Sunoco 2015 Annual Report Download - page 154

2
(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, 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 governmental withholdings as determined by the Company. Prior
to vesting of Restricted Units or payment with respect to DERs, the Participant must satisfy applicable governmental
withholding 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 governmental
withholdings .
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 unvested 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 no events later than March 15 of the calendar year following the calendar year in which the Change of Control occurs.
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 or the Participant’s estate, as applicable, 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) and (b) 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.
ARTICLE II
General Provisions
2.1 Successors and Assignability. This Agreement shall be binding upon, and inure to the benefit of, the Company,
Partnership and its and their 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. 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, shall be made to the
Participant’s estate.