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Exhibit
10.1
July 15, 2008
Mr. John G.
Drosdick
Sunoco, Inc.
1735 Market Street
Suite LL
Philadelphia, PA 19103
Dear Jack:
At the request of Sunoco, Inc.’s
Board of Directors, you agree to serve as non-executive Chairman of
the Board from August 8, 2008 until December 31, 2008.
The purpose of this letter is to set forth our agreement as to the
compensation that Sunoco, Inc. will pay to you for your service as
non-executive Chairman of the Board of Sunoco, Inc.
You will continue as a member of our
Board of Directors and will serve as the non-executive Chairman of
the Board from August 8, 2008 until December 31, 2008.
You have tendered your resignation from the positions of
non-executive Chairman of the Board and a director, effective as of
December 31, 2008, and such resignation will be automatically
effective on such date. During the time you serve as non-executive
Chairman and a director, we will pay you $50,000 per month (pro
rated for August 2008) for such service. This compensation is in
lieu of the cash- and stock-based compensation we pay to other
non-employee directors.
In addition, during the
period
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