Exhibit 10.2
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SUNOCO PARTNERS LLC
DIRECTORS' DEFERRED COMPENSATION PLAN
Dated as of
July 22, 2002
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ARTICLE I
Definitions
As used in this Plan, the following terms shall have the meanings herein
specified:
1.1 95% Withdrawal - shall have the meaning provided herein at Section 7.1.
1.2 Change in Control - shall mean, and shall be deemed to have occurred,
upon the occurrence of one or more of the following events:
(a) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all or substantially all of the assets
of the Company or the Partnership to any Person or its Affiliates, other
than to Sunoco or any Affiliate of Sunoco;
(b) the consolidation, reorganization, merger or other transaction
pursuant to which more than fifty percent (50%) of the combined voting
power of the outstanding equity interests in the Company cease to be owned
by Sunoco and its Affiliates;
(c) a "Change in Control" of Sunoco, as defined from time to time in
the Sunoco stock plans; or
(d) the general partner (whether the Company or any other Person) of
the Partnership ceases to be an Affiliate of Sunoco.
1.3 Committee - shall mean the entire board of directors of the Company
acting as an administrative committee of the whole, or such other committee of
the Board as may be appointed from time to time for purposes of administering
this Plan.
1.4 Common Unit - shall mean a common unit, representing a limited
partnership interest in the Partnership.
1.5 Company - shall mean Sunoco Partners LLC, a Pennsylvania limited
liability company. The term "Company" shall include any successor to Sunoco
Partners LLC, any subsidiary or affiliate which has adopted the Plan, or an
entity that succeeds to the business of Sunoco Partners LLC, or any subsidiary
or affiliate, by merger, consolidation, liquidation or purchase of assets or
stock or similar transaction.
1.6 Compensation - shall mean those fees and retainers payable by the
Company to a Participant in consideration for service as a Director.
1.7 DER (or Distribution Equivalent Right) - shall mean, with regard to a
specific Restricted Unit (whether held in a Voluntary Deferred Compensation
Account or in a Mandatory Deferred Compensation Account), the contingent right
to receive an amount in cash equal to the
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cash distributions made by the Partnership with respect to a Common Unit during
the period such Restricted Unit is outstanding.
1.8 Director - shall mean a member of the Board of Directors of Sunoco
Partners LLC.
1.9 Mandatory Deferred Compensation Account - shall mean, with respect to
any Participant, the total amount of the Company's liability for payment of
compensation mandatorily deferred by the Participant under this Plan.
1.10 Mandatory Form of Continuing Deferral - shall mean and refer to the
written commitment by a Participant, in the form prescribed by the Committee, to
mandatorily defer the payment of all of the Board Restricted Unit Retainer
awarded to such Participant under this Plan pursuant to Article IV hereof.
1.11 Participant - shall mean a Director, or former Director, who either
voluntarily has elected to defer, or is required mandatorily to defer, the
receipt of Compensation in accordance with the terms of this Plan.
1.12 Partnership - shall mean Sunoco Logistics Partners L.P., a Delaware
limited partnership.
1.13 Plan - shall mean this Sunoco Partners LLC Directors' Deferred
Compensation Plan, as it may be amended from time to time.
1.14 Restricted Unit - shall mean a phantom, or notional, unit (equivalent
in value and in cash distribution rights to a Common Unit), entered as a credit
in either the Mandatory Deferred Compensation Account, or the Voluntary Deferred
Compensation Account of a Participant and which, upon death, retirement or
termination of Board service (for mandatorily deferred compensation) or upon
earlier payout under the terms of this Plan (for voluntarily deferred
compensation), entitles the Participant to receive a Common Unit.
1.15 Voluntary Deferred Compensation Account - shall mean, with respect to
any Participant, the total amount of the Company's liability for payment to the
Participant of voluntarily deferred compensation under this Plan, including any
payments in respect of DERs.
1.6 Voluntary Deferred Payment Election Form - shall mean and refer to the
written election by a Participant, in the form prescribed by the Committee, to
voluntarily defer the payment of all or a portion of such Participant's
Compensation under this Plan pursuant to Article II hereof.
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ARTICLE II
Voluntary Deferral of Directors' Compensation
2.1 Election to Defer. Prior to the beginning of any calendar quarter, a
Participant may elect voluntarily to defer in the form of Restricted Units, all
or a portion of the cash-based Compensation that would otherwise be paid to the
Participant in the next succeeding calendar quarter, by filing a written notice
of election with the Secretary of the Company on the form(s) prescribed by the
Committee. Any such voluntary deferral election shall apply only to cash-based
Compensation to be earned on or after the first day of the calendar quarter
following the calendar quarter in which the election is received by the
Secretary of the Company. An election to defer, made in accordance with this
Article II shall be irrevocable. The deferral election form(s) also will permit
the Participant to specify:
(a) the percentage of the cash-based Compensation to be deferred;
(b) the selection of a method of payment as set forth in Article III; and
(c) the designation of a beneficiary as set forth in Article V.
Without any further action by Participant, the choices specified in the
Participant's Voluntary Deferred Payment Election Form regarding the percentage
of Compensation deferred and the designation of a beneficiary each shall
continue and be applied from calendar quarter to calendar quarter to amounts yet
to be deferred. Until further express written notification to the contrary, on a
form prescribed by the Committee, these choices shall continue to be applied
prospectively to amounts to be credited to the Participant's Voluntary Deferred
Compensation Account balance.
2.2 Subsequent Change in Method of Payment Election.
(a) Change in Method of Payment Prior to Commencement of Distribution
or Payment. With the approval of the Committee, and at any time not later
than twelve (12) months prior to the commencement of any payment or
distribution of the amounts credited to the Participant's Voluntary
Deferred Compensation Account, a Participant in this portion of the Plan
may file a written request with regard to the method of payment (i.e., a
series of installments versus lump-sum payout), on a form prescribed by the
Committee, which will revoke all such earlier or prior elections with
regard to the method of payment (i.e., a series of installments versus
lump-sum payout), and such new choice as to method of payment will be
applied both to amounts previously credited to the Participant's current
Voluntary Deferred Compensation Account balance, as well as to amounts to
be credited to such Voluntary Deferred
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Compensation Account balance prospectively. Any such new or subsequent
election that is made less than twelve (12) months prior to the
commencement of any payment or distribution of the amounts credited to the
Participant's Voluntary Deferred Compensation Account, will be null and
void, and the Participant's most recent preceding timely election will be
reinstated.
(b) Change in Method of Payment Following Commencement of Distribution
or Payment. After payment or distribution of amounts credited to the
Participant's Voluntary Deferred Compensation Account has commenced, the
Participant may not change the period of time for which such amounts are
payable. However the Participant may convert installment payments to a lump
sum distribution subject to a penalty equal to a five percent (5%)
reduction in the balance of the Participant's Voluntary Deferred
Compensation Account, which shall be forfeited to the Company.
2.3 Amount of Deferral. The amount of cash-based Compensation to be
voluntarily deferred shall be designated by the Participant as a percentage of
such cash-based Compensation in multiples of five percent (5%) but shall not be
less than ten percent (10%).
2.4 Time of Election. Except as otherwise determined by the Committee in
its sole discretion, an election to defer must be filed and received by the
Committee by the end of the calendar quarter preceding the calendar quarter in
which the cash-based Compensation is to be earned. A new Director also may elect
voluntarily to defer cash-based Compensation prior to the commencement of his or
her term in office.
ARTICLE III
Voluntary Deferred Compensation Accounts
3.1 Creation of Voluntary Deferred Compensation Accounts. Cash-based
Compensation voluntarily deferred hereunder shall be credited to a Voluntary
Deferred Compensation Account established by the Company for each Participant.
The portion of cash-based Compensation thus voluntarily deferred by the
Participant shall be converted into a number of Restricted Units credited to a
Participant's Voluntary Deferred Compensation Account as set forth in the Plan.
3.2 Crediting Restricted Units. Restricted Units shall be credited to a
Participant's Voluntary Deferred Compensation Account at the time the cash-based
Compensation otherwise would have been paid had no election to defer been made.
The number of Restricted Units to be credited to the Voluntary Deferred
Compensation Account shall be determined by dividing the Compensation by the
average closing price for Common Units of the Partnership as published in the
Wall Street
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Journal under the caption "New York Stock Exchange Composite Transactions" for
the ten (10) day period prior to the day on which the Compensation otherwise
would have been paid. Any fractional Restricted Units also shall be credited to
a Participant's Voluntary Deferred Compensation Account. The number of
Restricted Units in a Participant's Voluntary Deferred Compensation Account
shall be adjusted appropriately by the Committee in the event of changes in the
Partnership's outstanding Common Units by reason of any distribution,
re-capitalization, merger, consolidation, split-up, combination, exchange of
units or the like, and such adjustments shall be conclusive. Crediting of
Restricted Units to a Participant's Voluntary Deferred Compensation Account
shall not entitle the Participant to the rights of a limited partner of the
Partnership or holder of Partnership Common Units.
3.4 Crediting DERs. For each Restricted Unit in the Participant's Voluntary
Deferred Compensation Account, the Company shall credit such account with an
amount, in respect of DERs, equal to the cash distributions declared on a Common
Unit of the Partnership. The crediting shall occur as of the date on which such
cash distributions on the Common Units are paid. The number of Restricted Units
to be credited to the Participant's Voluntary Deferred Compensation Account
shall be calculated by dividing the number of DERs by the average closing price
for the Partnership's Common Units as published in the Wall Street Journal under
the caption "New York Stock Exchange Composite Transactions" for the period of
ten (10) trading days prior to the day on which the cash distributions are paid
on the Partnership's Common Units. Any fractional Restricted Units also shall be
credited to the Participant's Voluntary Deferred Compensation Account.
3.7 Time of Payment.
(a) Election of Benefit Commencement Date. Except as provided in
Section 2.2 hereinabove, and in Article VII hereof, all payments of a
Participant's Voluntary Deferred Compensation Account shall be made at, or
shall commence on, the date selected by the Participant in accordance with
the terms of this Section 3.7. The date of payment or distribution must be
irrevocably specified by the Participant in his or her most recently filed
written Voluntary Deferred Payment Election Form. If the Participant fails
to designate a time of payment, payment shall commence on the first day of
the calendar year following termination of Board membership. The
Participant may elect to defer the receipt of his or her cash-based
Compensation to:
(1) the first day of any calendar quarter, provided such date is
at least six (6)
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months after the end of the calendar quarter in which the cash-based
Compensation is earned; or
(2) the first day of the calendar year following the date of:
(i) retirement as a Director;
(ii) termination of Board membership; or
(iii) death. Upon the death of a Participant, prior to the
final payment of all amounts credited to such Participant's
Voluntary Deferred Compensation Account, the balance of such
Voluntary Deferred Compensation Account shall be paid in
accordance with Article V, commencing on the first day of the
calendar year following the year of death.
Notwithstanding the foregoing provisions of this Section 3.7, and
except as provided in Article VII, in no event shall any payment or
distribution be made within six (6) months of the cash-based Compensation
being earned or awarded. The benefit commencement date may not be later
than the third calendar year following the attainment of mandatory
retirement age for Directors.
(b) Acceleration of Benefit Commencement Date Prior to Payment. At any
time prior to the commencement of any payment or distribution of a
Participant's Voluntary Deferred Compensation Account, such Participant may
request in writing to accelerate the receipt of all or a specified portion
of such voluntarily deferred cash-based Compensation amounts to the first
day of any calendar quarter; provided, however, that such date is at least
six (6) months after the end of the quarter in which the cash-based
Compensation is earned. Any such acceleration will be subject to a penalty
equal to a five percent (5%) reduction in the balance of the Participant's
Voluntary Deferred Compensation Account, which shall be forfeited to the
Company;
3.8 Method of Payment. A Participant in this portion of the Plan shall have
the option of:
(a) selecting a lump-sum payment;
(b) selecting a series of approximately equivalent annual installments
(adjusted as necessary to reflect amounts accrued during the installment
payout period in respect of DERs) in such number of installments as the
Participant shall specify (not exceeding twenty (20) installments); or
(c) not selecting a method of payment at the time the Voluntary
Deferred Payment Election Form is prepared. If the Participant does not
select a method of payment, then at
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least twelve (12) months prior to the time the deferral amount is scheduled
to be paid, the Participant must notify the Secretary of the Company as to
the specific method of payment which will be either in a lump sum or in
approximately equivalent annual installments, and such election shall be
subject to the consent of the Committee. Failure to provide appropriate
notification to the Secretary of the Company will result in a lump sum
payment on the deferral payment date.
A Participant in this portion of the Plan shall receive in cash all
voluntarily deferred cash-based Compensation credited to such Participant's
Voluntary Deferred Compensation Account. Restricted Units credited to the
Participant's Voluntary Deferred Compensation Account shall be valued at the
average closing price for Common Units of the Partnership as published in the
Wall Street Journal under the caption "New York Stock Exchange Composite
Transactions" for the ten (10) day period prior to each new calendar year.
ARTICLE IV
Mandatory Deferred Compensation Accounts
4.1 Creation of Mandatory Deferred Compensation Accounts. Compensation
deferred under this Article IV shall be credited, in the form of Restricted
Units, to a Mandatory Deferred Compensation Account established by the Company
for each Participant. Payout of such mandatorily deferred Compensation amounts
shall not commence until death, retirement or the termination of Board service.
4.2 Crediting Restricted Units. If the Committee elects to do so, each
Participant serving as a director of the Company, but who is not also an
employee of the Company, or any subsidiary or affiliate thereof, will be paid,
in quarterly installments, an aggregate annual dollar amount (the "Board
Restricted Unit Retainer") to be credited to a Participant's Mandatory Deferred
Compensation Account in the form of Restricted Units. The number of Restricted
Units to be credited quarterly to the Participant's Mandatory Deferred
Compensation Account shall be determined by dividing the Board Restricted Unit
Retainer quarterly installment cash amount by the average closing price for
Common Units of the Partnership as published in the Wall Street Journal under
the caption "New York Stock Exchange Composite Transactions" for the ten (10)
day period prior to the day on which the quarterly installment payment is due.
The number of Restricted Units in a Participant's Mandatory Deferred
Compensation Account shall be adjusted appropriately by the Committee in the
event of changes in the Partnership's
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outstanding Common Units by reason of any distribution, re-capitalization,
merger, consolidation, split-up, combination, exchange of units or the like, and
such adjustments shall be conclusive. Crediting of Restricted Units to a
Participant's Mandatory Deferred Compensation Account shall not entitle the
Participant to the rights of a limited partner of the Partnership or holder of
Partnership Common Units.
4.4 Crediting DERs. For each Restricted Unit in the Participant's Mandatory
Deferred Compensation Account, the Company shall credit such account with an
amount, in respect of DERs, equal to the cash distributions declared on a Common
Unit of the Partnership. The crediting shall occur as of the date on which such
cash distributions on the Common Units are paid. The number of Restricted Units
to be credited to the Participant's Mandatory Deferred Compensation Account
shall be calculated by dividing the number of DERs by the average closing price
for the Partnership's Common Units as published in the Wall Street Journal under
the caption "New York Stock Exchange Composite Transactions" for the period of
ten (10) trading days prior to the day on which the cash distributions are paid
on the Partnership's Common Units. Any fractional Restricted Units also shall be
credited to the Participant's Mandatory Deferred Compensation Account.
4.5 Time of Payment.
(a) Benefit Commencement Date for Mandatory Deferred Compensation
Account. All payments of a Participant's Mandatory Deferred Compensation
Account shall be made at, or shall commence on, the date selected by the
Participant in accordance with the terms of this Article IV. The date of
payment or distribution must be specified by the Participant in his or her
written Mandatory Form of Continuing Deferral unless such election is
revoked. A Participant's revocation must be submitted in writing to the
Secretary of the Company. If the Participant makes a new election with
regard to the date of payment or distribution for mandatorily deferred
Compensation, such new election will apply only prospectively to any
additional Restricted Units to be credited to the Mandatory Deferred
Compensation Account. If the Participant fails to designate a time of
payment, payment shall commence on the first day of the calendar year
following termination of Board service.
The Participant may elect to defer the receipt of such Participant's
Board Restricted Unit Retainer to the first day of the year following the
date of:
(1) retirement as a Director;
(2) termination of Board service; or
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(3) death. Upon the death of a Participant, prior to the final
payment of all amounts credited to such Participant's Mandatory
Deferred Compensation Account, the balance of such Mandatory Deferred
Compensation Account shall be paid in accordance with Article V,
commencing on the first day of the calendar year following the year of
death.
Notwithstanding the foregoing provisions of this Section 4.5, in no
event, however, shall any payment or distribution be made within the six
(6) months of any quarterly installment of the Board Restricted Unit
Retainer being earned. The benefit commencement date may not be later than
the third calendar year following the attainment of mandatory retirement
age for Directors.
(b) Acceleration of Benefit Commencement Date Prior to Payment. At any
time prior to the commencement of any payment or distribution of a
Participant's Mandatory Deferred Compensation Account, such Participant may
request in writing to accelerate the receipt of all or a specified portion
of such Mandatory Deferred Compensation Account amounts to the first day of
any calendar quarter; provided, however, that such date is at least six (6)
months after the end of the quarter in which any amount of the mandatorily
deferred Compensation subject to such acceleration request has been earned.
Any such acceleration will be subject to a penalty equal to a five percent
(5%) reduction in the balance of the Participant's Mandatory Deferred
Compensation Account, which shall be forfeited to the Company.
4.6 Method of Payment. Participant shall have the option of:
(a) selecting a lump sum payment;
(b) selecting a series of approximately equivalent annual installments
(adjusted as necessary to reflect amounts accrued during the installment
payout period in respect of DERs) in such number of installments as the
Participant shall specify (not exceeding twenty (20) installments); or
(c) not selecting a method of payment at the time the Mandatory Form
for Continuing Deferral is prepared. If the Participant does not select a
method of payment, then, at least twelve (12) months prior to the time the
deferral amount is scheduled to be paid, the Participant must notify the
Secretary of the Company as to the specific method of payment which will be
either in a lump sum or in approximately equivalent annual installments,
and such election shall be subject to the consent of the Committee. Failure
to provide appropriate notification to the Secretary of the Company will
result in a lump sum payment on the deferral payment date.
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The Participant shall receive in cash all mandatorily deferred Compensation
credited to such Participant's Mandatory Deferred Compensation Account.
Restricted Units credited to the Participant's Mandatory Deferred Compensation
Account shall be valued at the average closing price for Common Units of the
Partnership as published in the Wall Street Journal under the caption "New York
Stock Exchange Composite Transactions" for the ten (10) day period prior to each
new calendar year.
4.7 Subsequent Change in Method of Payment Election.
(a) Change in Method of Payment Prior to Commencement of Distribution
or Payment. With the approval of the Committee, and at any time not later
than twelve (12) months prior to the commencement of any payment or
distribution of the amounts credited to the Participant's Mandatory
Deferred Compensation Account, the Participant may file a written request
with regard to the method of payment (i.e., a series of installments versus
lump-sum payout), on a form prescribed by the Committee, which will revoke
all such earlier or prior elections with regard to the method of payment
(i.e., a series of installments versus lump-sum payout), and such new
choice as to method of payment will be applied both to amounts previously
credited to the Participant's current Mandatory Deferred Compensation
Account balance, as well as to amounts to be credited to such Mandatory
Deferred Compensation Account balance prospectively. Any such new or
subsequent election that is made less than twelve (12) months prior to the
commencement of any payment or distribution of the amounts credited to the
Participant's Mandatory Deferred Compensation Account, will be null and
void, and the Participant's most recent preceding timely election will be
reinstated.
(b) Change in Method of Payment Following Commencement of Distribution
or Payment. After payment or distribution of amounts credited to the
Participant's Mandatory Deferred Compensation Account has commenced, the
Participant may not change the period of time for which such amounts are
payable. However the Participant may convert installment payments to a lump
sum distribution subject to a penalty equal to a five percent (5%)
reduction in the balance of the Participant's Mandatory Deferred
Compensation Account, which shall be forfeited to the Company.
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ARTICLE V
Designation of Beneficiaries
5.1 Designation of Beneficiary. The Participant shall name one or more
beneficiaries and contingent beneficiaries to receive any payments due
Participant at the time of death. No designation of beneficiaries shall be valid
unless in writing signed by the Participant, dated and filed with the Committee
during the lifetime of such Participant. A subsequent beneficiary designation
will cancel all beneficiary designations signed and filed earlier under this
Plan, and such new beneficiary designation shall be applied to all amounts
previously credited to the Participant's Mandatory Deferred Compensation Account
(and/or Voluntary Deferred Compensation Account, as the case may be), as well as
to any amounts to be credited to such Participant's Mandatory Deferred
Compensation Account (and/or Voluntary Deferred Compensation Account, as the
case may be), prospectively. In case of a failure of designation, or the death
of the designated beneficiary without a designated successor, distribution shall
be paid in one lump sum to the estate of the Participant.
5.2 Spouse's Interest. The interest in any amounts hereunder of a spouse
who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not
limited to such spouse's will, nor shall such interest pass under the laws of
intestate succession.
5.3 Survivor Benefits. Upon the Participant's death, any balances in the
Participant's Mandatory Deferred Compensation Account and/or Voluntary Deferred
Compensation Account shall be paid in accordance with the method and form
elected by the Participant; provided, however, that the balance of the
Participant's Mandatory Deferred Compensation Account and/or Voluntary Deferred
Compensation Account may be paid out as a lump sum at the request of the
designated beneficiary, and with the consent of the Committee.
ARTICLE VI
Source of Payments
All payments of deferred Compensation shall be paid in cash from the
general funds of the Company and the Company shall be under no obligation to
segregate any assets in connection with the maintenance of any Mandatory
Deferred Compensation Account or Voluntary Deferred Compensation Account, nor
shall anything contained in this Plan nor any action taken pursuant to the Plan
create or be construed to create a trust of any kind, or a fiduciary
relationship between the
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Company and Participant. Title to the beneficial ownership of any assets,
whether cash or investments, that the Company may designate to pay the amount
credited to a Mandatory Deferred Compensation Account or a Voluntary Deferred
Compensation Account shall at all times remain in the Company and Participant
shall not have any property interest whatsoever in any specific assets of the
Company. Participant's interest in any Mandatory Deferred Compensation Account
or Voluntary Deferred Compensation Account shall be limited to the right to
receive payments pursuant to the terms of this Plan and such rights to receive
shall be no greater than the right of any other unsecured general creditor of
the Company.
ARTICLE VII
Change in Control
7.1 Effect of Change in Control on Payment. Anything to the contrary in
this Plan notwithstanding, a Participant may make an election at any time (a
"Change in Control Election") to receive, in a single lump sum payment, upon the
occurrence of a Change in Control, the balance of such Participant's Mandatory
Deferred Compensation Account and/or Voluntary Deferred Compensation Account, as
of the valuation date immediately preceding the Change in Control. Any Change in
Control Election, or revocation of an existing Change in Control Election, shall
be null and void if a Change in Control occurs within twelve (12) months after
it is made, and the Participant's most recent preceding Change in Control
Election, if timely made and not revoked at least twelve (12) months before the
Change in Control, shall remain in force. Each such election or revocation shall
be in writing and in conformity with such rules as may be prescribed by the
Committee. If no Change in Control Election is in force upon the occurrence of a
Change in Control, from the date of such Change in Control and for twelve (12)
months thereafter, each Participant, whether or not still a Director, shall have
the right to withdraw, in a single lump-sum cash payment, an amount equal to
ninety-five percent (95%) of the balance of each of such Participant's Mandatory
Deferred Compensation Account and/or Voluntary Deferred Compensation Account (a
"95% Withdrawal"), as of the valuation date immediately preceding the date of
withdrawal; provided, however, that if this option is exercised, such
Participant will forfeit to the Company the remaining five percent (5%) of the
balance of each such account (as of the valuation date immediately preceding the
date of withdrawal) from which the funds are withdrawn as a penalty. Payments
pursuant to a 95% Withdrawal shall be made as soon as practicable, but no later
than thirty (30) days after the Participant notifies the
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Committee in writing that such Participant is exercising the right to undertake
a 95% Withdrawal.
7.2 Amendment on or after Change in Control. On or after a Change in
Control, or before, but in connection with, a Change in Control, no action shall
be taken that would affect adversely the rights of any Participant or the
operation of this Article VII with respect to the balance in the Participant's
Accounts immediately before such action, including, by way of example and not of
limitation, the amendment, suspension or termination of the Plan.
7.3 Attorney's Fees. The Company shall pay all legal fees and related
expenses incurred by a Participant in seeking to obtain or enforce any payment,
benefit or right such Participant may be entitled to under the plan after a
Change in Control. The Participant shall reimburse the Company for such fees and
expenses at such time as a court of competent jurisdiction, or another
independent third party having similar authority, determines that the
Participant's claim was frivolously brought without reasonable expectation of
success on the merits thereof.
ARTICLE VIII
Miscellaneous
8.1 Nonalienation of Benefits. Participant shall not have the right to
sell, assign, transfer or otherwise convey or encumber in whole or in part the
right to receive any payment under this Plan except in accordance with Article
V.
8.2 Acceptance of Terms. The terms and conditions of this Plan shall be
binding upon the heirs, beneficiaries and other successors in interest of
Participant to the same extent that said terms and conditions are binding upon
the Participant.
8.3 Administration of the Plan. The Plan shall be administered by the
Committee which may make such rules and regulations and establish such
procedures for the administration of this Plan as it deems appropriate. In the
event of any dispute or disagreements as to the interpretation of this Plan or
of any rule, regulation or procedure or as to any questioned right or obligation
arising from or related to this Plan, the decision of the Committee shall be
final and binding upon all persons.
8.4 Termination and Amendment. The Plan may be terminated at any time by
the Board of Directors of Sunoco Partners LLC, and may be amended at any time by
the Committee; provided, however, that, without the prior written consent of the
Participant, no such amendment or termination shall affect adversely the rights
of any Participant or beneficiary of a Participant with
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respect to amounts credited to such Participant's Mandatory Deferred
Compensation Account and/or Voluntary Deferred Compensation Account prior to
such amendment or termination.
8.5 Severability. In the case any one or more of the provisions contained
in this Plan shall be invalid, illegal or unenforceable in any respect the
remaining provisions shall be construed in order to effectuate the purposes
hereof and the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
8.6 Governing Law. THIS PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
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