Exhibit 10.6





EXHIBIT 10.6




SUBURBAN PROPANE PARTNERS, L.P.

2000 RESTRICTED UNIT PLAN

EFFECTIVE NOVEMBER 1, 2000

AMENDED AND RESTATED EFFECTIVE OCTOBER 17, 2006

FURTHER AMENDED ON JULY 31, 2007, OCTOBER 31, 2007, JANUARY 24, 2008,

JANUARY 20, 2009 AND NOVEMBER 10, 2009




ARTICLE I

PURPOSE AND APPROVAL




The purpose of this Plan is to strengthen Suburban Propane Partners, L.P., a Delaware limited
partnership (the “Partnership”), by providing an incentive to certain selected employees and
Elected Supervisors of the Partnership and affiliated entities, and thereby encouraging them to
devote their abilities and industry to the success of the Partnership’s business enterprise in such
a manner as to maximize the Partnership’s value. It is intended that this purpose be achieved by
extending to such individuals an added long-term incentive for continued service to the
Partnership, and for high levels of performance and unusual efforts which enhance the Partnership’s
value through the grant of rights to receive Common Units (as hereinafter defined) of the
Partnership.



ARTICLE II

DEFINITIONS




For the purposes of this Plan, unless otherwise specified in an agreement, capitalized terms
shall have the following meanings:




2.1 “Act” shall mean the Securities Act of 1933, as amended.



2.2 “Agreement” shall mean the written agreement between the Partnership and a Grantee
evidencing the grant of an Award and setting forth the terms and conditions thereof.




2.3 “Award” shall mean a grant of restricted Common Units pursuant to the terms of this Plan.



2.4 “Beneficial Ownership” shall mean as that term is used within the meaning of Rule 13d-3
promulgated under the Exchange Act.




2.5 “Board” shall mean the Board of Supervisors of the Partnership.



2.6 “Cause” shall mean, unless otherwise provided in an Agreement, (a) the Grantee’s gross
negligence or willful misconduct in the performance of his duties, (b) the Grantee’s willful or
grossly negligent failure to perform his duties, (c) the breach by the Grantee of any written
covenants to Suburban Propane, L.P. or any of the Partnership’s other affiliates, (d) dishonest,
fraudulent or unlawful behavior by the Grantee (whether or not in conjunction with employment) or
the Grantee being subject to a judgment, order or decree (by consent or otherwise) by any
governmental or regulatory authority which restricts his ability to engage in the business
conducted by Suburban Propane, L.P., the Partnership, or any of their affiliates, or (e) willful or
reckless breach by the Grantee of any policy adopted by Suburban Propane, L.P., the Partnership, or
any of their affiliates, concerning conflicts of interest, standards of business conduct or fair
employment practices or procedures with respect to compliance with applicable law.



2.7 “Change in Capitalization” shall mean any increase or reduction in the number of Common
Units, or any change (including, but not limited to, a change in value) in the Common Units, or
exchange of Common Units for a different number of kind of units or other securities of the
Partnership, by reason of a reclassification, recapitalization, merger, consolidation,
reorganization, spin-off, split-up, issuance of warrants or rights or other convertible securities,
unit distribution, unit split or reverse unit split, cash dividend, property dividend, combination
or exchange of units, repurchase of units, change in corporate structure or otherwise.



 


 









 







2.8 “Change of Control” shall mean:



(a) the date (which must be a date subsequent to the Effective Date) on which any Person
(including the Partnership’s general partner) or More than One Person Acting as a Group (other than
the Partnership and/or its Subsidiaries) acquires, during the 12 month period ending on the date of
the most recent acquisition, Common Units or other voting equity interests eligible to vote for the
election of Supervisors (or of any entity, including the Partnership’s general partner, that has
the same authority as the Board to manage the affairs of the Partnership) (“Voting Securities”)
representing thirty percent 30% or more of the combined voting power of the Partnership’s then
outstanding Voting Securities; provided, however, that in determining whether a Change of Control
has occurred, Voting Securities which have been acquired in a “Non-Control Acquisition” shall be
excluded from the numerator. A “Non-Control Acquisition” shall mean an acquisition of Voting
Securities (x) by the Partnership, any of its Subsidiaries and/or an employee benefit plan (or a
trust forming a part thereof) maintained by any one or more of them, or (y) in connection with a
“Non-Control Transaction”; or



(b) the date of the consummation of (x) a merger, consolidation or reorganization involving
the Partnership, unless (A) the holders of the Voting Securities of the Partnership immediately
before such merger, consolidation or reorganization own, directly or indirectly, immediately
following such merger, consolidation or reorganization, at least fifty percent (50%) of the
combined voting power of the outstanding Voting Securities of the entity resulting from such
merger, consolidation or reorganization (the “Surviving Entity”) in substantially the same
proportion as their ownership of the Voting Securities of the Partnership immediately before such
merger, consolidation or reorganization, and (B) no person or entity (other than the Partnership,
any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the
Partnership, any Subsidiary, the Surviving Entity, or any Person who, immediately prior to such
merger, consolidation or reorganization, had Beneficial Ownership of more than twenty five percent
(25%) of then outstanding Voting Securities of the Partnership), has Beneficial Ownership of more
than twenty five percent (25%) of the combined voting power of the Surviving Entity’s then
outstanding Voting Securities; or (y) the sale or other disposition of forty percent (40%) of the
total gross fair market value of all the assets of the Partnership to any Person or More than One
Person Acting as a Group (other than a transfer to a Subsidiary). For this purpose, gross fair
market value means the value of the assets of the Partnership, or the value of the assets being
disposed of, determined without regard to any liability associated with such assets. A transaction
described in clause (A) or (B) of subsection (w) hereof shall be referred to as a “Non-Control
Transaction;” or



(c) the date a majority of the members of the Board is replaced during any twelve-month period
by the action of the Board taken when a majority of the Supervisors who are then members of the
Board are not Continuing Supervisors (for purposes of this section, the term “Continuing
Supervisor” means a Supervisor who was either (A) first elected or appointed as a Supervisor prior
to the Effective Date; or (B) subsequently elected or appointed as a Supervisor if such Supervisor
was nominated or appointed by at least a majority of the then Continuing Supervisors);



Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any
Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of
the outstanding Voting Securities as a result of the acquisition of Voting Securities by the
Partnership which, by reducing the number of Voting Securities outstanding, increases the
proportional number of Voting Securities Beneficially Owned by the Subject Person, provided that if
a Change of Control would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Partnership, and after such acquisition of Voting
Securities by the Partnership, the Subject Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change of Control shall occur. In addition, so
long as Section 409A of the Code (or any successor provision thereto) remains in effect,
notwithstanding anything herein to the contrary, none of the forgoing events shall be deemed to be
a “Change of Control” unless such event constitutes a “change in control event” within the meaning
of Section 409A of the Code and the regulations and guidance promulgated thereunder.






 


 









 








2.9 “Code” shall mean the Internal Revenue Code of 1986, as amended.




2.10 “Committee” shall mean the Compensation Committee of the Board.



2.11 “Common Units” shall mean the common units representing limited partnership interest of
the Partnership.



2.12 “Cure Period” shall mean the thirty-day period, following notification by a Grantee that
a Good Reason event has occurred, during which the Partnership has the option of rectifying the
Good Reason event.



2.13 “Disability” shall have the same meaning that such term (or similar term) has under the
Partnership’s long-term disability plan, or as otherwise determined by the Committee.




2.14 “Effective Date” shall mean November 1, 2000.



2.15 “Elected Supervisor” shall mean those members of the Board elected by a vote of holders
of Common Units.




2.16 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



2.17 “Fair Market Value” per unit on any date shall mean the average of the high and low sale
prices of the Common Units on such date on the principal national securities exchange on which such
Common Units are listed or admitted to trading, or if such Common Units are not so listed or
admitted to trading, the arithmetic mean of the per Common Unit closing bid price and per Common
Unit closing asked price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System or such other market on which such prices are regularly quoted, or, if
there have been no published bid or asked quotations with respect to Common Units on such date, the
Fair Market Value shall be the value established by the Board in good faith.



2.18 “Good Reason” shall mean, unless otherwise provided in an Agreement, in the case of an
employee of Suburban Propane, L.P. or any of the Partnership’s other affiliates, (a) any failure by
Suburban Propane, L.P. or any of the Partnership’s other affiliates to comply in any material
respect with the compensation provisions of a written employment agreement between the Grantee and
Suburban Propane, L.P. or any of the Partnership’s other affiliates, (b) a material adverse change
in the Grantee’s title without his consent, or (c) the assignment to the Grantee, without his
consent, of duties and responsibilities materially inconsistent with his level of responsibility.




2.19 “Grantee” shall mean a person to whom an Award has been granted under the Plan.



2.20 “More than one Person Acting as a Group” has the same meaning as set forth in Treasury
Regulation 1.409A-3(i)(5)(v)(B).



2.21 “Partnership” shall mean Suburban Propane Partners, L.P., a Delaware limited partnership,
and its successors.



2.22 “Person” has the meaning used for purposes of Section 13(d) or 14(d) of the Exchange Act.



2.23 “Plan” shall mean the Suburban Propane Partners, L.P. 2000 Restricted Unit Plan.



2.24 “Retirement” shall mean voluntary termination of employment (or, if the Grantee is a
non-employee Supervisor of the Partnership, voluntary termination of service as such a Supervisor)
by a Grantee who has attained age 55 and who has completed 10 years of “eligible service” to the
Partnership or its predecessors, in connection with a bona fide intent by the Grantee to no longer
seek full time employment in the industries in which the Partnership then participates. Retirement
shall not include voluntary termination of employment by a Grantee in response to, or anticipation
of, a termination of employment for Cause by the Partnership or one of its affiliates. The term
“eligible service” (a) for Grantees who are employees of the Partnership or one of its affiliates,
shall have the same meaning as the term is used in the Pension Plan for Eligible Employees of
Suburban Propane L.P. and Subsidiaries, and (b) for non-employee Supervisors of the Partnership,
shall mean service on the Board.



2.25 “Subsidiary” means any corporation, partnership, or other Person of which a majority of
its voting power or its voting equity securities or equity interest is owned, directly or
indirectly, by the Partnership.



2.26 “Recoupment Effective Date” means July 31, 2007.


 


 









 





ARTICLE III

ADMINISTRATION OF THE PLAN




3.1 The Plan shall be administered by the Committee, which shall hold meetings at such times
as may be necessary for the proper administration of the Plan. The Committee shall keep minutes of
its meetings. A quorum shall consist of not less than two members of the Committee and a majority
of a quorum may authorize any action. Any decision or determination reduced to writing and signed
by a majority of all of the members of the Committee shall be as fully effective as if made by a
majority vote at a meeting duly called and held. Notwithstanding anything else herein to the
contrary, the Committee may delegate to any individual or committee of individuals the
responsibility to carry out any of its rights and duties with respect to the Plan. No member of the
Committee or any individual to whom it has delegated any of its rights and duties shall be liable
for any action, failure to act, determination or interpretation made in good faith with respect to
this Plan or any transaction hereunder, except for liability arising from his or her own willful
misfeasance, gross negligence or reckless disregard of his or her duties. The Partnership hereby
agrees to indemnify each member of the Committee and its delegates for all costs and expenses and,
to the extent permitted by applicable law, any liability incurred in connection with defending
against, responding to, negotiating for the settlement of or otherwise dealing with any claim,
cause of action or dispute of any kind arising in connection with any actions in administering this
Plan or in authorizing or denying authorization for any transaction hereunder.



3.2 Each member of the Committee shall be (i) a “disinterested person” within the
meaning of Rule 16b-3 under the Exchange Act and (ii) an “independent director” within the
meaning of the listing standards of the New York Stock Exchange.



3.3 Subject to the express terms and conditions set forth herein, the Committee shall have the
power, consistent with Rule 16b-3 under the Exchange Act, from time to time to:



(a) select those employees and members of the Board to whom Awards shall be granted and to
determine the terms and conditions (which need not be identical) of each such Award;




(b) make any amendment or modification to any Agreement consistent with the terms of the Plan;



(c) construe and interpret the Plan and the Awards, and establish, amend and revoke rules and
regulations for the administration of the Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Agreement
or between the Plan and any Agreement, in the manner and to the extent it shall deem necessary or
advisable so that the Plan complies with applicable law, including Rule 16b-3 under the Exchange
Act to the extent applicable, and otherwise to make the Plan fully effective. All decisions and
determinations by the Committee or its delegates in the exercise of this power shall be final,
binding and conclusive upon the Partnership, its subsidiaries, the Grantees and all other persons
having any interest therein;



(d) exercise its discretion with respect to the powers and rights granted to it as set forth
in the Plan; and



(e) generally, exercise such powers and perform such acts as it deems necessary or advisable
to promote the best interests of the Partnership with respect to the Plan.



3.4 Subject to adjustment as provided in Article 7, the total number of Common Units that may
be made subject to Awards granted under the Plan shall be 717,805, consisting of 230,000 of which
are newly authorized as of the date hereof (subject to the unitholder approval requirements set
forth in Section 9.6), and 487,805 which were previously authorized as of the Effective Date. The
Partnership shall reserve for purposes of the Plan, out of its authorized but unissued units, such
newly authorized amount of Common Units.



3.5 Notwithstanding anything inconsistent contained in this Plan, the number of Common Units
subject to, or which may become subject to, Awards at any time under the Plan shall be reduced to
such lesser amount as may be required pursuant to the methods of calculation necessary so that the
exemptions provided pursuant to Rule 16b-3 under the Exchange Act will continue to be available for
transactions involving all current and future Awards. In addition, during the period that any
Awards remain outstanding under the Plan, the Committee may make good faith adjustments with
respect to the number of Common Units attributable to such Awards for purposes of calculating the
maximum number of Common Units subject to the granting of future Awards under the Plan, provided
that following such adjustments the exemptions provided pursuant to Rule 16b-3 under the Exchange
Act will continue to be available for transactions involving all current and future Awards.


 


 









 





ARTICLE IV

COMMON UNIT GRANTS




4.1 Time Vesting Grants. From time to time, the Committee may grant restricted Common
Units to Grantees, in such amounts as it deems prudent and proper. Such rights shall be granted,
and the Common Units underlying such rights shall be issued, in consideration of the performance of
services and for no other consideration.



4.2 Forfeiture. A Grantee’s rights with respect to the restricted Common Units shall
remain forfeitable at all times prior to the date on which the restrictions thereon shall have
lapsed in accordance with the terms of the Plan and the Award.



4.3 Vesting Schedule. The restricted Common Unit grants made pursuant to Section 4.1
shall vest and become non-forfeitable, unless otherwise determined by the Committee (at the time of
Award or otherwise), and the restrictions thereon shall lapse, at a rate of 25% on the third
anniversary of the date of the applicable Award, a second 25% on the fourth anniversary, and a
final 50% on the fifth anniversary of the date of the applicable Award, provided that the Grantee
is employed on such date.



4.4 Other Grants. Notwithstanding anything else herein to the contrary, the Committee
may grant Common Units on such terms and conditions as it determines in its sole discretion, the
terms and conditions of which shall be set forth in the applicable Award.



ARTICLE V

OTHER PROVISIONS APPLICABLE TO VESTING




5.1 Change of Control. Notwithstanding anything in this Plan to the contrary, upon a
Change of Control, all restrictions on Common Units shall lapse immediately (unless otherwise set
forth in the terms of the applicable Award) and all such restricted Common Units shall become fully
vested and non-forfeitable and will be distributed on the date of the Change of Control.



5.2 Forfeiture. Unless otherwise provided in an Award, any and all restricted Common
Units in respect of which the restrictions have not previously lapsed shall be forfeited (and
automatically transferred to and reacquired by the Partnership at no cost to the Partnership and
neither the Grantee nor any successors, heirs, assigns, or personal representatives of such Grantee
shall thereafter have any further right or interest therein) upon the termination of the Grantee’s
employment for any reason; provided, however, that in the event that a Grantee’s employment by the
Partnership or one of its affiliates was terminated without Cause or by the Grantee for Good
Reason, in either case, within six months prior to a Change of Control, no forfeiture of Common
Units shall be treated as occurring by reason of such termination and the Common Units shall vest
and become non-forfeitable as of the Change of Control in accordance with Section 5.1 and will be
distributed on the date of the Change of Control. As a condition precedent for such vesting to
occur when the Grantee terminated employment for Good Reason within six months prior to a Change of
Control, prior to such termination the Grantee must have both (a) notified the Partnership’s Vice
President of Human Resources (or if there be no such person, the then highest ranking member of the
Partnership’s Human Resources Department) of the Good Reason event by certified mail or overnight
courier within ninety days following the date of such event and (b) allowed a Cure Period following
the date of such notice.



5.3 Disability. Notwithstanding the provisions of Section 5.2, unless otherwise
provided in an Agreement, if a Grantee’s employment terminates as a result of Disability, the
restricted Common Units held by such Grantee for one year on the date of termination shall vest on
the six month anniversary of the effective date of such termination and shall be distributed on the
day following the date of vesting.



5.4 Retirement. Notwithstanding the provisions of Section 5.2, unless otherwise
provided in an Agreement, if a Grantee’s employment terminates as a result of Retirement, the
restricted Common Units held by such Grantee which were awarded to Grantee more than six months
prior to the effective date of such Retirement shall vest on the six month anniversary of the
effective date of such Retirement and shall be distributed on the day following the date of
vesting.



5.5 Recycling of Forfeited Shares. Subject to the restrictions set forth in Rule 16b-3
of the Exchange Act, any Common Units forfeited hereunder may be, after six months, the subject of
an Award pursuant to this Plan.




5.6 Not used



5.7 Recoupment Policy. Notwithstanding anything in this Plan to the contrary, awards
of Common Units granted under the Plan on or after the Recoupment Effective Date shall be deemed
“Incentive Compensation” covered by the terms of the Partnership’s Incentive Compensation
Recoupment Policy (the “Policy”) adopted by the Board on April 25, 2007, which is incorporated
herein by reference. In
accordance with the Policy, in the event of a significant restatement of the Partnership’s
published financial results and the Committee determines that fraud or intentional misconduct by a
Grantee was a contributing factor to such restatement, then, in addition to other disciplinary
action, the Committee may require cancellation of any unvested restricted Common Units granted
under the Plan to that Grantee after the Recoupment Effective Date. This Section 5.7 shall be
interpreted and administered in accordance with the Policy as in effect from time to time. In the
case of any inconsistency between the Policy and this Section 5.7, the Policy shall control.


 


 









 





ARTICLE VI

DELIVERY OF UNITS, ETC.




6.1 Delivery of Common Units. Subject to Section 9.3, the Partnership shall deliver to
the Grantee a certificate representing the applicable number of vested Common Units, free of all
restrictions hereunder, on (a) the date of vesting upon the vesting of Common Units pursuant to
Sections 4.3, 5.1 or 5.2, or (b) on the day following the date of vesting upon the vesting of
Common Units pursuant to Sections 5.3 or 5.4.



6.2 Transferability. Until such time as restricted Common Units have vested and become
non-forfeitable and certificates representing Common Units in respect thereof have been issued, a
Grantee shall not be entitled to transfer such Common Units.



6.3 Rights of Grantees. Until such time as restricted Common Units have vested and
become non-forfeitable and certificates representing Common Units in respect thereof have been
issued, a Grantee shall not be entitled to exercise any rights of a unitholder with respect
thereto, including the right to vote such units and the right to receive allocations or
distributions thereon.



ARTICLE VII

ADJUSTMENT UPON CHANGES IN CAPITALIZATION




7.1 In the event of a Change in Capitalization, the Committee shall conclusively determine the
appropriate adjustments, if any, to (i) the maximum number and class of Common Units or other units
or securities with respect to which Awards may be granted under the Plan, (ii) the number of Common
Units or other units or securities which are subject to outstanding Awards granted under the Plan,
and the purchase price thereof, if applicable.



7.2 If, by reason of a Change in Capitalization, a Grantee of an Award shall be entitled to
new, additional or different rights to acquire units or other securities, such new, additional or
different rights or securities shall thereupon be subject to all of the conditions, restrictions
and performance criteria which were applicable to the units subject to the Award prior to such
Change in Capitalization.



ARTICLE VIII

TERMINATION AND AMENDMENT OF THE PLAN




The Plan shall terminate on the day preceding the tenth anniversary of the Effective Date and
no Award may be granted thereafter. The Board may sooner terminate the Plan and the Board may at
any time and from time to time amend, terminate, modify or suspend the Plan or any Agreement
provided, however, that no such amendment, modification, suspension or termination shall impair or
adversely affect any Awards theretofore granted under the Plan, except with the consent of the
Grantee, nor shall any amendment, modification, suspension or termination deprive any Grantee of
any Common Units which he or she may have acquired through or as a result of the Plan. To the
extent required under Section 16(b) of the Exchange Act and the rules and regulations promulgated
thereunder or any other applicable law, rule or regulation, including, without limitation, any
requirement of a securities exchange on which the Common Units are listed for trading, no amendment
shall be effective unless approved by the unitholders of the Partnership in accordance with
applicable law, rule or regulation.



ARTICLE IX

MISCELLANEOUS




9.1 Non-Exclusivity of the Plan. The adoption of the Plan by the Board shall not be
construed as amending, modifying or rescinding any previously approved incentive arrangement or as
creating any limitations on the power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of options to acquire the Common
Units, and such arrangements may be either applicable generally or only in specific cases.



9.2 Limitation of Liability. As illustrative of the limitations of liability of the
Partnership, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:



(a) give any person any right to be granted an Award other than at the sole discretion of the
Committee;


 


 









 





(b) give any person any rights whatsoever with respect to the Common Units except as
specifically provided in the Plan or an Agreement;



(c) limit in any way the right of the Partnership or any of its affiliates to terminate the
employment of any person at any time; or



(d) be evidence of any agreement or understanding, express or implied, that the Partnership
will employ any person at any particular rate of compensation or for any particular period of time.



9.3 Regulations and Other Approvals; Governing Law. Except as to matters of federal
law, this Plan and the rights of all persons claiming hereunder shall be construed and determined
in accordance with the laws of the State of New Jersey without giving effect to conflicts of law
principles.



Notwithstanding any other provisions of this Plan, the obligation of the Partnership to
deliver the Common Units in respect thereof under the Plan shall, in each case, be subject to all
applicable laws, rules and regulations, including all applicable federal and state securities laws,
and the obtaining of all such approvals by governmental agencies as may be deemed necessary or
appropriate by the Committee.



(a) Except as provided in Article VIII hereof, the Board may make such changes to the Plan or
an Agreement as may be necessary or appropriate to comply with the rules and regulations of any
government authority.



(b) Each Award is subject to the requirement that, if at any time the Committee determines, in
its sole and absolute discretion, that the listing, registration or qualification of the Common
Units issuable pursuant to the Plan is required by any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Award of the issuance of the
Common Units, no Awards shall be granted and no Common Units shall be issued, in whole or in part,
unless such listing, registration, qualification, consent or approval has been effected or obtained
free of any conditions not acceptable to the Committee.



(c) Notwithstanding anything contained in the Plan or any Agreement to the contrary, in the
event that the disposition of the Common Units or any other securities acquired pursuant to the
Plan is not covered by a then current registration statement under the Act or is not otherwise
exempt from such registration, such Common Units shall be restricted against transfer to the extent
required by the Act and Rule 144 or other regulations thereunder. The Committee may require any
person receiving Common Units pursuant to an award granted under the Plan, as a condition precedent
to receipt of such Common Units, to represent and warrant to the Partnership in writing that the
Common Units acquired by such individual are acquired without a view to any distribution thereof
and will not be sold or transferred other than pursuant to an effective registration thereof under
said Act or pursuant to an exemption applicable under the Act or the rules and regulations
promulgated thereunder. The certificates evidencing any of such Common Units shall be appropriately
legended to reflect their status as restricted securities as aforesaid.



(d) Although the partnership makes no guarantee with respect to the tax treatment of
distributions hereunder, this Plan is intended to comply with Section 409A of the Code. This Plan
and any Agreement shall be interpreted and administered in a manner that is either exempt from or
compliant with the requirements of Section 409A of the Code and the regulations and rulings
promulgated thereunder. Notwithstanding anything in the Plan or in any Agreement to the contrary,
the Committee may amend the Plan or an Agreement, to take effect retroactively or otherwise, as
deemed necessary or advisable for the purpose of conforming the Plan or Agreement to Section 409A
of the Code (and the administrative regulations and rulings promulgated thereunder). By accepting
an Award under this Plan, a Grantee agrees to any amendment made pursuant to this Section 9.3(d) to
any Agreement granted under the Plan without further consideration or action.


 


 









 





9.4 Withholding of Taxes. At such times as a Grantee recognizes taxable income in
connection with the rights to acquire Common Units granted hereunder (a “Taxable Event”), the
Grantee shall pay to the Partnership an amount equal to the federal, state and local income taxes
and other amounts as may be required by law to be withheld by the Partnership in connection with
the Taxable Event (the “Withholding Taxes”) prior to the issuance of such units. The Partnership
shall have the right to deduct from any payment of cash to a Grantee an amount equal to the
Withholding Taxes in satisfaction of the obligation to pay Withholding Taxes. In satisfaction of
the obligation to pay Withholding Taxes to the Partnership, the Grantee may make a written election
(the “Tax Election”), which may be accepted or rejected in the discretion of the Committee, to have
withheld a portion of the Common Units then issuable to him or her having an aggregate Fair Market
Value, on the date preceding the date of such issuance, equal to the Withholding Taxes, provided
that in respect of a Grantee who may be subject to liability under Section
16(b) of the Exchange Act, such withholding is done in accordance with any applicable Rule
under section 16(b) of the Exchange Act.



9.5 Interpretation. The Plan is intended to comply with Rule 16b-3 promulgated under
the Exchange Act, and the Committee shall interpret and administer the provisions of the Plan or
any Agreement in a manner consistent therewith. Any provisions inconsistent with such rule shall be
inoperative and shall not affect the validity of the Plan.



9.6 Effective Date. The effective date of the Plan shall be the Effective Date. The
effectiveness of the Plan is subject to approval of the Plan prior to the Effective Date by the
partners of the Partnership. The effective date of the amendments to the Plan as set forth in this
Amended and Restated Plan shall be as of the date such amendment is approved by the unitholders of
the Partnership to the extent necessary under Section 16(b) of the Exchange Act and the rules and
regulations promulgated thereunder and as required under the listing standards of the New York
Stock Exchange or any other applicable law.