EXHIBIT 10.1.2
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 :
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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.
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 _____, 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 an amount in cash equal to the DERs earned , as
determined in accordance with the applicable provisions of Exhibit
_____.
Applicable federal, state and local taxes shall be withheld in
accordance with Section 2.6 hereof.
1.6 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, 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 shall be equal to the
total number of Restricted Units outstanding in this award 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 shall be the greater
of:
(1) the total number of Restricted Units outstanding in
this award as of the Change of Control, not adjusted for any
performance factors, or
(2) the total number of Restricted Units outstanding in
this grant, multiplied by the applicable performance factors
related to the Partnership's actual performance immediately
prior to the Change of Control.
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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:
(3) 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
(4) 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.
(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
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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
(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.
1.7 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 _____ 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
respect of any DERs, regardless of the level of performance goals
achieved for all or any part of the Restricted Period.
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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.
(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 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.
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
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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 Office
By:
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Participant
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FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
AS OF APRIL 21, 2005
Exhibit _______
SUNOCO PARTNERS LLC
LONG TERM INCENTIVE PLAN
RESTRICTED UNIT AWARDS
____________ GRANT DATE
(THE "_______ 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 _____
Regular Grant that will vest on ____________, based upon the
level of achievement by Sunoco Logistics Partners L.P. (the
"Partnership") of specified targets for distributable cash
flow 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 ____________:
[Formula for calculating Restricted Units earned]
COMPANY PERFORMANCE GOALS:
[Description of applicable performance goals]
Exhibit _______
FORM OF RESTRICTED UNIT AGREEMENT (GENERIC PERFORMANCE)
AS OF APRIL 21, 2005