Exhibit 10.2
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 officers and/or key employees,
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 make an award to the Participant
of Restricted Units, representing rights to receive common units,
representing limited partnership interests in Sunoco Logistics Partners L.P.
(the "Partnership"), which are subject to a risk of forfeiture by the
Participant, pursuant to the terms and conditions of the Plan; 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 : ____________to___________
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 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.
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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 PERFORMANCE MEASURES. Exhibit A, attached hereto and made a part hereof,
sets forth the performance measures that will be applied to determine the
amount of the award earned pursuant to this Agreement. Any or all of these
performance measures may be modified by the Committee during, and after
the end of, the Restricted Period to reflect significant events that occur
during such Restricted Period.
1.5 PAYMENT OF RESTRICTED UNITS AND RELATED DERS. Payment in respect of the
Restricted Units, and the related DERs, shall be paid to Participant
within ninety (90) days after the Restricted Period for such Restricted
Units has ended, but only to the extent the Committee determines that the
applicable performance targets have been met.
(a) Payment in respect of Restricted Units earned. Except as provided by
Section 1.6 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 Earned DERs. The Participant will be entitled to receive
from the Company at the end of the Restricted Period, payment of the
DERs earned, as determined in accordance with the applicable
provisions of Exhibit A. Prior to such payment, the Participant will
elect, in writing (on the applicable forms provided by the Company),
whether to receive payment of the earned DERs in cash or in common
units. For a Participant electing to receive payment in the form of
common units, the number of common units so paid shall be equal to
the cash value of the Participant's earned DERs, net of applicable
federal, state and local withholding taxes due, divided by the Fair
Market Value of a single common unit on the date of payment;
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.
Applicable federal, state and local taxes shall be withheld in accordance
with Section 2.6 hereof.
1.6 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 (as adjusted,
assuming that all applicable
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performance measures are achieved at the maximum level)
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 (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. 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
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(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;
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.
1.7 TERMINATION OF EMPLOYMENT.
(a) Death, Disability or Retirement. The Committee has determined that,
with regard to any particular Restricted Period, no portion of the
Participant's Restricted Units, and related DERs, for such
Restricted Period shall be forfeited as a result of the occurrence,
prior to the end of that Restricted Period, of either of the
following :
(1) the death of the Participant; or
(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).
Instead, the Participant's Restricted Units, and related DERs,
earned for such Restricted Period shall remain and be paid out as
though the Participant had continued in the employment of the
Company through the end of the applicable Restricted Period.
The Participant's Restricted Units, and related DERs will remain
subject to adjustment for any performance factors in accordance with
the applicable provisions of Exhibit A attached hereto, and will be
paid out only as, if, and when the applicable performance goals have
been met and the Restricted Period has ended, just as though the
Participant had continued in the employment of the Company through
the end of the Restricted Period.
(b) Other Termination of Employment. Except as provided in Sections 1.6
and 1.7(a) above, or as determined by the Committee, upon
termination of the Participant's employment with the Company at any
time prior to the end of the Restricted Period, 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
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respect of any DERs, regardless of the level of performance goals
achieved for all or any part of the Restricted Period.
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.
(a) 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
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be established by the Committee, such withholding obligations may be
satisfied through the surrender of:
(1) common units representing limited partnership interests in the
Partnership and otherwise payable to Participant in respect of
such earned Restricted Units; and/or
(2) cash or common units otherwise payable to Participant in
respect of earned DERs.
(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.
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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.
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: ____________________________
Participant
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Exhibit A
SUNOCO PARTNERS LLC
LONG TERM INCENTIVE PLAN
RESTRICTED UNIT AWARDS
_________ GRANT DATE
(THE "[YEAR] REGULAR GRANT")
PERFORMANCE CRITERIA AND METHODOLOGY
METHODOLOGY The Restricted Period for this award runs from ____________
through ______________. This Exhibit A describes the methodology
used to determine the portion of the Participant's [Year] Regular
Grant that will vest on ________________, based upon the level of
achievement by Sunoco Logistics Partners L.P. (the "Partnership")
of specified targets for [performance criteria] during the period
from __________ to _______________. In no event will any vested
portion of the award become payable until the end of the
Restricted Period (i.e., ____________________).
WEIGHTING The following methodology will be used to determine the number of
Restricted Units earned at _______________:
[DESCRIPTION OF METHODOLOGY]
COMPANY PERFORMANCE GOALS:
[DESCRIPTION OF APPLICABLE PERFORMANCE GOALS]
A-1