SUNOCO PARTNERS LLC
SPECIAL EXECUTIVE SEVERANCE PLAN
(Amended and restated as of July 27, 2010)
Page 1 of 12
Special Executive Severance Plan
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. As used herein, the term
“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 “ Annual Compensation ” - means a Participant’s annual base salary as in effect immediately prior to the Change of
Control, or, if greater, immediately prior to the Employment Termination Date, plus the Participant’s annual guideline (target)
bonus as in effect immediately before the Change of Control or, if higher, the Employment Termination Date.
1.3 “ Benefit ” or “ Benefits ” - means any or all of the benefits that a Participant is entitled to receive pursuant to Article III
of the Plan.
1.4 “ Benefit Extension Period ” - means:
(a) in the case of a Participant that has executed and not revoked the release described in Section 3.10 hereof:
(1) seventy-eight (78) weeks for the Chief Executive Officer; and
(2) fifty-two (52) weeks for each other Executive Level Employee;
(b) six (6) weeks, in the case of a Participant who either has not executed the release described in Section 3.10 hereof,
or who has revoked such a previously executed release.
1.5 “ Cause ” - means:
(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 (other than any such failure resulting from