Sunoco 2015 Annual Report Download - page 150

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(b) Payment of DERs. The Participant is entitled to receive from the Partnership, with respect to each
Restricted Unit that has not either vested or been forfeited, cash payments (the "DERs") equal to the distributions per
common unit made by the Partnership on its outstanding common units, in each case promptly following each such
distribution made by the Partnership. Upon the forfeiture or vesting of the underlying Restricted Unit, the associated
DER will automatically expire and no further payments shall be made with respect to such DER, except with respect to
amounts not yet paid with respect to distributions on Units made prior to the date of such forfeiture or vesting.
(c) Tax Withholding. All vestings of Restricted Units and payments with respect to DERs under this
Agreement are subject to withholding of applicable taxes as determined by the Company. Prior to vesting of Restricted
Units or payment with respect to a DER, the Participant must satisfy applicable withholding taxes due with respect to
such vesting or payment.
(i) Payment in Units. Participant may elect to satisfy withholding obligations associated with the vesting
of Restricted Units in cash or by surrendering a number of Restricted Units sufficient to satisfy such withholding
obligations. The fair market value of a Restricted Unit is determined by the arithmetic average of the closing
prices for the ten trading days immediately prior to the applicable date of vesting of the Restricted Unit.
(ii) Payment in Cash. Cash payments of DERs, shall be made net of any applicable withholding taxes.
1.4 Change of Control. Notwithstanding Section 1.3 of this Agreement, in the event of a Change of Control, as that
term is defined in the Plan, occurring prior to the date all outstanding Restricted Units granted hereunder have vested in accordance
with Section 1.3 above, all then-outstanding Restricted Units granted pursuant to this Agreement shall become immediately vested
and nonforfeitable and the Company or the Partnership shall deliver the Units (or the amount of cash equal to the fair market value
of such common units as of the date of such event) to the Participant as soon as practicable thereafter, but in all events no later
than March 15 of the calendar year following the calendar year in which the Change of Control occurs. For purposes of this
Agreement, a "Change of Control" must also satisfy the requirements of section 1.409A-3(i)(5) of the 409A Regulations.
1.5 Termination of Employment.
(a) Death, or Permanent Disability. No portion of this Award shall be forfeited as a result of the occurrence, prior to the
end of the Restricted Period, of the Participant’s death, or Disability. Instead, in the event of the Participant’s death or Disability,
this Award shall become immediately vested and nonforfeitable and the Company or the Partnership shall deliver the Units to the
Participant as soon as practicable thereafter.
(b) Qualified Retirement. Participants who have at least ten years of service and leave the Company, or one of its affiliates,
voluntarily due to retirement will be eligible for the accelerated vesting of this Award per the following schedule:
• Participants ages 65-68 are eligible for the accelerated vesting of 40% of the Award.
• Participants over the age of 68 are eligible for the accelerated vesting of 50% of the Award.
(c) Termination due other than to Death, Disability or Qualified Retirement. The Award granted hereunder is for the
express purpose of retaining the services and engagement of the Participant for the full time of the Restricted Period. Except as
otherwise provided in the Plan or in Section 1.5(a), (b) and (e) of this Agreement, the unvested portion of this Award shall be
automatically forfeited for no consideration as a result of the termination of the Participant's employment with the Partnership or
its subsidiary of affiliate by reason of retirement prior to the end of the Restricted Period, and Participant shall not have any further
rights with respect to any such forfeited Restricted Units.
(d) Leaves of Absence. The Committee shall determine whether any leave of absence constitutes a termination of
employment within the meaning of the Plan and the impact of such leave of absence on awards made to Participant under the Plan.
(e) Termination Without Cause. This Award will become non-forfeitable upon the occurrence a termination of the
Participant’s employment by the Company or the Partnership without Cause.
For this purpose, "Cause" shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a felony (whether or
not any right to appeal has been or may be exercised), (ii) willful refusal without proper cause by Participant to perform duties
(other than any such refusal resulting from incapacity due to physical or mental impairment), (iii) misappropriation, embezzlement
or reckless or willful destruction of property of the Company, the Partnership or any of its affiliates by Participant, (iv) knowing
breach of any statutory or common law duty of loyalty to the Company, the Partnership, or any of its or their affiliates by Participant,
(v) improper conduct materially prejudicial to the business of the Company, the Partnership or any of its or their affiliates by
Participant, (vi) material breach by Participant of the provisions of any agreement regarding confidential information entered into
with the Company, the Partnership or any of its or their affiliates or (vii) the continuing failure or refusal of the Participant to