exv10w5



 






EXHIBIT 10.5




RESTRICTED UNIT AGREEMENT

under the

SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN




     This Restricted Unit Agreement (the “Agreement”), entered into as of ______ (the
“Agreement Date”), by and between Sunoco Partners LLC (the “Company”) and ______, an
employee of the Company or one of its subsidiaries (the “Participant”);



W I T N E S S E T H:




     WHEREAS, in order to make certain awards to key employees of the Company and its
subsidiaries, the Company maintains the Sunoco Partners LLC Long-Term Incentive Plan (the
“Plan”); and



     WHEREAS, the Plan is administered by the Compensation Committee of the Company’s Board
of Directors (the “Committee”); and



     WHEREAS, the Committee has determined to grant to Participant, pursuant to the terms
and conditions of the Plan, an award (the “Award”) of Restricted Units, representing rights
to receive common units, representing limited partnership interests in of Sunoco Logistics
Partners L.P. (the “Partnership”), which are subject to a risk of forfeiture by the
Participant, with the payout of such Restricted Units being conditioned upon the
Participant’s continued employment with the Company through the end of a three-year
restricted period (the “Restricted Period”); and



     WHEREAS, the Participant has determined to accept such Award;



     NOW, THEREFORE, the Company and the Participant, each intending to be legally bound
hereby, agree as follows:



ARTICLE I

AWARD OF RESTRICTED UNITS





	1.1	 	Identifying Provisions. For purposes of this Agreement, the following terms shall have the
following respective meanings:





	 	 	 	 	 	 	 	 	 
	 

	 	(a) Participant
	 	:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	(b) Date of Grant
	 	:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(c) Number of Restricted Units

	 	:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	(d) Restricted Period
	 	:	 	 	 	 
	 

	 	 	 	 	 	 	 	 




Any initially capitalized terms and phrases used in this Agreement but not otherwise defined
herein, shall have the respective meanings ascribed to them in the Plan.




Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005





1









 









	1.2	 	Award of Restricted Units. Subject to the terms and conditions of the Plan and this
Agreement, the Participant is hereby granted the number of Restricted Units set forth herein
at Section 1.1.
	 
	1.3	 	Distribution Equivalent Rights (“DERs”). The Participant shall be entitled to receive
payment from the Company in an amount equal to each cash distribution payable subsequent to
the Date of Grant (each such entitlement being a distribution equivalent right or “DER”), just
as though the Participant, on the applicable record date for payment of such cash
distribution, had been the holder of record of common units, representing limited partnership
interests in the Partnership, equal to the actual number of Restricted Units, if any, earned
and received by the Participant at the end of the Restricted Period. The Company shall
establish a bookkeeping methodology to account for the distribution equivalents to be credited
to the Participant in recognition of these DERs. Such distribution equivalents will not bear
interest.
	 
	1.4	 	Payment of Restricted Units and Related DERs. Full payout of the Award is conditioned only
upon the Participant’s continued employment with the Company throughout the Restricted Period
beginning on ______ and ending on ______. The full Award shall become
vested and payable, if the Participant is employed by the Company at such time.






	 	(a)	 	Payment in respect of Restricted Units earned. Except as provided
by Section 1.5 hereof, all payment for Restricted Units earned shall be made in
common units representing limited partnership interests in the Partnership. The
number of common units paid shall be equal to the number of Restricted Units
earned; provided, however, that any fractional units shall be distributed as an
amount of cash equal to the Fair Market Value of such fractional unit on the date
of payment. Payment shall be made no later than two and one-half (2-1/2) months
following the calendar year in which such Restricted Units become nonforfeitable.
	 
	 	(b)	 	Payment of Earned DERs. The Participant will be entitled to
receive from the Company at the end of the Restricted Period, payment of an amount
in cash equal to the DERs earned. Payment of all DERs shall be made no later than
two and one-half (2-1/2) months following the calendar year in which such DERs
become nonforfeitable.






Applicable federal, state and local taxes shall be withheld in accordance with Section 2.6
hereof.




	1.5	 	Change of Control.






	 	(a)	 	Payment of Restricted Units. In the event of a Change of Control,
the Restricted Units subject to this award will be paid to the Participant no
later than the earlier of ninety (90) days following the date of occurrence of
such Change in Control or two and one-half (2-1/2) months following the end of the
calendar year in which occurs the date of such Change in Control. The number of
Restricted Units paid out shall be equal to the total number of Restricted Units
outstanding in this award as of the Change of Control, regardless of whether the
applicable Restricted Period has expired. The Restricted Units subject to this
award shall be payable to the Participant in cash or Units, as determined by the
Committee prior to the Change of Control, as follows:






     (1) if the Participant is to receive Units, the Participant will
receive the total number of Units stated above in this Section 1.5(a); or




     (2) if the Participant is to receive cash, the Participant will be
paid an amount in cash equal to the number of Units stated above in this
Section



Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005





2









 









1.5(a), multiplied by the Fair Market Value per Unit immediately prior to
the Change of Control. Such amount will be reduced by the applicable
federal, state and local withholding taxes due.




	 	(b)	 	Distribution Equivalents. On or before the earlier of the
ninetieth (90th) day following the date of occurrence of such Change in Control
or the day that is two and one-half (2-1/2) months following the end of the
calendar year in which occurs the date of such Change in Control, the
Participant will be paid an amount in cash equal to the value of the applicable
DERs on the number of Units being paid pursuant to this Section 1.5(a) hereof,
for the time period immediately preceding the Change in Control.
	 
	 	(c)	 	Eligibility for Payout. Payout of Restricted Units and DERs
shall be made to each Participant:






     (1) who is employed by the Company on the earlier of the ninetieth (90th) day
following the date of occurrence of such Change in Control or the day that is two
and one-half (2-1/2) months following the end of the calendar year in which occurs
the date of such Change in Control; or




     (2) whose employment relationship with the Company is terminated:




	 	(A)	 	for Good Reason, or as a result of any Qualifying
Termination prior to the the earlier of the ninetieth (90th) day
following the date of occurrence of such Change in Control or the
day that is two and one-half (2-1/2) months following the end of
the calendar year in which occurs the date of such Change in
Control; or
	 
	 	(B)	 	as a result of death, permanent disability or
retirement (as each is determined by the Committee), that has
occurred prior to the ninetieth (90th) day following the date of
occurrence of such Change in Control or the day that is two and
one-half (2-1/2) months following the end of the calendar year in
which occurs the date of such Change in Control.






	 	(d)	 	Qualifying Termination — shall mean the following:






	 	(1)	 	a termination of employment by the Company within six (6)
months after a Change of Control, other than for Cause, death or permanent
disability;
	 
	 	(2)	 	a termination of employment by the Participant within six (6)
months after a Change of Control for one or more of the following reasons:






	 	(i)	 	the assignment to such Participant of any duties
inconsistent in a way significantly adverse to such Participant,
with such Participant’s positions, duties, responsibilities and
status with the Company immediately prior to the Change of Control,
or a significant reduction in the duties and responsibilities held
by the Participant immediately prior to the Change of Control, in
each case except in connection with such Participant’s termination
of employment by the Company for Cause; or
	 
	 	(ii)	 	a reduction by the Company in the Participant’s
combined annual base salary and guideline (target) bonus as in
effect immediately prior to the Change of Control; or
	 
	 	(iii)	 	the Company requires the Participant to be based
anywhere other than the Participant’s present work location or a
location within thirty-five (35) miles from the present location;
or the Company





Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005





3









 









requires the Participant to travel on Company business to an extent
substantially more burdensome than such Participant’s travel
obligations during the period of twelve (12) consecutive months
immediately preceding the Change of Control;




provided, however, that in the case of any such termination of employment by
the Participant under this subparagraph (d), such termination shall not be
deemed to be a Qualifying Termination unless the termination occurs within
120 days after the occurrence of the event or events constituting the reason
for the termination; or




	 	(3)	 	before a Change of Control, a termination of employment by the
Company, other than a termination for Cause, or a termination of employment
by the Participant for one of the reasons set forth in (2) above, if the
affected Participant can demonstrate that such termination or circumstance
in (2) above leading to the termination:






	 	(i)	 	was at the request of a third party with which the
Company had entered into negotiations or an agreement with regard
to a Change of Control; or
	 
	 	(ii)	 	otherwise occurred in connection with a Change of
Control;






provided, however, that in either such case, a Change of Control actually
occurs within one (1) year following the Participant’s employment
termination date.




	1.6	 	Termination of Employment.






	 	(a)	 	Death, Disability or Retirement. Upon the occurrence, prior to the
end of the Restricted Period, of either of the following :






	 	(1)	 	the death of the Participant;
	 
	 	(2)	 	the termination of the Participant’s employment with the Company by
reason of retirement or permanent disability (as each is determined by the
Committee); or
	 
	 	(3)	 	other involuntary termination not for Cause, and not associated
with any Change of Control,






a portion of the Restricted Units subject to this award automatically shall vest and
become payable to the Participant in an amount of cash equal to the number of
Restricted Units outstanding multiplied by:




	 	(4)	 	a fraction, the numerator of which is the number of full and
partial months from ______ through the date of termination of such
Participant’s employment with the Company, and the denominator of which is
______ (______); and
	 
	 	(5)	 	the average closing price for Common Units of Sunoco
Logistics Partners L.P. (the “Partnership”), reflected in the consolidated
trading tables of The Wall Street Journal (presently the New York Stock
Exchange Composite Transactions quotations) for the thirty (30) trading
day period prior the date of termination of such Participant’s
employment, and rounding the result upwards to the nearest whole number.






The Participant also will be entitled to payment in cash in respect of the related
DERs applicable to such vested portion of the award.




	 	(b)	 	Other Termination of Employment. Except as provided in Sections 1.5
and 1.6(a) above, or as determined by the Committee, upon termination of the
Participant’s employment with the Company prior to the end of the Restricted





Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005





4









 









Period (whether as a result of termination for Cause by the Company, or voluntary
resignation by Participant, or otherwise), the Participant shall forfeit 100% of
such Participant’s Restricted Units, together with the related DERs, and the
Participant shall not be entitled to receive any Common Units, representing limited
partnership interests of the Partnership, or any payment in respect of any DERs.



ARTICLE II

GENERAL PROVISIONS





	2.1	 	Non-Assignability. The Restricted Units and the related earned DERs covered by this
Agreement shall not be assignable or transferable by the Participant, except by will or the
laws of descent and distribution, unless otherwise provided by the Committee. During the life
of the Participant, the Restricted Units and the related DERs covered by this Agreement shall
be payable only to the Participant or the guardian or legal representative of such
Participant, unless the Committee provides otherwise.
	 
	2.2	 	Heirs and Successors. This Agreement shall be binding upon and inure to the benefit of, the
Company and its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the Company’s
assets and business. In the event of the Participant’s death prior to payment of the
Restricted Units and/or the related DERs, payment may be made to the estate of the Participant
to the extent such payment is otherwise permitted by this Agreement. Subject to the terms of
the Plan, any benefits distributable to the Participant under this Agreement that are not paid
at the time of the Participant’s death shall be paid at the time and in the form determined in
accordance with the provisions of this Agreement and the Plan, to the legal representative or
representatives of the estate of the Participant.
	 
	2.3	 	No Right of Continued Employment. The receipt of this award does not give the Participant,
and nothing in the Plan or in this Agreement shall confer upon the Participant, any right to
continue in the employment of the Company or any of its subsidiaries. Nothing in the Plan or
in this Agreement shall affect any right which the Company or any of its subsidiaries may have
to terminate the employment of the Participant. The payment of earned Restricted Units, and
the related DERs, under this Agreement shall not give the Company or any of its subsidiaries
any right to the continued services of the Participant for any period.
	 
	2.4	 	Rights as a Limited Partner. Neither the Participant nor any other person shall be entitled
to the privileges of ownership of common units, representing limited partnership interests in
the Partnership, or otherwise have any rights as a limited partner, by reason of the award of
the Restricted Units covered by this Agreement or any Partnership common units, issuable in
respect of such Restricted Units, unless and until such common units have been validly issued
to such Participant, or such other person, as fully paid common units, representing limited
partnership interests in the Partnership.
	 
	2.5	 	Registration of Common Units. Notwithstanding any other provision of this Agreement, the
Restricted Units shall not be or become payable in whole or in part unless a registration
statement with respect to the common units subject thereto has been filed with the Securities
and Exchange Commission and has become effective.
	 
	2.6	 	Tax Withholding. All distributions under this Agreement are subject to withholding of all
applicable taxes.






	 	(b)	 	Payment in Common Units. Immediately prior to the payment of any
common units





Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005




5









 









to Participant in respect of earned Restricted Units, the Participant shall remit an
amount sufficient to satisfy any Federal, state and/or local withholding tax due on the
receipt of such common units. At the election of the Participant, and subject to such
rules as may be established by the Committee, such withholding obligations may be
satisfied through the surrender of common units representing limited partnership
interests in the Partnership and otherwise payable to Participant in respect of such
earned Restricted Units.




	 	(b)	 	Payment in Cash. Cash payments in respect of any earned Restricted
Units, and/or the related DERs, shall be made net of any applicable federal, state, or
local withholding taxes.






	2.7	 	Adjustments. In the event of any change in the outstanding common units by reason of a
distribution of common units, re-capitalization, merger, consolidation, split-up, combination,
exchange of common units or the like, the Committee may appropriately adjust the number of
common units which may be issued under the Plan, the number of common units payable with
respect to the Award, and/or any other Restricted Units previously granted under the Plan, and
any and all other matters deemed appropriate by the Committee.
	 
	2.8	 	Leaves of Absence. The Committee shall make such rules, regulations and determinations as it
deems appropriate under the Plan in respect of any leave of absence taken by the Participant.
Without limiting the generality of the foregoing, the Committee shall be entitled to
determine:






	 	(a)	 	whether or not any such leave of absence shall constitute a termination of
employment within the meaning of the Plan; and
	 
	 	(b)	 	the impact, if any, of any such leave of absence on any prior awards made
to the Participant under the Plan.






	2.9	 	Administration. Pursuant to the Plan, the Committee is vested with conclusive authority to
interpret and construe the Plan, to adopt rules and regulations for carrying out the Plan, and
to make determinations with respect to all matters relating to this Agreement, the Plan and
awards made pursuant thereto. The authority to manage and control the operation and
administration of this Agreement shall be likewise vested in the Committee, and the Committee
shall have all powers with respect to this Agreement as it has with respect to the Plan. Any
interpretation of this Agreement by the Committee, and any decision made by the Committee with
respect to this Agreement, shall be final and binding.
	 
	2.10	 	Effect of Plan; Construction. The entire text of the Plan is expressly incorporated herein
by this reference and so forms a part of this Agreement. In the event of any inconsistency or
discrepancy between the provisions of this Restricted Unit Agreement and the terms and
conditions of the Plan under which such Restricted Units are granted, the provisions in the
Plan shall govern and prevail. The Restricted Units, the related DERs and this Agreement are
each subject in all respects to, and the Company and the Participant each hereby agree to be
bound by, all of the terms and conditions of the Plan, as the same may have been amended from
time to time in accordance with its terms; provided, however, that no such amendment shall
deprive the Participant, without such Participant’s consent, of any rights earned or otherwise
due to Participant hereunder.
	 
	2.11	 	Amendment. This Agreement shall not be amended or modified except by an instrument in
writing executed by both parties to this Agreement, without the consent of





Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005





6









 









any other person, as of the effective date of such amendment.




	2.12	 	Captions. The captions at the beginning of each of the numbered Sections and Articles herein
are for reference purposes only and will have no legal force or effect. Such captions will
not be considered a part of this Agreement for purposes of interpreting, construing or
applying this Agreement and will not define, limit, extend, explain or describe the scope or
extent of this Agreement or any of its terms and conditions.
	 
	2.13	 	Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS INSTRUMENT
SHALL EXCLUSIVELY BE GOVERNED BY AND DETERMINED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH
OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF), EXCEPT TO
THE EXTENT PREEMPTED BY FEDERAL LAW, WHICH SHALL GOVERN.
	 
	2.14	 	Notices. All notices, requests and demands to or upon the respective parties hereto to
be effective shall be in writing, by facsimile, by overnight courier or by registered or
certified mail, postage prepaid and return receipt requested. Notices to the Company shall be
deemed to have been duly given or made upon actual receipt by the Company. Such
communications shall be addressed and directed to the parties listed below (except where this
Agreement expressly provides that it be directed to another) as follows, or to such other
address or recipient for a party as may be hereafter notified by such party hereunder:





	 	 	 	 	 
	 

	 	(a) if to the Company:
	 	SUNOCO PARTNERS LLC
	 

	 	 	 	Board of Directors
	 

	 	 	 	Ten Penn Center
	 

	 	 	 	1801 Market Street
	 

	 	 	 	Philadelphia, Pennsylvania, 19103-1699
	 

	 	 	 	Attention: Vice President, General Counsel and Secretary
	 
	 	 	 	 
	 

	 	(b) if to the Participant:
	 	to the address for Participant as it appears on the Company’s records.







	2.15	 	Severability. If any provision hereof is found by a court of competent jurisdiction to be
prohibited or unenforceable, it shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability, and such prohibition or unenforceability shall
not invalidate the balance of such provision to the extent it is not prohibited or
unenforceable, nor invalidate the other provisions hereof.
	 
	2.16	 	Entire Agreement. This Agreement constitutes the entire understanding and supersedes any and
all other agreements, oral or written, between the parties hereto, in respect of the subject
matter of this Agreement and embodies the entire understanding of the parties with respect to
the subject matter hereof.





[SIGNATURE PAGES FOLLOW]




Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005




7









 








     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed
this Agreement as of the day first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	SUNOCO PARTNERS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Deborah M. Fretz
	 	 
	 

	 	 	 	President & Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Participant	 	 






Form of Restricted Unit Agreement (Length of Service)

As of December v20, 2005





8