2000 Restricted Unit Plan

EXHIBIT 10.6

SUBURBAN PROPANE PARTNERS, L.P.

2000 RESTRICTED UNIT PLAN

EFFECTIVE NOVEMBER 1, 2000

AMENDED AND RESTATED EFFECTIVE OCTOBER 17, 2006

FURTHER AMENDED ON JULY 31, 2007 AND ON OCTOBER 31, 2007


SUBURBAN PROPANE PARTNERS, L.P.

2000 RESTRICTED UNIT PLAN

EFFECTIVE NOVEMBER 1, 2000

AMENDED AND RESTATED EFFECTIVE OCTOBER 17, 2006

FURTHER AMENDED ON JULY 31, 2007 AND ON OCTOBER 31, 2007

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 an incentive to certain selected employees and Elected Supervisors of the Partnership and affiliated entities, and thereby encouraging them to devote their abilities and industry to the success of the Partnership' s business enterprise in such a manner as to maximize the Partnership' s value. It is intended that this purpose be achieved by extending to such individuals an added long-term incentive for continued service to the Partnership, and for high levels of performance and unusual efforts which enhance the Partnership' s value through the grant of rights to receive Common Units (as hereinafter defined) of the Partnership.

ARTICLE II

DEFINITIONS

For the purposes of this Plan, unless otherwise specified in an agreement, 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 the Partnership and a Grantee evidencing the grant of an Award and setting forth the terms and conditions thereof.

2.3 " Award" shall mean a grant of restricted Common Units pursuant to the terms of this Plan.

2.4 " Beneficial Ownership" shall mean as that term is used within the meaning 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 his duties, (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 or unlawful behavior by the Grantee (whether or not in conjunction with employment) or the Grantee being subject to a judgment, order or decree (by consent or otherwise) by any governmental or regulatory authority which restricts his ability to engage in the business conducted by Suburban Propane, L.P., the Partnership, or any of their affiliates, or (e) willful or reckless breach by the Grantee of any policy adopted by Suburban Propane, L.P., the Partnership, or any of their affiliates,


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concerning conflicts of interest, standards of business conduct or fair employment practices or procedures with respect to compliance with applicable law.

2.7 " Change in Capitalization" shall mean any increase or reduction in the number of Common Units, or any change (including, but not limited to, a change in value) in the Common Units, or exchange of Common Units for a different number of kind of units or other securities of the Partnership, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or other convertible securities, unit distribution, unit split or reverse unit split, cash dividend, property dividend, combination or exchange of units, repurchase of units, change in corporate structure or otherwise.

2.8 " Change of Control" shall mean the occurrence of

(a) the date on which any " Person," or " More than One Person Acting as a Group," acquires or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or " More than One Person Acting as a Group." (other than an acquisition directly by the Partnership, Suburban Energy Service Group LLC or any of their affiliates) Common Units or voting equity interests of the Partnership (" Voting Securities" ) immediately after which such Person or More than One Person Acting as a Group has Beneficial Ownership of more than thirty percent (30%) 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 or More than One Person Acting as a Group 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 fifty percent (50%) 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 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 forty percent (40%) of the total gross fair market value of all the assets of the Partnership to any Person or More than One Person Acting as a Group (other than a transfer to a Subsidiary). For this purpose, gross fair market value means the value of the assets of the Partnership, or the value of the assets being disposed of, determined without regard to any liability associated with such assets. 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


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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 limited partnership interest of the Partnership.

2.12 " Cure Period" shall mean the thirty-day period, following notification by a Grantee that a Good Reason event has occurred, during which the Partnership has the option of rectifying the Good Reason event.

2.13 " Disability" shall have the same meaning that such term (or similar term) has under the Partnership' s long-term disability plan, or as otherwise determined by the Committee.

2.14 " Effective Date" shall mean November 1, 2000.

2.15 " Elected Supervisor" shall mean those members of the Board elected by a vote of holders of Common Units.

2.16 " Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

2.17 " Fair Market Value" per unit on any date shall mean the average of the high and low sale prices of the Common Units on such date on the principal national securities exchange on which such Common Units are listed or admitted to trading, or if such Common Units are not so listed or admitted to trading, the arithmetic mean of the per Common Unit closing bid price and per Common Unit closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System or such other market on which such prices are regularly quoted, or, if there have been no published bid or asked quotations with respect to Common Units on such date, the Fair Market Value shall be the value established by the Board in good faith.

2.18 " Good Reason" shall mean, unless otherwise provided in an Agreement, in the case of an employee of Suburban Propane, L.P. or any of the Partnership' s other affiliates, (a) any failure by Suburban Propane, L.P. or any of the Partnership' s other affiliates to comply in any material respect with the compensation provisions of a written employment agreement between the Grantee and Suburban Propane, L.P. or any of the Partnership' s other affiliates, (b) a material adverse change in the Grantee' s title without his consent, or (c) the assignment to the Grantee, without his consent, of duties and responsibilities materially inconsistent with his level of responsibility.

2.19 " Grantee" shall mean a person to whom an Award has been granted under the Plan.


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2.20 " More than one Person Acting as a Group" has the same meaning as set forth in Treasury Regulation 1.409A-3(i)(5)(v)(B).

2.21 " Partnership" shall mean Suburban Propane Partners, L.P., a Delaware limited partnership, and its successors.

2.22 " Person" has the meaning used for purposes of Section 13(d) or 14(d) of the Exchange Act.

2.23 " Plan" shall mean the Suburban Propane Partners, L.P. 2000 Restricted Unit Plan.

2.24 " Retirement" shall mean voluntary ...