**Exhibit 10.10**

 

 

 

**SUNOCO PARTNERS LLC**

**EXECUTIVEINVOLUNTARY SEVERANCE PLAN**

(Amended and restated as of January 23, 2008) 

 

 

 

**ARTICLE I**

**DEFINITIONS**

Section 1.1 “*Benefit*” or“*Benefits*”—shall mean any or all of the benefits that a Participant is entitled to receive pursuant to Article IV of the Plan. 

Section 1.2 “*Board of Directors*”—shall mean the Board of Directors of Sunoco Partners LLC, or any successor thereto. 

Section 1.3 “*Chief Executive Officer*”—shall mean the individual serving as the Chief Executive Officer of SunocoPartners LLC, as of the date of reference. 

Section 1.4 “*Committee*”—shall mean the administrativecommittee designated pursuant to Article VI of the Plan to administer the Plan in accordance with its terms. 

Section 1.5“*Company*”—shall mean Sunoco Partners LLC, a Pennsylvania limited liability Company that is the general partner of Sunoco Logistics Partners L.P., a Delaware limited partnership. The term “Company” shall includeany successor to Sunoco Partners LLC, any subsidiary or affiliate thereof that has adopted the Plan, or an entity succeeding to the business of Sunoco Partners LLC, or any subsidiary or affiliate, by merger, consolidation or liquidation or purchaseof assets or equity or similar transaction. 

Section 1.6 “*Company Service*”—shall mean, for purposes ofdetermining Benefits available to any Participant in this Plan, the total aggregate recorded length of such Participant’s service with Sunoco Partners LLC; any predecessor thereto (including, specifically, Sunoco, Inc. and its affiliates), anysubsidiary or affiliate thereof (whether by merger, consolidation, liquidation, or purchase of assets or equity, or similar transaction) that has adopted the Plan; and/or any entity succeeding to the business of Sunoco Partners LLC. Company Serviceshall commence with the Participant’s initial date of employment with the Company, and shall end with such Participant’s death, retirement, or termination for any reason. Company Service also shall include: 

(a) all periods of approved leave of absence (whether personal, educational, family, medical, military, or otherwise); *provided,however*, that the Participant returns to work within the prescribed time following the leave; 

(b) any break in serviceof thirty (30) days or less; and 

(c) any service credited under applicable Company policies with respect to the lengthof a Participant’s employment by any non-affiliated entity that is subsequently acquired by, and becomes a part of, the Company’s operations. 

Section 1.7 “*Compensation Committee*”—shall mean the Compensation Committee of the Board of Directors. 

Section 1.8 “*Disability*”—shall mean any illness, injury or incapacity of such duration and type as to render a Participant eligible to receive long-term disability benefits under theapplicable broad-based long-term disability program of the Company. 

Section 1.9 “*Employment TerminationDate*”—shall mean the date on which a Participant separates from service as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunder. 

Section 1.10 “*ERISA*”—shall mean the Employee Retirement Income Security Act of 1974, as amended. 

Section 1.11 “*Executive Level Employee*”—shall mean the followingofficers of the Company: the Chief Executive Officer; the Chief Financial Officer; the Vice President, Operations; the Vice President, Business Development; the Vice President, Lease Acquisition and Marketing; the Vice President, General Counsel andSecretary; and the Comptroller, together with such other persons as may be designated by the Compensation Committee. 

Section 1.12“*Just Cause*”—shall mean: 

(a) the willful and continued failure of the Participant to performsubstantially the Participant’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Boardof Directors or the Chief Executive Officer, specifically identifying the manner in which the Board of Directors or the Chief Executive Officer believes the Participant has not substantially performed the Participant’s duties, or 

(b) the willful engaging by the Participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to theCompany or Sunoco Logistics Partners L.P. 

For purposes of this Section 1.12, no act, or failure to act, on the part of theParticipant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company, or ofSunoco Logistics Partners L.P. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or upon the instructions of the Chief Executive Officer or a senior officer of the Company or basedupon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company, or of Sunoco Logistics Partners L.P. The cessation theParticipant’s employment shall not be deemed to be for Just Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entiremembership of the Board of Directors (excluding the Participant, if the Participant is a member of the Board of Directors) at a meeting of the Board of Directors (after reasonable notice is provided to the Participant and the Participant is given anopportunity, together with counsel for the Participant, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board of Directors, the Participant is guilty of the conduct described in Section 1.12(a) or1.12(b), hereof, and specifying the particulars thereof in detail. 

Section 1.13 “*Participant*”—shall meanany Executive Level Employee; *provided, however,*that any Executive Level Employee having an employment contract with the Company that provides severance benefits shall not be eligible to participate in the Plan while such contract is ineffect, except to the extent specifically provided in the contract. 

Section 1.14 “*Plan*”—shall mean theSunoco Partners LLC Executive Involuntary Severance Plan, as set forth herein, and as the same may from time to time be amended. 

Section 1.15 “*Plan Year*”—shall mean each fiscal year of the Company during which this Plan is in effect. 

Section 1.16 “*Salary Continuation Period*”—shall mean: 

(a) six (6) weeks, inthe case of a Participant who either has not executed the release described in Section 3.3 hereof, or who has revoked such a previously executed release; or 

(b) in the case of a Participant that has executed and not revoked the release described in Section 3.3 hereof: 

(1) seventy-eight (78) weeks for the Company’s Chief Executive Officer, ChiefFinancial Officer, any vice president and each other Executive Level Employee in Grade 17 or above; and 

(2) fifty-two(52) weeks for each other Executive Level Employee. 

Section 1.17 “*Specified Employee*” shall mean each ofthe following: the Chief Executive Officer; the Chief Financial Officer; the Vice President, Operations; the Vice President, Business Development; the Vice President, Lease Acquisition and Marketing; the Vice President, General Counsel andSecretary; and Comptroller (designated pursuant to the election of an alternative method specified in Treasury Regulation Sections 1.409A-1(i)(5) and 1.409A-1(i)(8)). 

Section 1.18 “*Weekly Compensation*”—shall mean the sum of each of the following items divided by 52: 

(a) a Participant’s annual base salary; and 

(b) the applicable guideline (target) annual bonus amount in effect on his or her Employment Termination Date. 

**ARTICLE II**

**BACKGROUND, PURPOSE ANDTERM OF PLAN**

Section 2.1 *Background*. The Company maintains this Plan for the purpose of providing severanceallowances to its Executive Level Employees, whose employment is terminated for reasons other than Just Cause. The Plan shall be effective as of January 26, 2007. 

Section 2.2 *Purpose of the Plan*. In recognition of their past service to the Company, this Plan is intended to alleviate, in part or in full, financial hardships which may be experienced by certainof those employees of the Company whose employment is terminated. In essence, benefits under the Plan are intended to be additional compensation for past services or the continuation of the specified fringe benefits for a transitional period. Theamount or kind of benefit to be provided is to be based on the position and compensation of the Executive Level Employee and the fringe benefit programs applicable to such Executive Level Employee at his or her Employment Termination Date. The Planis not intended to be included in the definitions of “employee pension benefit plan” and “pension plan” as set forth under Section 3(2) of ERISA. Rather, this Plan is intended to meet the descriptive requirements of a planconstituting a “severance pay plan” within the meaning regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, § 2510.3-2(b). 

Section 2.3 *Term of the Plan*. The Plan will continue until such time as the Board of Directors, or a committee thereof, delegated suchresponsibility, acting in its sole discretion, elects to modify, supersede or terminate it in accordance with the further provisions hereof. 

**ARTICLE III**

**PARTICIPATION AND ELIGIBILITY FOR BENEFITS**

Section 3.1 *General Eligibility Requirement*. In order to receive a Benefit under this Plan, a Participant’s employment must havebeen terminated by the Company other than for Just Cause, death or Disability; *provided, however,*that any Participant who is receiving benefits under the Sunoco Partners LLC Special Executive Severance Plan shall not also be eligible toreceive any Benefit under this Plan. 

Section 3.2 *Employment by Successor*. Notwithstanding anything herein to the contrary,no Benefits shall be due hereunder in connection with the sale or other disposition by the Company of the equity or assets of any business unit, division, subsidiary, or other affiliate, if the Participant receives an offer of employment from thepurchaser or other acquiror at a combined annual salary and guideline bonus at least equal to the annual salary and guideline bonus for his or her position with the Company immediately prior to such sale or other disposition. 

Section 3.3 *Release*. Unless the Participant executes a full waiver and release of claims in a form satisfactory to the Company, andnotwithstanding anything herein to the contrary as provided in Section 5.2, the Benefits provided hereunder in connection with a termination of employment shall be provided only for the Salary Continuation Period set forth inSection 1.16(a) of this Plan, and the special medical benefit described in Section 4.4 of this Plan shall not be provided. In no event shall execution of the release described in this Section 3.3 impair a Participant’s ability topursue any rights with respect to benefits under the Sunoco Partners LLC. Special Executive Severance Plan. 

**ARTICLE IV**

**BENEFIT**

Section 4.1*Amount of Immediate Cash Benefit*. The immediate cash amount to be paid to a Participant eligible to receive Benefits under Section 3.1 hereof shall be paid in a lump sum and shall equal the Participant’s earned vacation (asdetermined under the Company’s applicable vacation policy as in effect on the Employment Termination Date) through the end of his or her Employment Termination Date. 

Section 4.2 *Salary Continuation*. A Participant who is eligible to receive Benefits under Section 3.1 shall continue to be entitled, through the end of his/her Salary Continuation Period tohis/her Weekly Compensation as in effect on the Employment Termination Date. 

Section 4.3 *Executive Benefits*. AParticipant who is eligible to receive Benefits under Section 3.1 shall continue to be entitled, through the end of his/her Salary Continuation Period to those employee benefits listed below: 

(a) death benefits in an amount equal to one (1) times annual base salary at the Employment Termination Date. Supplemental coverageselected under the Company’s applicable death benefits plan(s), or any similar plan of any of the following, will be discontinued under the terms of such plan(s): 

(i) a subsidiary or affiliate which has adopted this Plan; 

(ii) a corporation succeeding to the business of Sunoco, Inc.; and/or 

(iii) any subsidiary or affiliate, by merger, consolidation or liquidation or purchase of assets or stock or similar transaction); and

(b) medical plan benefits (excluding dental coverage), including COBRA continuation coverage beginning as of the start ofthe Salary Continuation Period and running concurrently therewith. 

In each case, when contributions are required of all other activeExecutive Level Employees at the time of the Participant’s Employment Termination Date, or thereafter, if required of other Executive Level Employees, the Participant shall continue to be responsible for making the required contributions duringthe Salary Continuation Period in order to be eligible for the coverage. The Participant also shall be entitled to reasonable outplacement services as deemed appropriate by the Committee; provided, 

however, that such outplacement services shall be provided for the period that ends no later than the end of the second calendar year following the year ofthe Participant’s Employment Termination Date and paid for directly by the Company no later than the end of the third calendar year following the year of the Participant’s Termination Date. 

Section 4.4 *Special Medical Benefit*. Participants who have executed and not revoked the release described in Section 3.3 hereof,who were employed by the Company on or before January 1, 2008, and who were fifty (50) or more years of age on January 1, 2008, with a minimum of ten (10) years of Company Service on the Employment Termination Date, shall havemedical (but not dental) benefits available under the same terms and conditions as other employees not yet eligible for Medicare coverage who retire under the terms of a Company retirement plan. Participants who have executed and not revoked therelease described in Section 3.3 hereof, and who (a) are fifty (50) or more years of age on the Employment Termination Date, and (b) were not employed by the Company on January 1, 2008, or were not fifty (50) or moreyears of age on January 1, 2008, or have fewer than ten (10) years of Company Service on the Employment Termination Date, shall be eligible for the medical benefits described in the preceding sentence, at a cost to any such Participantthat is equal to the full premium cost of such coverage. Subject to modification or termination of such medical benefits as generally provided to other employees not yet eligible for Medicare coverage who retire under the terms of a Companyretirement plan, such benefits may continue until such time as the Participant becomes first eligible for Medicare, or the Participant voluntarily cancels coverage, whichever is earliest.” 

Section 4.5 *Retirement Plans*. This Plan shall not govern and shall in no way affect the Participant’s interest in, or entitlementto benefits under, any qualified or supplemental retirement plans in which the Participant participates, and payments received under any such plan shall not affect a Participant’s right to any Benefit hereunder. 

Section 4.6 *Minimum Benefit*. Notwithstanding the provisions of Sections 4.2, 4.3 and 4.4 hereof, the Benefits available under thisPlan shall not be less than those determined in accordance with the provisions of the Company’s Involuntary Termination Plan. If the Participant determines that the benefits under the Company’s Involuntary Termination Plan are morevaluable to the Participant than the comparable Benefits set forth in this Plan, then the provisions used to calculate the Benefits available to the Participant under this Plan shall not apply, and the Benefits available to the Participant underthis Plan shall be calculated using only the applicable provisions of the Company’s Involuntary Termination Plan. 

Section 4.7*Effect on Other Benefits*. There shall not be drawn from the continued provision by the Company of any of the aforementioned Benefits any implication of continued employment, or of continued right to accrual of retirement benefits underthe qualified or supplemental retirement plans, in which the Participant participates, nor shall a Participant accrue vacation days, paid holidays, paid sick days or other similar benefits normally associated with employment for any part of theSalary Continuation Period during which benefits are payable under this Plan. 

**ARTICLE V**

**METHOD AND DURATION OF BENEFIT PAYMENTS**

Section 5.1 *Method of Payment*. 

(a) The cash Benefits to which a Participant is entitled, asdetermined pursuant to Article IV hereof, shall be paid monthly except as otherwise provided in this Article V. Pursuant to Treasury Regulation Section 1.409A-2(b)(2)(iii), for purposes of Treasury Regulation 1.409A-1(b)(4) and all otherprovisions of the regulations promulgated under Code Section 409A, the 

Participant’s right to the series of monthly payments hereunder at all times shall be treated as a right to a series of separate payments. Payment shallbe made by mailing to the last address provided by the Participant to the Company, or by direct deposit into a bank account designated by the Participant in writing to the Company. 

(b) Payment of any cash Benefits (that are deferred compensation for purposes of Code Section 409A) to any Participant who is aSpecified Employee shall be made as follows: 

(i) Cash Benefits that are scheduled to be paid for the period which begins onsuch Participant’s Employment Termination Date and ends on the date six months from such Participant’s Employment Termination Date, shall not be paid as scheduled, but shall be accumulated and paid in a lump sum on the date six monthsafter the Participant’s Employment Termination Date. 

(ii) Simple interest will be paid on cash Benefits delayedhereunder from the date such payments would have been made to the Participant but for this subsection (b), to the date of actual payment, at the interest rate used to determine lump sum payments under the Sunoco, Inc. Retirement Plan as of the dateof the Participant’s Employment Termination Date. 

Section 5.2 *Conditions to Entitlement to Benefit*. In order to beeligible to receive full Benefits hereunder, a Participant shall make himself/herself available to the Company and cooperate in any reasonable manner (so as not to unreasonably interfere with subsequent employment) in providing assistance to theCompany after his or her Employment Termination Date in conducting any matters which are pending at such time, and, as provided in Section 3.3, shall execute a release and discharge of the Company from any and all claims, demands or causes ofaction other than as to amounts or benefits due to the Participant under any plan, program or contract provided by, or entered into with, the Company. Such release and discharge shall be in such form as is prescribed by the Committee and shall beexecuted prior to the payment of any Benefits due hereunder. In addition, no Benefits due hereunder shall be paid to a Participant who is required by Company guidelines to execute an agreement governing the assignment of patents or the disclosure ofconfidential information unless an executed copy of such agreement is on file with the Company. 

Section 5.3 *Payments toBeneficiaries*. Each Executive Level Employee shall designate one or more beneficiaries to receive the Benefits due hereunder in the event of the Participant’s death prior to the receipt of all such Benefits. Such beneficiary designationshall be made in the manner, and at the time, prescribed by the Committee in its sole discretion. In the absence of an effective beneficiary designation hereunder, the Participant’s estate shall be deemed to be his or her designatedbeneficiary. 

**ARTICLE VI**

**ADMINISTRATION**

Section 6.1 *Appointment of the Committee*. The Committee shall consist of three(3) or more persons who may be, but need not be, employees of the Company. The composition of the Committee shall be identical to that of the committee appointed by the Compensation Committee of the Company’s Board of Directors for thepurpose of administering the Company’s Special Executive Severance Plan. 

Section 6.2 *Tenure of the Committee*.Committee members shall serve at the pleasure of the Compensation Committee and may be discharged, with or without Cause, by the Compensation Committee. Committee members may resign at any time on ten (10) days’ written notice. 

Section 6.3 *Authority and Duties*. It shall be the duty of the Committee, on the basisof information supplied to it by the Company, to determine the eligibility of each Participant for Benefits under the Plan, to determine the amount of Benefit to which each such Participant may be entitled, and to determine the manner and time ofpayment of the Benefit consistent with the provisions hereof. In addition, the exercise of discretion by the Committee need not be uniformly applied to similarly situated Participants. The Company shall make such payments as are certified to it bythe Committee to be due to Participants. The Committee shall have the full power and authority to construe, interpret and administer the Plan, to correct deficiencies therein, to supply omissions and to make factual determinations. All decisions,actions and interpretations of the Committee shall be final, binding and conclusive upon the parties. 

Section 6.4 *Action by theCommittee*. A majority of the members of the Committee shall constitute a quorum for the transaction of business at a meeting of the Committee. Any action of the Committee may be taken upon the affirmative vote of a majority of the members ofthe Committee at a meeting, or at the direction of the Chairperson, without a meeting by mail, telegraph, telephone or electronic communication device; provided that all of the members of the Committee are informed of their right to vote on thematter before the Committee and of the outcome of the vote thereon. 

Section 6.5 *Officers of the Committee*. TheCompensation Committee shall designate one of the members of the Committee to serve as Chairperson thereof. The Compensation Committee shall also designate a person to serve as Secretary of the Committee, which person may be, but need not be, amember of the Committee. 

Section 6.6 *Compensation of the Committee*. Members of the Committee shall receive nocompensation for their services as such. However, all reasonable expenses of the Committee shall be paid or reimbursed by the Company upon proper documentation. The Company shall indemnify members of the Committee against personal liability foractions taken in good faith in the discharge of their respective duties as members of the Committee and shall provide coverage to them under the Company’s liability insurance program(s). 

Section 6.7 *Records, Reporting and Disclosure*. The Committee shall keep all individual and group records relating to Participants andformer Participants and all other records necessary for the proper operation of the Plan. Such records shall be made available to the Company and to each Participant for examination during business hours except that a Participant shall examine onlysuch records as pertain exclusively to the examining Participant and to the Plan. The Committee shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Internal Revenue Code,and every other relevant statute, each as amended, and all regulations thereunder (except that the Company, as payor of the Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes,Social Security taxes, and other amounts which may be similarly reportable). 

Section 6.8 *Actions of the Chief ExecutiveOfficer*. Whenever a determination is required of the Chief Executive Officer under the Plan, such determination shall be made solely at the discretion of the Chief Executive Officer. In addition, the exercise of discretion by the ChiefExecutive Officer need not be uniformly applied to similarly situated Participants and shall be final and binding on each Participant or beneficiary(ies) to whom the determination is directed. 

Section 6.9 *Bonding*. The Committee shall arrange any bonding that may be required by law, but no amount in excess of the amountrequired by law (if any) shall be required by the Plan. 

**ARTICLE VII**

**AMENDMENT AND TERMINATION**

Section 7.1 *Amendment, Suspension and Termination*. The Company, acting by or pursuant to a resolution of the Board of Directors, or acommittee thereof delegated such responsibility, retains the right, at any time and from time to time, to amend, suspend or terminate the Plan in whole or in part, for any reason, and without either the consent of or the prior notification to anyParticipant. No such amendment shall give the Company the right to recover any amount paid to a Participant prior to the date of such amendment or to cause the cessation and discontinuance of payments of Benefits to any person or persons under thePlan already receiving Benefits. No action to amend or modify the Plan that is taken after a Change in Control (as such term is defined in the Special Executive Severance Plan of the Company) or before, but in connection with, a Change in Control,may terminate or reduce the rights of a Participant as of the date of such action with respect to the Company’s Special Executive Severance Plan or Section 3.3. 

**ARTICLE VIII**

**DUTIES OF THE COMPANY**

Section 8.1 *Records*. The Company shall supply to the Committee all records and information necessary to the performance of theCommittee’s duties. 

Section 8.2 *Payment*. The Company shall make payments from its general assets to Participants,and shall provide the Benefits described in Article IV hereof in accordance with the terms of this Plan, as directed by the Committee. 

**ARTICLE IX**

**CLAIMS PROCEDURES**

Section 9.1 *Application for Benefits*. Benefits shall be paid by the Company following a termination of employment that qualifies the Participant for Benefits. In the event a Participant believeshimself/herself eligible for Benefits under this Plan and Benefit payments have not been initiated by the Company, the Participant may apply for such Benefits by requesting payment of Benefits in writing from the Company. 

Section 9.2 *Appeals of Denied Claims for Benefits*. In the event that any claim for benefits is denied in whole or in part, theParticipant (or beneficiary, if applicable) whose claim has been so denied shall be notified of such denial in writing by the Committee, within thirty (30) days following submission by the Participant (or beneficiary, if applicable) of suchclaim to the Committee. The notice advising of the denial shall specify the reason or reasons for denial, make specific reference to pertinent Plan provisions, describe any additional material or information necessary for the claimant to perfect theclaim (explaining why such material or information is needed), and shall advise the Participant of the procedure for the appeal of such denial. All appeals shall be made by the following procedure: 

(a) The Participant whose claim has been denied shall file with the Committee a notice of desire to appeal the denial. Such notice shallbe filed within sixty (60) days of notification by the Committee of the claim denial, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred. 

(b) The Committee shall, within thirty (30) days of receipt of the Participant’s notice of appeal, establish a hearing date onwhich the Participant may make an oral presentation to the Committee in support of his/her appeal. The Participant shall be given not less than ten (10) days’ notice of the date set for the hearing. 

(c) The Committee shall consider the merits of the claimant’s written and oralpresentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Committee shall deem relevant. If the claimant elects not to make an oral presentation, such election shall not bedeemed adverse to his/her interest, and the Committee shall proceed as set forth below as though an oral presentation of the contents of the claimant’s written presentation had been made. 

(d) The Committee shall render a determination upon the appealed claim, within sixty (60) days of the hearing date, whichdetermination shall be accompanied by a written statement as to the reasons therefor. The determination so rendered shall be binding upon all parties. 

**ARTICLE X**

**MISCELLANEOUS**

Section 10.1 *Nonalienation of Benefits*. None of the payments, benefits or rights of any Participant shall be subject to any claim ofany creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor ofsuch Participant. No Participant shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he/she may expect to receive, contingently or otherwise, under this Plan. 

Section 10.2 *No Contract of Employment*. Neither the establishment of the Plan, nor any modification thereof, nor the creation of anyfund, trust or account, nor the payment of any benefits shall be construed as giving any Participant, or any person whosoever, the right to be retained in the service of the Company, and all Participants shall remain subject to discharge to the sameextent as if the Plan had never been adopted. 

Section 10.3 *Severability of Provisions*. If any provision of this Planshall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included. 

Section 10.4 *Successors, Heirs, Assigns, and Personal Representatives*. This Plan shall be binding upon the heirs, executors,administrators, successors and assigns of the parties, including each Participant, present and future. Unless the Chief Executive Officer directs otherwise, the Company shall require any successor or successors (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to acknowledge expressly that this Plan is binding upon and enforceable against the Company in accordance with the terms hereof,and to become jointly and severally obligated with the Company to perform under this Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 

Section 10.5 *Headings and Captions*. The headings and captions herein are provided for reference and convenience only, shall not beconsidered part of the Plan, and shall not be employed in the construction of the Plan. 

Section 10.6 *Gender and Number*.Except where otherwise clearly indicated by context, the masculine and the neuter shall include the feminine and the neuter, the singular shall include the plural, and vice-versa. 

Section 10.7 *Unfunded Plan*. The Plan shall not be funded. The Company may, but shall not be required to, set aside or earmark anamount necessary to provide the Benefits specified herein (including 

the establishment of trusts). In any event, no Participant shall have any right to, or interest in, any assets of the Company which may be applied by theCompany to the payment of Benefits. 

Section 10.8 *Payments to Incompetent Persons, Etc*. Any benefit payable to or forthe benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person,and such payment shall fully discharge the Company, the Committee and all other parties with respect thereto. 

Section 10.9 *LostPayees*. A Benefit shall be deemed forfeited if the Committee is unable to locate a Participant to whom a Benefit is due. Such Benefit shall be reinstated if application is made by the Participant for the forfeited Benefit while this Plan isin operation. 

Section 10.10 *Controlling Law*. THIS PLAN SHALL BE CONSTRUED AND ENFORCED ACCORDING TO THE LAWS OF THECOMMONWEALTH OF PENNSYLVANIA TO THE EXTENT NOT PREEMPTED BY UNITED STATES FEDERAL LAW.