Sunoco 2012 Annual Report Download - page 175

1.3 Vesting and Payment. Pursuant to the vesting schedule set forth in Section 1(d) of this Agreement, this
Award will vest over five (5) years, subject only to the Participant’s continued employment, through each
applicable vesting date, with the Company (or any other subsidiary or affiliate of Energy Transfer Partners, L.P.
(“ETP”)).
(a) Payment of DERs. This Award includes tandem distribution equivalent rights (“DERs”), entitling
the Participant to receive a quarterly cash distribution on each unvested and unforfeited Restricted Unit
subject to this Award, in an amount equal to the cash distribution per Unit made by the Partnership on its
issued and outstanding Units each quarter, during the period in which this Award is outstanding. Payment in
respect of DERs will be made promptly following each quarterly cash distribution made by the Partnership
on its issued and outstanding Units.
(b) Tax Withholding. All payments of Units or cash, upon vesting of Restricted Units and/or tandem
DERs, under this Agreement will be made net of applicable withholding taxes, as determined in good faith
by the Company. In the case of any payment made in the form of Units, the tax withholding obligation will
be calculated based upon the Fair Market Value of such Units, determined as of the tenth (10th) business
day preceding the applicable vesting date.
ARTICLE II
General Provisions
2.1 Successors and Assignability. 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 Partnership’s assets and business. Unless otherwise
provided by the Committee: (a) no part of this Award shall be assignable or transferable by the Participant,
except by will or the laws of descent and distribution; and (b) during the Participant’s life, this Award shall be
payable only to Participant, or Participant’s guardian or legal representative. In the event of the Participant’s
death, payment, to the extent permitted by this Agreement and the Plan, may be made to the Participant’s estate.
2.2 Rights as a Limited Partner. Until Units have been validly issued (as fully paid common units
representing limited partnership interests in the Partnership) to the Participant or any other person, neither
Participant nor such other person shall be entitled to any privileges of Unit ownership, or otherwise have any
rights as a limited partner, by reason of the Award.
2.3 Amendment. This Agreement shall not be amended or modified except by an instrument in writing
executed by both parties hereto.
2.4 Captions. The captions at the beginning of each of the numbered Sections and Articles herein are for
reference purposes only and shall have no legal force or effect. Such captions shall not be considered a part of
this Agreement for purposes of interpreting, construing or applying this Agreement and shall not define, limit,
extend, explain or describe the scope or extent of this Agreement or any of its terms and conditions.
2.5 Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS
INSTRUMENT SHALL BE GOVERNED EXCLUSIVELY 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 PRE-EMPTED BY
FEDERAL LAW, WHICH SHALL GOVERN.
2.6 Notices. Communications shall be addressed and directed to the parties, 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
1818 Market Street—15th Floor
Philadelphia, PA 19103
Attn: Vice President and General Counsel