Energy Transfer 2015 Annual Report Download - page 138

Table of Contents
times their respective base salary. The Guidelines do not apply to our CEO, who receives a salary of $1.00 per year plus an amount sufficient to cover his
allocated payroll deductions for health and welfare benefits.
Our General Partner and the Compensation Committee believe that the ownership of our Common Units, as reflected in the Guidelines, is an important means
of tying the financial risks and rewards for our executives to our total unitholder return, aligning the interests of such executives with those of our
Unitholders, and promoting the Partnership’s interest in good corporate governance.
Covered executives are generally required to achieve their ownership level within five years of becoming subject to the guidelines; however, certain covered
executives, based on their tenure as an executive, are required to achieve compliance within two years of the December 2013 effective date of the Guidelines.
Thus, compliance with the Guidelines was required for Messrs. McCrea and Mason beginning December 2015 and both are compliant. Mr. Ramsey will be
required to be compliant with the Guidelines in November 2020 and Tom Long beginning December 2018.
Covered executives may satisfy the guidelines through direct ownership of Common Units or indirect ownership by certain immediate family members.
Direct or indirect ownership of ETE, Sunoco Logistics and Sunoco LP common units shall count on a one-to-one ratio for purposes of satisfying minimum
ownership requirements; however, unvested unit awards may not be used to satisfy the minimum ownership requirements.
Covered executives 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 serves as an officer and director of the
general partner of Sunoco Logistics, Mr. Mason serves as a director of the general partner of Sunoco Logistics and provides certain legal services to the
general partners of Sunoco Logistics and Sunoco LP and Mr. Long provides certain financial services to the general partners of Sunoco Logistics and Sunoco
LP. In connection with those roles at Sunoco Logistics, in December 2015, the SXL Compensation Committee awarded Messrs. McCrea, Long and Mason
time-based restricted units of Sunoco Logistics in the amount of 93,390 units, 11,208 units and 22,046 units, respectively. In connection with those roles at
Sunoco LP, in December 2015, the compensation committee of Sunoco LP’s general partner awarded Messrs. Long and Mason time-based restricted units of
Sunoco LP in the amount of 14,125 units and 18,523 units, respectively. The terms and conditions of the restricted unit awards to Messrs. McCrea, Long and
Mason under the Sunoco Logistics and Sunoco LP equity plans are identical to the terms and conditions of the restricted unit awards under our equity plan
applicable to Messrs. McCrea, Long and Mason.
The Energy Transfer Partners GP, L.P. 401(k) Plan (the “ETP 401(k) Plan”) is a defined contribution 401(k) plan, which
covers substantially all of our employees, including the 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 are fully vested at all times, and the amounts contributed by the Partnership become vested
based on years of service. We provide this benefit as a means to incentivize employees and provide them with an opportunity to save for their retirement.
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
restricted unit awards in the event of a change in control, as defined in the applicable plan. In addition, our 2008 Incentive Plan and 2011 Incentive Plan
provide the Compensation Committee with the discretion, unless otherwise specified in the applicable award agreement, to provide for immediate vesting of
all unvested restricted unit awards in the event of (i) a change of control, as defined in the plan; (ii) death or (iii) disability, as defined in the applicable plan.
In the case of the December 2014 and 2015 long-term incentive awards to the named executive officers under the 2008
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