EXHIBIT 10.1
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SUNOCO PARTNERS LLC
LONG-TERM INCENTIVE PLAN
(AMENDED AND RESTATED AS OF APRIL 21, 2005)
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SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED AS OF APRIL 21, 2005
SUNOCO PARTNERS LLC
LONG-TERM INCENTIVE PLAN
SECTION 1. PURPOSE OF THE PLAN.
The Sunoco Partners LLC Long-Term Incentive Plan (the "Plan") is intended
to promote the interests of Sunoco Logistics Partners L.P., a Delaware limited
partnership (the "Partnership"), by providing to employees and directors of
Sunoco Partners LLC, a Pennsylvania limited liability company (the "Company"),
and its Affiliates who perform services for the Partnership and its
subsidiaries, incentive awards for superior performance that are based on Units.
The Plan is also intended to enhance the ability of the Company and its
Affiliates to attract and retain employees whose services are key to the growth
and profitability of the Partnership, and to encourage them to devote their best
efforts to the business of the Partnership and its subsidiaries, thereby
advancing the Partnership's interests.
SECTION 2. DEFINITIONS.
As used in the Plan, the following terms shall have the meanings set forth
below:
2.1 "Affiliate" means, with respect to any Person, any other Person
that directly or indirectly, through one or more intermediaries, controls,
is controlled by or is under common control with, the Person in question.
As used herein, the term "control" means the possession, direct or
indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities,
by contract or otherwise.
2.2 "Award" means a grant of one or more Options or Restricted Units
pursuant to the Plan, and shall include any tandem DERs granted with
respect to such Award.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Cause" means:
(i) fraud or embezzlement on the part of the Participant;
(ii) conviction of or the entry of a plea of nolo contendere by
the Participant to any felony;
(iii) the willful and continued failure or refusal by the
Participant to perform substantially the Participant's duties with the
Company or an Affiliate thereof (other than any such failure resulting
from incapacity due to physical or mental illness, or death, or
following notice of employment termination by the Participant for Good
Reason) within thirty (30) days following the delivery of a written
demand for substantial performance to the Participant by the Board, or
any employee of the Company or an Affiliate with supervisory authority
over the Participant, that specifically identifies the manner in which
the Board or such supervising employee believes that the Participant
has not substantially performed the Participant's duties; or
(iv) any act of willful misconduct by the Participant which:
(a) is intended to result in substantial personal enrichment
of the Participant at the expense of the Partnership, the Company
or any of their Affiliates; or
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SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED AS OF APRIL 21, 2005
(b) has a material adverse impact on the business or
reputation of the Partnership, the Company or any Affiliate
thereof (such determination to be made by the Partnership, the
Company or any such Affiliate in the good faith exercise of its
reasonable judgment).
2.5 "Change of Control" means, and shall be deemed to have occurred
upon the occurrence of one or more of the following events:
(i) the consolidation, reorganization, merger or other transaction
pursuant to which more than 50% of the combined voting power of the
outstanding equity interests in the Company cease to be owned by Sunoco
and its Affiliates;
(ii) a "Change in Control" of Sunoco, as defined from time to time
in the Sunoco stock plans; or
(iii) the general partner (whether the Company or any other
Person) of the Partnership ceases to be an Affiliate of Sunoco.
2.6 "Committee" means the Compensation Committee of the Board, such
subcommittee thereof, or such other committee of the Board appointed to
administer the Plan.
2.7 "DER" or "Distribution Equivalent Right" means contingent right,
granted in tandem with a specific Restricted Unit, to receive an amount in
cash equal to the cash distributions made by the Partnership with respect
to a Unit during the period such Restricted Unit is outstanding.
2.8 "Director" means a member of the Board who is not an Employee.
2.9 "Employee" means any employee of the Company or an Affiliate, who
performs services for the Partnership.
2.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.11 "Fair Market Value" means, as of any date and in respect of any
Unit, the opening price of a Unit on such date (which price shall be the
closing price of a Unit on the previous trading day, as reflected in the
consolidated trading tables of The Wall Street Journal or any other
publication selected by the Committee). If there is no sale of Units on the
New York Stock Exchange for more than ten (10) days immediately preceding
such date, or if deemed appropriate by the Committee for any other reason,
the Fair Market Value of such Units shall be as determined in good faith by
the Committee in such other manner as it may deem appropriate.
2.12 "Good Reason" means:
(i) a reduction in the Participant's annual base salary;
(ii) failure to pay the Participant any compensation due under an
employment agreement, if any;
(iii) failure to continue to provide benefits substantially
similar to those then enjoyed by the Participant unless the
Partnership, the Company or their Affiliates provide aggregate benefits
equivalent to those then in effect;
(iv) failure to continue a compensation plan or to continue the
Participant's participation in a plan on a basis not materially less
favorable to the Participant, subject to the power of the Partnership,
the Company or their Affiliates to amend such plans in their reasonable
discretion, including, without limitation, providing a replacement
plan; or
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(v) the Partnership, the Company or their Affiliates purported
termination of the Participant's employment for Cause not pursuant to a
procedure indicating the specific provision of the definition of Cause
contained in this Plan as the basis for such termination of employment;
The Participant may not terminate for Good Reason unless he has given
written notice delivered to the Partnership, the Company or their
Affiliates, as appropriate, of the action or inaction giving rise to Good
Reason, such notice to state with specificity the nature of the breach,
failure or refusal, and such action or inaction is not corrected within
thirty (30) days thereafter.
2.13 "Member" means, as of any date, any Person that has executed the
limited liability company operating agreement of the Company (the "LLC
Agreement") as a member of the Company, and thereafter been admitted to the
Company as a member as provided in the LLC Agreement, but such term does
not include any Person who has ceased to be a member in the Company.
2.14 "Option" means on option to purchase Units granted under the
Plan.
2.15 "Participant" means any Employee or Director granted an Award
under the Plan.
2.16 "Partnership Agreement" means the Amended and Restated Agreement
of Limited Partnership of the Partnership.
2.17 "Person" means an individual or a corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other
entity.
2.18 "Restricted Period" means the period established by the Committee
with respect to an Award during which the Award either remains subject to
forfeiture or is not exercisable by the Participant.
2.19 "Restricted Unit" means a phantom, or notional, unit granted
under the Plan which is equivalent in value and in distribution rights to a
Unit and which, upon vesting, entitles the Participant to receive a Unit or
its Fair Market Value in cash, whichever is determined by the Committee.
2.20 "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from
time to time.
2.21 "SEC" means the Securities and Exchange Commission, or any
successor thereto.
2.22 "Sunoco" means Sunoco, Inc.
2.23 "Unit" means a Common Unit of the Partnership.
SECTION 3. ADMINISTRATION.
The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Annual grant levels for Participants will be
recommended to the Committee by the Chief Executive Officer of the Company.
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Subject to the terms of the Plan and applicable law, and in addition to
other express powers and authorizations conferred on the Committee by the Plan,
the Committee shall have full power and authority to:
(i) designate Participants;
(ii) determine the type or types of Awards to be granted to a
Participant;
(iii) determine the number of Units to be covered by Awards;
(iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what
circumstances Awards may be settled, exercised, canceled, or forfeited;
(vi) interpret and administer the Plan and any instrument or
agreement relating to an Award made under the Plan
(vii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and
(viii) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of
the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant,
and any beneficiary of any Award.
Subject to the following and any applicable law, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the Plan
to the Chief Executive Officer of the Company, including the power to grant
Awards under the Plan, provided the Chief Executive Officer is also a member of
the Board, subject to such limitations on such delegated powers and duties as
the Committee may impose, if any. Upon any such delegation all references in the
Plan to the "Committee", other than in Section 7 ("Amendment and Termination"),
shall be deemed to include the Chief Executive Officer; provided, however, that
such delegation shall not limit the Chief Executive Officer's right to receive
Awards under the Plan. Notwithstanding the foregoing, the Chief Executive
Officer may not grant Awards to, or take any action with respect to any Award
previously granted to, a person who is an officer subject to Rule 16b-3 or a
member of the Board.
SECTION 4. UNITS AVAILABLE FOR AWARDS.
4.1 Units Available. Subject to adjustment as provided in Section 4.3,
the number of Units with respect to which Awards may be granted under the
Plan is one million two hundred fifty thousand (1,250,000). If any Award is
forfeited or otherwise terminates or is canceled without the delivery of
Units, then the Units covered by such Award, to the extent of such
forfeiture, termination , or cancellation, shall again be Units with
respect to which Awards may be granted.
4.2 Sources of Units Deliverable Under Awards. Any Units delivered
pursuant to an Award shall consist, in whole or in part, of Units acquired
in the open market, from any Affiliate, the Partnership or any other
Person, or any combination of the foregoing, as determined by the Committee
in its discretion.
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SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
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4.3 Adjustments. If the Committee determines that any distribution
(whether in the form of cash, Units, other securities, or other property),
re-capitalization, split, reverse split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Units or other securities of the Partnership, issuance of warrants or other
rights to purchase Units or other securities of the Partnership, or other
similar transaction or event affects the Units such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of:
(i) the number and type of Units (or other securities or property)
with respect to which Awards may be granted;
(ii) the number and type of Units (or other securities or
property) subject to outstanding Awards; and
(iii) if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Award; provided, that the number of Units
subject to any Award will always be a whole number.
SECTION 5. ELIGIBILITY.
Any Employee or Director will be eligible to be designated a Participant
and receive an Award under the Plan.
SECTION 6. AWARDS.
6.1 Options. The Committee shall have the authority to determine the
Employees and Directors to whom Options will be granted, the number of
Units to be covered by each Option, the purchase price therefor and the
conditions and limitations applicable to the exercise of the Option,
including the following terms and conditions and such additional terms and
conditions, as the Committee shall determine, that are not inconsistent
with the provisions of the Plan.
(i) Exercise Price. The purchase price per Unit purchasable under
an Option shall be determined by the Committee at the time the Option
is granted but shall not be less than its Fair Market Value as of the
date of grant.
(ii) Time and Method of Exercise. The Committee shall determine
the Restricted Period, i.e., the time or times at which an Option may
be exercised in whole or in part, and the method or methods by which
payment of the exercise price with respect thereto may be made or
deemed to have been made which may include, without limitation, cash,
check acceptable to the Company, a "cashless-broker" exercise (through
procedures approved by the Company), other securities or other
property, a note from the Participant (in a form acceptable to the
Company), or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price.
(iii) Forfeiture. Except as otherwise provided in the terms of the
Option grant, upon termination of a Participant's employment with the
Company and its Affiliates or membership on the Board, whichever is
applicable, for any reason during the applicable Restricted Period, all
Options shall be forfeited by the Participant, unless otherwise
provided in a written employment agreement (if any) between the
Participant and the Company or one or more of its Affiliates. The
Committee may, in its discretion, waive in whole or in part such
forfeiture with respect to a Participant's Options.
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6.2 Restricted Units. The Committee shall have the authority to
determine the Employees and Directors to whom Restricted Units shall be
granted, the number of Restricted Units to be granted to each such
Participant, the duration of the Restricted Period, the conditions under
which the Restricted Units may become vested or forfeited, and such other
terms and conditions as the Committee may establish respecting such Awards,
including whether DERs are granted with respect to such Restricted Units.
(i) DERs. To the extent provided by the Committee, in its
discretion, a grant of Restricted Units may include a tandem DER grant,
which may provide that such DERs shall be paid directly to the
Participant, be credited to a bookkeeping account (with or without
interest in the discretion of the Committee) subject to the same
restrictions as the tandem Award, or be subject to such other
provisions or restrictions as determined by the Committee in its
discretion.
(ii) Forfeiture. Except as otherwise provided in the terms of the
Award agreement, upon termination of a Participant's employment with
the Company and its Affiliates or membership on the Board, whichever is
applicable, for any reason during the applicable Restricted Period, all
Restricted Units shall be forfeited by the Participant, unless
otherwise provided in a written employment agreement (if any) between
the Participant and the Company or one or more of its Affiliates. The
Committee may, in its discretion, waive in whole or in part such
forfeiture with respect to a Participant's Restricted Units.
(iii) Lapse of Restrictions. Upon, or as soon as reasonably
practicable following, the vesting of each Restricted Unit, the
Participant shall be entitled to receive from the Company one Unit or
its Fair Market Value, in cash, as determined by the Committee, subject
to the provisions of Section 8.2.
6.3 General.
(i) Awards May Be Granted Separately or Together. Awards may, in
the discretion of the Committee, be granted either alone or in addition
to, in tandem with, or in substitution for any other Award granted
under the Plan or any award granted under any other plan of the Company
or any Affiliate. Awards granted in addition to or in tandem with other
Awards or awards granted under any other plan of the Company or any
Affiliate may be granted either at the same time as or at a different
time from the grant of such other Awards or awards.
(ii) Limits on Transfer of Awards.
(a) Except as provided in (b) below:
(1) no Award and no right under any such Award may be
assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant and any such
purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate
(2) each Option shall be exercisable only by the
Participant during the Participant's lifetime, or by the
person to whom the Participant's rights shall pass by will or
the laws of descent and distribution; and
(b) To the extent specifically provided by the Committee with
respect to an Option grant, an Option may be transferred by a
Participant without consideration to immediate family members or
related family trusts, limited partnerships or
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similar entities or on such terms and conditions as the Committee
may from time to time establish. In addition, Awards may be
transferred by will and the laws of descent and distribution.
(iii) Term of Awards. The term of each Award shall be for such
period as may be determined by the Committee.
(iv) Unit Certificates. All certificates for Units or other
securities of the Partnership delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations, and other requirements of the SEC,
any stock exchange upon which such Units or other securities are then
listed, and any applicable federal or state laws, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
(v) Consideration for Grants. Awards may be granted for such
consideration as the Committee determines including, without
limitation, services or such minimal cash consideration as may be
required by applicable law.
(vi) Delivery of Units or other Securities and Payment by
Participant of Consideration. Notwithstanding anything in the Plan or
any grant agreement to the contrary, delivery of Units pursuant to the
exercise or vesting of an Award may be deferred for any period during
which, in the good faith determination of the Committee, the Company is
not reasonably able to obtain Units to deliver pursuant to such Award
without violating the rules or regulations of any applicable law or
securities exchange. No Units or other securities shall be delivered
pursuant to any Award until payment in full of any amount required to
be paid pursuant to the Plan or the applicable Award agreement
(including, without limitation, any exercise price or any tax
withholding) is received by the Company. Such payment may be made by
such method or methods and in such form or forms as the Committee shall
determine, including, without limitation, cash, other Awards,
withholding of Units, cashless broker exercises with immediate sale, or
any combination thereof; provided, however, that the combined value, as
determined by the Committee, of all cash and cash equivalents and the
Fair Market Value of any such Units or other property so tendered to
the Company, as of the date of such tender, is at least equal to the
full amount required to be paid to the Company pursuant to the Plan or
the applicable Award agreement.
(vii) CHANGE OF CONTROL. In the event of a Change of Control,
Restricted Units will be paid to the Participant no later than ninety
(90) days following the date of occurrence of such Change of Control,
regardless of whether the applicable Restricted Period has expired or
whether applicable performance goals or targets have been met.
For a Change of Control occurring within the first consecutive
twelve-month period following the date of grant, the number of
performance-based Restricted Units paid out with regard to such grant
shall be equal to the total number of Restricted Units outstanding in
such grant as of the Change of Control, not adjusted for any
performance factors.
For a Change of Control occurring after the first consecutive
twelve-month period following the date of grant, the number of
performance-based Restricted Units paid out with regard to such grant
shall be the greater of:
(a) the total number of Restricted Units outstanding in such
grant as of the Change of Control, not adjusted for any
performance factors, or
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(b) the total number of such Restricted Units outstanding in
such grant, multiplied by the applicable performance factors
related to the Partnership's actual performance immediately prior
to the Change of Control.
In the case of an award of Restricted Units conditioned upon the
Participant's continued employment, the total number of Restricted
Units outstanding in such grant as of the Change of Control shall be
paid to the Participant.
The Participant's Restricted Units shall be payable to the
Participant in cash or Units, as determined by the Committee prior to
the Change of Control, as follows:
(c) if the Participant is to receive Units, the Participant
will receive the total number of Units stated above in this
Section 6.3(vii); or
(d) if the Participant is to receive cash, the Participant
will be paid an amount in cash equal to the number of Units stated
above in this Section 6.3(vii), multiplied by the Fair Market
Value per Unit. Such amount will be reduced by the applicable
federal, state and local withholding taxes due.
On or before the ninetieth (90th) day following the date of
occurrence of the Change of Control, the Participant will be paid an
amount in cash equal to the value of the applicable DERs on the number
of Units being paid pursuant to this Section 6.3(vii) for the time
period immediately preceding the Change of Control. Payout of
Restricted Units and DERs shall be made to each Participant:
(c) who is employed by the Company on the ninetieth (90th)
day following the date of occurrence of the Change of Control; or
(d) whose employment relationship with the Company is
terminated:
(1) for Good Reason, or as a result of any "Qualifying
Termination" (as the such term may be defined in the
applicable agreement with Participant, evidencing the grant)
prior to the ninetieth (90th) day following the date of
occurrence of the Change of Control; or
(2) as a result of death, permanent disability or
retirement (as each is determined by the Committee), that has
occurred prior to the ninetieth (90th) day following the date
of occurrence of the Change of Control.
The Committee may establish, at the time of the grant of
Restricted Units, other conditions that must be met for payout to
occur. These conditions shall be set forth in the Committee's
resolution granting the Restricted Units and in the applicable
agreements with Participants.
Notwithstanding any provisions to the contrary in agreements
evidencing Options granted thereunder, or in this Plan, each
outstanding Option shall become immediately and fully exercisable upon
the occurrence of any Change of Control."
(viii) Sale of Significant Assets. In the event the Company or the
Partnership sells or otherwise disposes of, other than to an Affiliate,
a significant portion of the assets under its control, (such
significance to be determined by action of the Board of the Company in
its sole discretion), and as a consequence of such disposition:
(a) a Participant's employment is terminated by the
Partnership, the Company or their Affiliates without Cause or by
the Participant for Good Reason; provided, however, that in the
case of any such termination by the Participant under this
subparagraph 6.3(viii)(a), such termination shall not be deemed to
be for Good Reason unless the termination occurs within 180 days
after the occurrence of the applicable sale or disposition
constituting the reason for the termination; or
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(b) as a result of such sale or disposition, the Participant's
employer shall no longer be the Partnership, the Company or one of
their Affiliates,
then all of such Participant's Awards shall automatically vest and
become payable or exercisable, as the case may be, in full. In this
regard, all Restricted Periods shall terminate and all performance
criteria, if any, shall be deemed to have been achieved at the maximum
level.
SECTION 7. AMENDMENT AND TERMINATION.
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:
(i) Amendments to the Plan. Except as required by applicable law
or the rules of the principal securities exchange on which the Units
are traded and subject to Section 7(ii) below, the Board or the
Committee may amend, alter, suspend, discontinue, or terminate the Plan
in any manner; provided, however, that neither the Board nor the
Committee may increase the number of Units available for Awards under
the Plan, without the express prior written consent of the Members of
the Company.
(ii) Amendments to Awards. The Committee may waive any conditions
or rights under, amend any terms of, or alter any Award theretofore
granted, provided no change, other than pursuant to Section 7(iii), in
any Award shall materially reduce the benefit to Participant without
the consent of such Participant.
(iii) Adjustment of Awards Upon the Occurrence of Certain Unusual
or Nonrecurring Events. The Committee is hereby authorized to make
adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4.3 of the Plan)
affecting the Partnership or the financial statements of the
Partnership, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available
under the Plan.
SECTION 8. GENERAL PROVISIONS.
8.1 No Rights to Awards. No Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants. The terms and conditions of Awards need not be the same with
respect to each Participant.
8.2 Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or
from any compensation or other amount owing to a Participant the amount (in
cash, Units, other securities, Units that otherwise would be issued
pursuant to such Award or other property) of any applicable taxes payable
in respect of the grant of an Award, its exercise, the lapse of
restrictions thereon, or any payment or transfer under an Award or under
the Plan and to take such other action as may be necessary in the opinion
of the Company to satisfy its withholding obligations for the payment of
such taxes.
8.3 No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the
employment of the Company or any Affiliate or to remain on the Board, as
applicable. Further, the Company or an Affiliate may at any time
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dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any
Award agreement.
8.4 Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the Commonwealth of Pennsylvania and applicable
federal law.
8.5 Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or
if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction, Person or Award
and the remainder of the Plan and any such Award shall remain in full force
and effect.
8.6 Other Laws. The Committee may refuse to issue or transfer any Units
or other consideration under an Award if, in its sole discretion, it
determines that the issuance or transfer of such Units or such other
consideration might violate any applicable law or regulation, the rules of
the principal securities exchange on which the Units are then traded, or
entitle the Partnership or an Affiliate to recover the entire then Fair
Market Value thereof under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or
beneficiary in connection with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder or beneficiary.
8.7 No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a
Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any general
unsecured creditor of the Company or any Affiliate.
8.8 No Fractional Units. No fractional Units shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities, or other property shall be paid
or transferred in lieu of any fractional Units or whether such fractional
Units or any rights thereto shall be canceled, terminated, or otherwise
eliminated.
8.9 Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
8.10 Facility Payment. Any amounts payable hereunder to any person
under legal disability or who, in the judgment of the Committee, is unable
to properly manage his financial affairs, may be paid to the legal
representative of such person, or may be applied for the benefit of such
person in any manner which the Committee may select, and the Company shall
be relieved of any further liability for payment of such amounts.
8.11 Gender and Number. Words in the masculine gender shall include the
feminine and the neuter, the plural shall include the singular and the
singular shall include the plural.
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AMENDED AND RESTATED AS OF APRIL 21, 2005
SECTION 9. TERM OF THE PLAN.
The Plan shall be effective on the date of its approval by the Board and shall
continue until the date terminated by the Board or Units are no longer available
for grants of Awards under the Plan, whichever occurs first. However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award granted prior to such termination, and the authority of the Board or
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under such Award, shall extend
beyond such termination date.
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SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED AS OF APRIL 21, 2005