Exhibit 10.1.1
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 :
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(b) Date of Grant :
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(c) Number of Restricted Units :
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(d) Restricted Period :
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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.
FORM OF RESTRICTED UNIT AGREEMENT (LENGTH OF SERVICE)
AS OF APRIL 21, 2005
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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 OF CONTROL.
(a) Payment of Restricted Units. In the event of a Change of Control,
the Restricted Units subject to this award will be paid to the
Participant no later than ninety (90) days following the date of
occurrence of such Change of Control. The number of Restricted
Units paid out shall be equal to the total number of Restricted
Units outstanding in this award as of the Change of Control,
regardless of whether the applicable Restricted Period has
expired. The Restricted Units subject to this award shall be
payable to the Participant in cash or Units, as determined by the
Committee prior to the Change of Control, as follows:
(1) if the Participant is to receive Units, the
Participant will receive the total number of Units stated
above in this Section 1.6(a); or
(2) 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 1.6(a), multiplied by the Fair
Market Value per Unit immediately prior to the Change of
Control. Such amount will be reduced by the applicable
federal, state and local withholding taxes due.
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(b) Distribution Equivalents. 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
Section 1.6(a) hereof, for the time period immediately preceding
the Change of Control.
(c) Eligibility for Payout. Payout of Restricted Units and DERs shall
be made to each Participant:
(1) who is employed by the Company on the ninetieth (90th) day
following the date of occurrence of the Change of Control; or
(2) whose employment relationship with the Company is terminated:
(A) for Good Reason, or as a result of any Qualifying
Termination prior to the ninetieth (90th) day following
the date of occurrence of the Change of Control; or
(B) 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..
(d) Qualifying Termination - shall mean the following:
(1) a termination of employment by the Company within six (6)
months after a Change of Control, other than for Cause, death
or permanent disability;
(2) a termination of employment by the Participant within six (6)
months after a Change of 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 of Control, or a significant
reduction in the duties and responsibilities held by the
Participant immediately prior to the Change of 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 of 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 of
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
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(3) before a Change of 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 of Control; or
(ii) otherwise occurred in connection with a Change of
Control;
provided, however, that in either such case, a Change of
Control actually occurs within one (1) year following the
Participant's employment termination date.
1.6 TERMINATION OF EMPLOYMENT.
(a) Death, Disability or Retirement. 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 of 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 April 20, 2004 through the date of
termination of such Participant's employment with the Company,
and the denominator of which is thirty-three (33); 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:
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Deborah M. Fretz
President & Chief Executive Officer
By:
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Name:
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Participant
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