Preview | Annual Incentive Plan |

SUNOCO PARTNERS LLC
ANNUAL INCENTIVE PLAN

1. Definitions. As used in this Plan, the following terms shall have the meanings herein specified:

	1.1		Affiliate means, with respect to any entity, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the entity in question. For purposes of this definition, control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

	1.2		Board of Directors shall mean the Board of Directors of the Company.

	1.3		Cause shall mean

	(a)		fraud or embezzlement on the part of the Participant;

	(b)		conviction of or the entry of a plea of nolo contendere by the Participant to any felony;

	(c)		the willful and continued failure or refusal by the Participant to perform substantially the Participants duties with the Company or an Affiliate thereof (other than any such failure resulting from incapacity due to physical or mental illness, or death, or following notice of employment termination by the Participant pursuant to subsections 1.6(c)(1), (2), (3), (4) or (5)) within thirty (30) days following the delivery of a written demand for substantial performance to the Participant by the Board of Directors, or any employee of the Company or an Affiliate with supervisory authority over the Participant, that specifically identifies the manner in which the Board of Directors or such supervising employee believes that the Participant has not substantially performed the Participants duties; or

	(d)		any act of willful misconduct by the Participant which:

	(1)		is intended to result in substantial personal enrichment of the Participant at the expense of the Partnership, the Company, or any respective Affiliates thereof; or

	(2)		has a material adverse impact on the business or reputation of the Partnership, the Company, or any respective Affiliate thereof (such determination to be made by the Partnership, the Company, or any such Affiliate in the good faith exercise of its reasonable judgment).

1.4

Change of Control shall mean, and shall be deemed to have occurred upon the occurrence of one or more of the following events:

	(a)		the consolidation, reorganization, merger or other transaction pursuant to which more than fifty percent (50%) of the combined voting power of the outstanding equity interests in the Company cease to be owned by Sunoco, Inc. and its Affiliates;

	(b)		a Change in Control of Sunoco, as defined from time to time in the Sunoco stock plans; or

(c)

the general partner (whether the Company or any other Person) of the Partnership ceases to be an Affiliate of Sunoco.

	1.5		CIC Incentive Award shall mean the incentive award payable in cash following a Change of Control, as described herein at Section 8.4.

	1.6		CIC Participant shall mean a Participant:

	(a)		whose employment was terminated by the Company (other than for cause) on or following the Change of Control, but before payment of the CIC Incentive Award; or

	(b)		whose employment was terminated by the Company (other than for Cause) before the Change of Control, or

	(c)		who terminated employment for one of the following reasons:

(1)

the assignment to such Participant of any duties inconsistent in a way significantly adverse to such Participant, with such Participants 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 Participants termination of employment by the Company for Cause; or

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