SPH

Business Context and Reporting Period

This Form 8-K filing by Suburban Propane Partners, L.P. (the "MLP") reports on events occurring on February 5, 2007. The filing details the execution of a new employment agreement with the company's existing President, Michael J. Dunn, Jr., by the MLP's operating subsidiary, Suburban Propane, L.P. (the "Partnership").

Key Financial Metrics

The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.

• Base Salary: $400,000 per fiscal year (pro-rated for partial years).
• Maximum Annual Bonus: Up to 110% of the annual base salary, contingent on performance criteria.
• Contract Term: Initial two-year term commencing February 1, 2007, with automatic one-year renewals.

Material Changes

The primary material change is the formalization of Mr. Dunn's compensation and severance protections under a written agreement dated February 1, 2007. This agreement establishes specific financial entitlements in the event of termination without cause or resignation with good reason, particularly surrounding a "change of control."

Outlook, Risks, and Unusual Items

Severance Provisions:

• Change of Control Scenario: If termination occurs within six months prior to or two years after a change of control, Mr. Dunn is entitled to a severance package equal to two times the sum of his annual base salary plus the Maximum Annual Bonus, plus accrued salary and pro-rata bonus, and two years of medical benefits.
• Standard Termination Scenario: In other instances of termination without cause or resignation with good reason, the severance equals two times the annual base salary, plus accrued salary and the full annual bonus, and two years of medical benefits.

Tax Gross-Up: The agreement includes a provision to increase or defer payments to ensure Mr. Dunn retains a net amount equal to what he would have received absent federal excise tax (Section 4999) or accelerated tax (Section 409A). Restrictive Covenants: Mr. Dunn agreed to non-disclosure, non-competition (for one year or the duration of severance payments, whichever is greater), and non-solicitation of customers, employees, or vendors (for two years post-termination).

Investor Verification Checklist

• Verify the definition of "Change of Control" in the full Employment Agreement exhibit to understand specific triggers for enhanced severance.
• Review the specific performance criteria required to achieve the 110% Maximum Annual Bonus.
• Confirm the total potential liability exposure for the Partnership under the severance provisions in a change of control scenario.
• Check the referenced Form 10-Q for the quarter ended December 30, 2006, for the full text of the Employment Agreement.