S USSER H OLDINGS C ORPORATION
2006 Equity Incentive Plan
Restricted Stock Units Agreement
THIS AGREEMENT (the “ Agreement ”) is made between Susser Holdings Corporation, a Delaware corporation (the “
Company ”), and the individual to whom the corresponding Grant (as hereinafter defined) is made (hereinafter, the “ Participant
”), as of the date of Grant acceptance:
WHEREAS, the Company has adopted the 2006 Equity Incentive Plan (the “ Plan ”), which Plan is incorporated
herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan; and
WHEREAS, the Committee desires to provide the Participant the opportunity to acquire shares of common stock of
the Company (“ Shares” ) upon settlement of stock units subject to the restrictions and vesting requirements described herein
(“ Restricted Stock Units ”).
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
The number of Restricted Stock Units awarded to the Participant and the grant date of the award are as set forth in the
Grant Award Notification letter delivered to the Participant (the “ Grant ”).
(i) Any Termination . Unless otherwise set forth in an employment agreement between Participant and the Company
or any of its Subsidiaries, Participant shall forfeit all unvested Restricted Stock Units upon a termination of Service with the
Company and any of its Subsidiaries for any reason.
1. Restricted Stock Award
2. Vesting of Restricted Stock Units
In General . Except as provided in Sections 2(b) and (c) below, the Restricted Stock Units shall vest in accordance
with the vesting schedule specified in the Grant Award Notification letter delivered to the participant.
(b) Change of Control . If (i) a Change of Control occurs prior to the Participant becoming fully vested in the Restricted
Stock Units and after any performance conditions requisit