding the result upwards to the nearest whole number.
The Participant also will be entitled to payment in cash in respect
of the related DERs applicable to such vested portion of the award.
(b) Other Termination of Employment. Except as provided in Sections 1.5
and 1.6(a) above, or as determined by the Committee, upon
termination of the Participant's employment with the Company prior
to the end of the Restricted Period (whether as a result of
termination for Cause by the Company, or voluntary resignation by
Participant, or otherwise), the Participant shall forfeit 100% of
such Participant's Restricted Units, together with the related DERs,
and the Participant shall not be entitled to receive any common
units, representing limited partnership interests of the
Partnership, or any payment in respect of any DERs.
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ARTICLE II
GENERAL PROVISIONS
2.1 NON-ASSIGNABILITY. The Restricted Units and the related earned DERs
covered by this Agreement shall not be assignable or transferable by the
Participant, except by will or the laws of descent and distribution,
unless otherwise provided by the Committee. During the life of the
Participant, the Restricted Units and the related DERs covered by this
Agreement shall be payable only to the Participant or the guardian or
legal representative of such Participant, unless the Committee provides
otherwise.
2.2 HEIRS AND SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business.
In the event of the Participant's death prior to payment of the Restricted
Units and/or the related DERs, payment may be made to the estate of the
Participant to the extent such payment is otherwise permitted by this
Agreement. Subject to the terms of the Plan, any benefits distributable to
the Participant under this Agreement that are not paid at the time of the
Participant's death shall be paid at the time and in the form determined
in accordance with the provisions of this Agreement and the Plan, to the
legal representative or representatives of the estate of the Participant.
2.3 NO RIGHT OF CONTINUED EMPLOYMENT. The receipt of this award does not give
the Participant, and nothing in the Plan or in this Agreement shall confer
upon the Participant, any right to continue in the employment of the
Company or any of its subsidiaries. Nothing in the Plan or in this
Agreement shall affect any right which the Company or any of its
subsidiaries may have to terminate the employment of the Participant. The
payment of earned Restricted Units, and the related DERs, under this
Agreement shall not give the Company or any of its subsidiaries any right
to the continued services of the Participant for any period.
2.4 RIGHTS AS A LIMITED PARTNER. Neither the Participant nor any other person
shall be entitled to the privileges of ownership of common units,
representing limited partnership interests in the Partnership, or
otherwise have any rights as a limited partner, by reason of the award of
the Restricted Units covered by this Agreement or any Partnership common
units, issuable in respect of such Restricted Units, unless and until such
common units have been validly issued to such Participant, or such other
person, as fully paid common units, representing limited partnership
interests in the Partnership.
2.5 REGISTRATION OF COMMON UNITS. Notwithstanding any other provision of this
Agreement, the Restricted Units shall not be or become payable in whole or
in part unless a registration statement with respect to the common units
subject thereto has been filed with the Securities and Exchange Commission
and has become effective.
2.6 TAX WITHHOLDING. All distributions under this Agreement are subject to
withholding of all applicable taxes.
(b) Payment in Common Units. Immediately prior to the payment of any
common units to Participant in respect of earned Restricted Units,
the Participant shall remit an amount sufficient to satisfy any
Federal, state and/or local withholding tax due on the receipt of
such common units. 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
common units representing limited partnership interests in the
Partnership and otherwise payable to Participant in respect of such
earned Restricted Units.
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(b) Payment in Cash. Cash payments in respect of any earned Restricted
Units, and/or the related DERs, shall be made net of any applicable
federal, state, or local withholding taxes.
2.7 ADJUSTMENTS. In the event of any change in the outstanding common units by
reason of a distribution of common units, re-capitalization, merger,
consolidation, split-up, combination, exchange of common units or the
like, the Committee may appropriately adjust the number of common units
which may be issued under the Plan, the number of common units payable
with respect to the Award, and/or any other Restricted Units previously
granted under the Plan, and any and all other matters deemed appropriate
by the Committee.
2.8 LEAVES OF ABSENCE. The Committee shall make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any
leave of absence taken by the Participant. Without limiting the generality
of the foregoing, the Committee shall be entitled to determine:
(a) whether or not any such leave of absence shall constitute a
termination of employment within the meaning of the Plan; and
(b) the impact, if any, of any such leave of absence on any prior awards
made to the Participant under the Plan.
2.9 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.
2.10 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 this Restricted Unit Agreement and the terms and conditions
of the Plan under which such Restricted Units are granted, the provisions
in the Plan shall govern and prevail. The Restricted Units, the related
DERs and this Agreement are each subject in all respects to, and the
Company 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; provided, however, that no such
amendment shall deprive the Participant, without such Participant's
consent, of any rights earned or otherwise due to Participant hereunder.
2.11 AMENDMENT. This Agreement shall not be amended or modified except by an
instrument in writing executed by both parties to this Agreement, without
the consent of any other person, as of the effective date of such
amendment.
2.12 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.
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2.13 GOVERNING LAW. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF
THIS INSTRUMENT SHALL EXCLUSIVELY BE GOVERNED BY AND DETERMINED IN
ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF), EXCEPT TO THE
EXTENT PREEMPTED BY FEDERAL LAW, WHICH SHALL GOVERN.
2.14 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 the Company shall be deemed to have
been duly given or made upon actual receipt by the Company. 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 the Company: SUNOCO PARTNERS LLC
Board of Directors
Ten Penn Center
1801 Market Street
Philadelphia, Pennsylvania, 19103-1699
Attention: Vice President, General Counsel
and Secretary
(b) if to the Participant: to the address for Participant as it appears
on the Company's records.
2.15 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.
2.16 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.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have executed this Agreement as of the day first above written.
SUNOCO PARTNERS LLC
By: ____________________________
Name:_____________________________
Title: __________________________
By: ____________________________
Name: ____________________________
Participant
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