8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2009

SUBURBAN PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware	1-14222	22-3410353
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

240 Route 10 West, Whippany, New Jersey	07981
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 887-5300

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Registrant hereby further amends and supplements its Current Report on Form 8-K dated April 23, 2009, as amended and supplemented by its Current Report on Form 8-K dated July 23, 2009, relating to, among other things, the assumption by Michael J. Dunn, Jr. of the additional responsibilities of Chief Executive Officer effective September 27, 2009, to report that, at its meeting held on November 10, 2009, the Compensation Committee of the Registrant’s Board of Supervisors granted to Mr. Dunn, effective on December 1, 2009, an award of restricted units under the Registrant’s 2000 Restricted Unit Plan (the “Plan”) having a market value of $500,000 (the number of restricted units will be calculated by dividing said market value by the average of the closing prices, on the New York Stock Exchange, of one Common Unit of the Partnership for the 20 trading days prior to the effective date of grant). Such restricted units will 100% vest on the last day of the Registrant’s 2012 fiscal year. If Mr. Dunn retires before that date, he will forfeit all of such restricted units. Upon vesting, restricted units are automatically converted into Common Units of the Registrant.

In addition, Mr. Dunn and the Compensation Committee agreed to terminate Mr. Dunn’s existing employment agreement with the Registrant and to replace it, effective September 27, 2009, with an agreement that provides as follows. Mr. Dunn will participate in Registrant’s Executive Change-in-Control Protection Plan at the 78-week participation level. If, on or after the last day of the Registrant’s 2012 fiscal year, Mr. Dunn retires or his employment with Registrant is terminated pursuant to an agreement with the Compensation Committee on a succession plan, then (A) Mr. Dunn will be paid, over a two year period, an amount equal to two times (2X) his then current annual base salary, (B) the Registrant will continue to provide Mr. Dunn and his eligible dependents, until he turns age 65 (he will be 63 on the last day of the Registrant’s 2012 fiscal year), with medical and dental benefits coverage, and (C) Mr. Dunn may purchase his company vehicle. In return, Mr. Dunn has agreed to provide certain transitional consulting services to the Registrant for a period of up to two years following the termination of his employment, and to provide the Registrant with a release of all claims Mr. Dunn may then have against the Registrant.

The foregoing description of the new agreement between Mr. Dunn and the Registrant is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1 Agreement between Michael J. Dunn, Jr. and Suburban Propane Partners, L.P., effective as of September 27, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUBURBAN PROPANE PARTNERS, L.P.

By: /s/ PAUL ABEL                                     
Name: Paul Abel
Title: Vice President, General Counsel &
Secretary

Date: November 10, 2009

EXHIBITS

10.1 Agreement between Michael J. Dunn, Jr. and Suburban Propane Partners, L.P., effective as of September 27, 2009

EX-10.1

EXHIBIT 10.1

September 27, 2009

Mr. Michael J. Dunn, Jr.
President
Suburban Propane Partners, L.P.
24 Route 10 West
Whippany, New Jersey 07981-0206

Dear Mike:

This letter will serve to confirm the agreements reached between yourself and the Compensation Committee of Suburban Propane’s Board of Supervisors (the “Compensation Committee”) with respect to your assumption of the additional duties of Chief Executive Officer in addition to your current role as President, effective September 27, 2009.

1. We have agreed that, effective September 27, 2009, your current employment agreement with Suburban Propane, dated as of January 20, 2009, shall terminate and be of no further force and effect. From that day forward you will be an “at will” employee of Suburban Propane on the same terms and conditions of employment as the other senior executives of the company. From that day forward you will participate in Suburban Propane’s Severance Protection Plan at the 78-week participation level. We have agreed that the Confidential Information and Non-Competition Agreements you signed when you were hired are hereby reinstituted (without any further action on either party’s part) and shall remain in effect during the remainder of your employment with Suburban Propane and thereafter in accordance with the terms thereof.

2. If, on or after the last day of Suburban Propane’s 2012 fiscal year, you either retire (as such term is defined in Suburban Propane’s 2009 Restricted Unit Plan) or your employment with Suburban Propane is terminated pursuant to the terms of a succession plan agreed to by you and the Compensation Committee, and you then execute and deliver to Suburban Propane on or prior to the six month anniversary of the date of retirement/termination a fully effective release of all claims in a form acceptable to Suburban Propane, then:

(a) you shall receive an amount equal to two times (2X) your then current annual base salary, which will be paid out to you ratably over two years from the date of retirement/termination in accordance with Suburban Propane’s regular payroll practices (but off employee payroll); provided that you will not receive your first payment for six months and one day after the date of retirement/termination, at which point you will be paid a lump sum catch up payment representing what you would have been paid over said six month period, and the remaining payments will be paid as provided above; and

(b) we will make mutually agreeable arrangements, in a manner intended to comply with or be exempt from Internal Revenue Code Section 409A, to continue your and your eligible dependents’ then existing medical and dental coverage, at no premium cost to you (deductibles and co-payments will still apply), until you reach age 65; and

(c) you may purchase the vehicle then provided to you by Suburban Propane by the end of the month following the month in which the retirement/termination occurs, and, subject to your providing Suburban Propane evidence of such payment, Suburban Propane will reimburse you for said purchase price on the day following the sixth month anniversary of the date of your retirement/termination.

For purposes of this agreement, you will not be deemed to have retired or terminated your employment if you simply relinquish the title and responsibilities of President but remain Chief Executive Officer of Suburban Propane.

3. For purposes of your benefits under the various benefit plans of Suburban Propane in which you participate, termination of your employment pursuant to the terms of a succession plan agreed to by you and the Compensation Committee shall be deemed a “retirement.”

4. In consideration of the payments provided for in Section 2 above, you agree, for a period not to exceed two (2) years following the date of your retirement/termination, to provide reasonable transition consultation to Suburban Propane (provided, however, that such consultation shall not be more than 5% of the average level of services performed by you during the immediately 36 months preceding your retirement/termination).

Very truly yours,

SUBURBAN PROPANE PARTNERS, L.P.

/s/ HAROLD R. LOGAN, JR.                           
By: Harold R. Logan, Jr.
Title: Chairman of the Board of Supervisors

ACCEPTED AND AGREED
as of the date first written above:

/s/ MICHAEL J. DUNN, JR.                            
Michael J. Dunn, Jr.