Energy Transfer 2013 Annual Report Download - page 128

Table of Contents
satisfying minimum ownership requirements; however, unvested unit awards may not be used to satisfy the minimum ownership requirements.
Executive officers who have not yet met their respective guideline must retain and hold all Common Units (less Common Units sold to cover the executive’s
applicable taxes and withholding obligation) received in connection with long-term incentive awards. Once the required ownership level is achieved, ownership
of the required Common Units must be maintained for as long as the covered executive is subject to the guidelines. However, those individuals who have met
or exceeded their applicable ownership guideline may dispose of our Common Units in a manner consistent with applicable laws, rules and regulations,
including regulations of the SEC and our internal policies, but only to the extent that such individual’s remaining ownership of Common Units would
continue to exceed the applicable ownership guideline.
 In addition to their roles as officers of our General Partner, Messrs. McCrea and Salinas also serve as officers and directors of the
general partner of Sunoco Logistics. In connection with those roles at Sunoco Logistics’ general partner, in December 2013, the compensation committee of
Sunoco Logistics’ general partner awarded Messrs. McCrea and Salinas time-based restricted units of Sunoco Logistics in the amount of 27,300 units and
6,550 units, respectively. The terms and conditions of the restricted unit awards to Messrs. McCrea and Salinas under the Sunoco Logistics equity plan are
identical to the terms and conditions of the restricted unit awards under our equity plan to Messrs. McCrea and Salinas.
The previous annual grant of Sunoco Logistics equity awards occurred in January 2013, at which time Messrs. McCrea and Salinas were granted 16,667
units and 8,333 units, respectively. These awards are reflected as compensation in 2013 for Messrs. McCrea and Salinas in the “Compensation Tables”
section below.
 McReynolds Energy Partners, L.P., the general partner of which is owned and controlled by the President of ETE’s general partner,
has previously awarded to certain officers of ETP certain rights related to units of ETE previously issued by ETE to such officers. These rights included the
economic benefits of ownership of these ETE units based on a five-year vesting schedule whereby the officer vested in the ETE units at a rate of 20% per year.
As these ETE units conveyed to the recipients of the awards upon vesting from a partnership that is not owned or managed by ETE or ETP, none of the costs
related to such awards were paid by ETE or ETP. We recognized non-cash compensation expense over the vesting period based on the grant date fair value of
the ETE units awarded the ETP employees assuming no forfeitures. As of December 31, 2013, no such affiliate equity awards remained outstanding. During
2013, Messrs. McCrea and Salinas vested in rights related to ETE units of 84,000 and 96,000, respectively (after adjustment for ETE’s two-for-one common
unit split in January 2014).
 We have established a defined contribution 401(k) plan, which covers substantially all of our employees, including our
named executive officers. Employees may elect to defer up to 100% of their eligible compensation after applicable taxes, as limited under the Internal Revenue
Code. We make a matching contribution that is not less than the aggregate amount of matching contributions that would be credited to a participant’s account
based on a rate of match equal to 100% of each participant’s elective deferrals up to 5% of covered compensation. The amounts deferred by the participant and
the amounts deferred by the Partnership are fully vested at all times. We provide this benefit as a means to incentivize employees and provide them with an
opportunity to save for their retirement.
Beginning in January 2013, the Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with a base compensation
below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.
. All full-time employees, including our named executive officers, may participate in our health and welfare benefit programs
including medical, dental, vision, flexible spending, life insurance and disability insurance.
Our named executive officers do not have any employment agreements that call for payments of termination or severance benefits or
that provide for any payments in the event of a change in control of our General Partner. Our 2004 Unit Plan provides for immediate vesting of all unvested
unit awards in the event of a change in control, as defined in the plan. In addition, our 2008 Incentive Plan provides the Compensation Committee with the
discretion to provide for immediate vesting of all unvested unit awards in the event of a change of control, as defined in the plan. Please refer to “Compensation
Tables – Potential Payments Upon a Termination or Change of Control” for additional information.
In addition, our General Partner has also adopted the ETP GP Severance Plan and Summary Plan Description effective as of June 12, 2013, (the “Severance
Plan”), which provides for payment of certain severance benefits in the event of Qualifying Termination (as that term is defined in the Severance Plan). In
general, the Severance Plan provides payment of two weeks of annual base salary for each year or partial year of employment service with the Partnership up
to a maximum of fifty-two weeks or one year of annual base salary (with a minimum of four weeks of annual base salary) and up to three months of
continued group health insurance coverage. The Severance Plan also provides that the Partnership may determine to pay benefits in addition to those provided
under the Severance Plan based on special circumstances, which additional benefits shall be unique and non-
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