Amended & Restated 2000 Restricted Unit Plan

EXHIBIT 10.1 SUBURBAN PROPANE PARTNERS, L.P. 2000 RESTRICTED UNIT PLAN EFFECTIVE NOVEMBER 1, 2000 AMENDED AND RESTATED EFFECTIVE OCTOBER 17, 2006 SUBURBAN PROPANE PARTNERS, L.P. 2000 RESTRICTED UNIT PLAN EFFECTIVE NOVEMBER 1, 2000 AMENDED AND RESTATED EFFECTIVE OCTOBER 17, 2006 ARTICLE I PURPOSE AND APPROVAL The purpose of this Plan is to strengthen Suburban Propane Partners,L.P., a Delaware limited partnership (the "Partnership"), by providing anincentive to certain selected employees and Elected Supervisors of thePartnership and affiliated entities, and thereby encouraging them to devotetheir abilities and industry to the success of the Partnership's businessenterprise in such a manner as to maximize the Partnership's value. It isintended that this purpose be achieved by extending to such individuals an addedlong-term incentive for continued service to the Partnership, and for highlevels of performance and unusual efforts which enhance the Partnership's valuethrough the grant of rights to receive Common Units (as hereinafter defined) ofthe Partnership. ARTICLE II DEFINITIONS For the purposes of this Plan, unless otherwise specified in anagreement, capitalized terms shall have the following meanings: 2.1 "Act" shall mean the Securities Act of 1933, as amended. 2.2 "Agreement" shall mean the written agreement between thePartnership and a Grantee evidencing the grant of an Award and setting forth theterms and conditions thereof. 2.3 "Award" shall mean a grant of restricted Common Units pursuant tothe terms of this Plan. 2.4 "Beneficial Ownership" shall mean as that term is used within themeaning of Rule 13d-3 promulgated under the Exchange Act. 2.5 "Board" shall mean the Board of Supervisors of the Partnership. 2.6 "Cause" shall mean, unless otherwise provided in an Agreement, (a)the Grantee's gross negligence or willful misconduct in the performance of hisduties, (b) the Grantee's willful or grossly negligent failure to perform his duties,(c) the breach by the Grantee of any written covenants to Suburban Propane, L.P.or any of the Partnership's other affiliates, (d) dishonest, fraudulent orunlawful behavior by the Grantee (whether or not in conjunction with employment)or the Grantee being subject to a judgment, order or decree (by consent orotherwise) by any governmental or regulatory authority which restricts hisability to engage in the business conducted by Suburban Propane, L.P., thePartnership, or any of their affiliates, or (e) willful or reckless breach bythe Grantee of any policy adopted by Suburban Propane, L.P., the Partnership, orany of their affiliates, concerning conflicts of interest, standards of businessconduct or fair employment practices or procedures with respect to compliancewith applicable law. 2.7 "Change in Capitalization" shall mean any increase or reduction inthe number of Common Units, or any change (including, but not limited to, achange in value) in the Common Units, or exchange of Common Units for adifferent number of kind of units or other securities of the Partnership, byreason of a reclassification, recapitalization, merger, consolidation,reorganization, spin-off, split-up, issuance of warrants or rights or otherconvertible securities, unit distribution, unit split or reverse unit split,cash dividend, property dividend, combination or exchange of units, repurchaseof units, change in corporate structure or otherwise. 2.8 "Change of Control" shall mean the occurrence of (a) an acquisition (other than directly by the Partnership) of Common Units or voting equity interests of the Partnership ("Voting Securities") by any "Person" other than the Partnership, Suburban Energy Services Group LLC or any of their affiliates, immediately after which such Person has: Beneficial Ownership of more than twenty five percent (25%) of the combined voting power of the Partnership's then outstanding Common Units; provided, however, that in determining whether a Change of Control has occurred, Common Units which are acquired in a "Non- Control Acquisition" shall not constitute an acquisition which would cause a Change of Control. A "Non-Control Acquisition" shall mean an acquisition by (x) an employee benefit plan (or a trust forming a part there) maintained by (A) the Partnership or Suburban Propane, L.P. or (B) any corporation, partnership or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Partnership, (y) the Partnership or its Subsidiaries, or (z) any Person in connection with a "Non-Control Transaction"; or (b) approval by the partners of the Partnership, of (x) a merger, consolidation or reorganization involving the Partnership, unless (A) the holders of the Common Units immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, at least sixty percent (60%) of the combined voting power of the outstanding Common Units of the entity resulting from such merger, consolidation or reorganization (the "Surviving Entity") in substantially the same proportion as their ownership of the Common Units immediately before 2 such merger, consolidation or reorganization, and (B) no person or entity (other than the Partnership, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Partnership, any Subsidiary, the Surviving Entity, or any Person who, immediately prior to such merger, consolidation or reorganization, had Beneficial Ownership of more than twenty five percent (25%) of then outstanding Common Units), has Beneficial Ownership of more than twenty five percent (25%) of the combined voting power of the Surviving Entity's then outstanding voting securities; (y) a complete liquidation or dissolution of the Partnership; or (z) the sale or other disposition of fifty percent (50%) of the net assets of the Partnership to any Person (other than a transfer to a Subsidiary). A transaction described in clause (A) or (B) of subsection (x) hereof shall be referred to as a "Non-Control Transaction." Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Partnership which, by reducing the number of Voting Securities outstanding, increases the proportional number of Common Units Beneficially Owned by the Subject Person, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Partnership, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change of Control shall occur. 2.9 "Code" shall mean the Internal Revenue Code of 1986, as amended. 2.10 "Committee" shall mean the Compensation Committee of the Board. 2.11 "Common Units" shall mean the common units representing limitedpartnership interest of the Partnership. 2.12 "Disability" shall have the same meaning that such term (orsimilar term) has under the Partnership's long-term disability plan, or asotherwise determined by the Committee. 2.13 "Effective Date" shall mean November 1, 2000. 2.14 "Elected Supervisor" shall mean those members of the Boardelected by a vote of holders of Common Units. 2.15 "Exchange Act" shall mean the Securities Exchange Act of 1934, asamended. 3 2.16 "Fair Market Value" per unit on any date shall mean the averageof the high and low sale prices of the Common Units on such date on theprincipal national securities exchange on which such Common Units are listed oradmitted to trading, or if such Common Units are not so listed or admitted totrading, the arithmetic mean of the per Common Unit closing bid price and perCommon Unit closing asked price on such date as quoted on the NationalAssociation of Securities Dealers Automated Quotation System or such othermarket on which such prices are regularly quoted, or, if there have been nopublished bid or asked quotations with respect to Common Units on such date, theFair Market Value shall be the value established by the Board in good faith. 2.17 "Good Reason" shall mean, unless otherwise provided in anAgreement, in the case of an employee of Suburban Propane, L.P. or any of thePartnership's other affiliates, (a) any failure by Suburban Propane, L.P. or anyof the Partnership's other affiliates to comply in any material respect with thecompensation provisions of a written employment agreement between the Granteeand Suburban Propane, L.P. or any of the Partnership's other affiliates, (b) amaterial adverse change in the Grantee's title without his consent, or (c) theassignment to the Grantee, without his consent, of duties and responsibilitiesmaterially inconsistent with his level of responsibility. 2.18 "Grantee" shall mean a person to whom an Award has been grantedunder the Plan. 2.19 "Partnership" shall mean Suburban Propane Partners, L.P., aDelaware limited partnership, and its successors. 2.20 "Person" has the meaning used for purposes of Section 13(d) or14(d) of the Exchange Act. 2.21 "Plan" shall mean the Suburban Propane Partners, L.P. 2000Restricted Unit Plan. 2.22 "Retirement" shall mean voluntary termination of employment (or,if the Grantee is a non-employee Supervisor of the Partnership, voluntarytermination of service ...