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Annual Incentive Plan

 

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Title:

Annual Incentive Plan

Entities:

Sunoco Logistics Partners LP; Sunoco, Inc.

Date:

2005

Size:

Preview shows 6KB of 30KB total

Price:

$41

ID:

#900944

 

 

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                               SUNOCO PARTNERS LLC

ANNUAL INCENTIVE PLAN

(AMENDED AND RESTATED AS OF APRIL 21, 2005)










=========================================================================











SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED AS OF APRIL 21, 2005
<PAGE>

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 Participant's 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 Participant's 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



1

SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED AS OF APRIL 21, 2005

<PAGE>

(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:


 

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