RESTRICTED UNIT AGREEMENT
SUNOCO PARTNERS LLC LONG-TERM INCENTIVE PLAN
This Restricted Unit Agreement (the “Agreement”), entered into as of (the “Agreement Date”), by and between
Sunoco Partners LLC (the “Company”) and , an employee of the Company or one of its subsidiaries (the “Participant”).
W I T N E S S E T H :
WHEREAS, in order to make certain awards to officers and/or key employees, the Company maintains the Sunoco
Partners LLC. Long-Term Incentive Plan (the “Plan”); and
WHEREAS, the Plan is administered by the Compensation Committee of the Company’s Board of Directors (the
WHEREAS, the Committee has determined to make an award to the Participant of Restricted Units, representing rights
to receive common units, representing limited partnership interests in Sunoco Logistics Partners L.P. (the “Partnership”),
which are subject to a risk of forfeiture by the Participant, pursuant to the terms and conditions of the Plan; and
WHEREAS, the Participant has determined to accept such award;
NOW, THEREFORE, the Company and the Participant each, intending to be legally bound hereby, agree as follows:
AWARD OF RESTRICTED UNITS
Any initially capitalized terms and phrases used in this Agreement but not otherwise defined herein, shall have the
respective meanings ascribed to them in the Plan.
1.1 Identifying Provisions. For purposes of this Agreement, the following terms shall have the following respective meanings:
(b) Date of Grant
(c) Number of Restricted Units
(d) Restricted Period
1.2 Award of Restricted Units. Subject to the terms and conditions of the Plan and this Agreement, the Participant is hereby
granted the number of Restricted Units set forth herein at Section 1.1.
1.3 Distribution Equivalent Rights (“DERs”). The Participant shall be entitled to receive payment from the Company in an