Energy Transfer 2013 Annual Report Download - page 134

Table of Contents
Option Exercises and Units Vested Table
Unit Awards
Name
Number of Units Acquired on Vesting(1)
(#)
Value Realized on Vesting
(1)
($)
ETP Unit Awards:
Kelcy L. Warren
—
$ —
Martin Salinas, Jr.
16,837
908,053
Marshall S. (Mackie) McCrea, III
95,200
5,134,326
Thomas P. Mason
29,637
1,577,493
Richard Cargile
3,600
194,155
Sunoco Logistics Unit Awards:
Martin Salinas, Jr.
1,667
114,456
Marshall S. (Mackie) McCrea, III
3,334
228,912
(1) Amounts presented represent the number of unit awards vested during 2013 and the value realized upon vesting of these awards, which is calculated as
the number of units vested multiplied by the closing price of our Common Units or Sunoco Logistics common units, accordingly, upon the vesting date.
We have not issued option awards.
Nonqualified Deferred Compensation
Name
Executive Contributions in
Last FY(1)
($)
Registrant Contributions
in Last FY
($)
Aggregate Earnings in
Last FY(1)
($)
Aggregate
Withdrawals/Distributions
($)
Aggregate Balance at
Last FYE(1)
($)
Kelcy L. Warren
$ —
$ —
$ —
$ —
$ —
Martin Salinas, Jr.
44,610
—
56,036
—
303,495
Marshall S. (Mackie) McCrea, III
—
—
—
—
—
Thomas P. Mason
—
—
—
—
—
Richard Cargile
327,964
—
83,943
—
512,779
(1) The executive contributions and aggregate earnings reflected above for Messrs. Salinas and Cargile are included in total compensation in the “Summary
Compensation Table”; the remainder of the aggregate balance at last fiscal year end was reported as compensation in previous fiscal years.
A description of the key provisions of the Partnership’s deferred compensation plan can be found in the compensation discussion and analysis above.
Potential Payments Upon a Termination or Change of Control
As discussed in our Compensation Discussion and Analysis above, any unvested equity awards granted pursuant to the 2004 Unit Plan will
automatically become vested upon a change of control. Assuming that a change of control occurred on December 31, 2013, the fair value of the unvested
awards granted pursuant to the 2004 Unit Plan as of December 31, 2013 was $458,000 for Mr. Mason. Although any unvested equity awards granted under
the 2008 Incentive Plan may also become vested upon a change of control at the discretion of the Compensation Committee, this discussion assumes a scenario
in which the Compensation Committee does not exercise such discretion.
While any individual award agreement may contain a modified definition, a change in control is generally defined under the 2004 Unit Plan as the occurrence
of any of the following events: (i) ETP GP ceases to be our general partner; (ii) ETE ceases to own, directly or indirectly through wholly-owned subsidiaries,
in the aggregate at least 51% of the capital stock or equity interests of ETP GP; (iii) the sale of all or substantially all of ETP’s assets (other than to any
affiliate of ETE); or (iv) a liquidation or dissolution of ETP. Under the 2008 Incentive Plan, a “change of control” is generally defined as the occurrence of one
or more of the following events: (1) any person or group becomes the beneficial owner of 50% or more of our voting power or voting securities; (2) the complete
liquidation of either ETP LLC, ETP GP, or us; (3) the sale of all or substantially all of ETP GP’s or our assets to anyone other than us, ETP GP or one of our
affiliates; or (4) a person other than ETP LLC, ETP GP or one of their affiliates becomes our general partner.
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