SUNOCO PARTNERS LLC
SPECIAL EXECUTIVE SEVERANCE PLAN
(Amended and restated as of October 20, 2007)
1.1 “ Annual Compensation ”—shall mean 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 greater of (x) the Participant’s annual
guideline (target) bonus as in effect immediately before the Change of Control or, if higher, the Employment Termination Date,
or (y) the highest annual bonus awarded to the Participant with respect to any of the three years ending before the Change of
Control or any subsequent year ending before the Employment Termination Date.
1.2 “ Benefit ” or “ Benefits ”—shall mean any or all of the benefits that a Participant is entitled to receive pursuant to
Article III of the Plan.
1.3 “ Benefit Extension Period ”—shall mean:
(a) for the Chief Executive Officer, three years; and
(b) for each other Executive Employee, two years.
1.4 “ 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 (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 1.18(b)(1), (2), (3) or
(4)) 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 Company’s board of directors or such supervising employee believes that
the Participant has not substantially performed the Participan