Energy Transfer 2015 Annual Report Download - page 146

Table of Contents
The awards under the 2004 Plan, 2008 Incentive Plan, the 2011 Incentive Plan and the 2014 and 2015 awards under the Sunoco Logistics and Sunoco LP
equity incentive plans all provide for acceleration of vesting in the event of the death or disability of the award recipient. In addition, the ETP Compensation
Committee has approved a retirement provision, which provides that employees with at least ten years of service with the general partner, who leave the
general partner voluntarily due to retirement, are eligible for accelerated vesting of 40% of his or her award for named executive officers age 65 to 68, or 50%
of his or her award for named executive officers over age 68. Under the assumption described above, none of the restricted units granted in December 2015
would vest upon a named executive officer’s retirement because none of such officers met the age criteria for vesting at such time. The SXL Compensation
Committee for 2015 included a provision in their award agreements which provided that an employee with at least ten years of service, who leaves
employment voluntarily due to retirement, is eligible for accelerated vesting of 40 % of his or her award from age 65 to 68 or 50 % of his or her award over
age 68.
In the event of death, the named executive officers participate in the life insurance plans offered to all of our employees (i.e., life insurance benefits equal to
one and one-half times the named executive officer’s annual base salary, up to a maximum of $750,000 plus any supplemental life insurance elected and paid
for by the named executive officer).
  . As discussed in our Compensation Discussion and Analysis above, all amounts under the DC Plan and the ETP Deferred
Compensation Plan for Former Sunoco Executives (other than discretionary credits) are immediately 100% vested. Upon a change in control (as defined in
the DC Plan and/or the ETP Deferred Compensation Plan for Former Sunoco Executives), distributions from the respective plans would be made in
accordance with the normal distribution provisions of the respective plan. A change in control is generally defined in the DC Plan and the ETP Deferred
Compensation Plan for Former Sunoco Executives as any change in control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
Director Compensation
The Compensation Committee periodically reviews and makes recommendations regarding the compensation of the directors of our General Partner. In 2015,
non-employee directors each received an annual fee of $50,000 in cash. Additionally, the Chairman of the Audit Committee receives an annual fee of
$15,000 and the members of the Audit Committee receive an annual fee of $10,000. The Chairman of the Compensation Committee receives an annual fee of
$7,500 and the members of the Compensation Committee receive an annual fee of $5,000. In 2015, members of the Conflicts Committee received cash
payments on a to-be-determined basis for each Conflicts Committee assignment. Employee directors, including Mr. Warren, do not receive any fees for
service as directors. In addition, the non-employee directors participate in our 2008 Incentive Plan. Each director who is not also (i) a shareholder or a direct
or indirect employee of any parent, or (ii) a direct or indirect employee of ETP LLC, ETP, or a subsidiary, who is elected or appointed to the Board for the first
time shall automatically receive, on the date of his or her election or appointment, an award of 2,500 unvested ETP Common Units. In 2015, non-employee
directors received annual grants of restricted ETP Common Units equal to an aggregate of $100,000 divided by the closing price of our Common Units on the
date of grant, which will vest 60% after the third year and the remaining 40% after the fifth year after the grant date.
The compensation paid to the non-employee directors of our General Partner in 2015 is reflected in the following table:
Name
Fees Paid in Cash(1 )
($)
Unit Awards(2)
($)
All Other Compensation
($)
Total
($)
Ted Collins, Jr.
$ 79,360
$ 100,000
$ —
$ 179,360
Paul E. Glaske (3)
28,743
—
—
28,743
Michael K. Grimm
164,074
100,000
—
264,074
James R. (Rick) Perry
82,420
154,400
—
236,820
David K. Skidmore
163,054
100,000
—
263,054
(1) Fees paid in cash are based on amounts paid during the period.
(2) Unit award amounts reflect the aggregate grant date fair value of awards granted based on the market price of Common Units as of the grant date. Mr.
Perry was appointed to the board of our General Partner on February 3, 2015 and his award reflects a 2,500 initial award upon his appointment.
(3) Mr. Glaske served as a director until he passed away on January 30, 2015. Mr. Glaske held 5,149 unit awards which vested during 2015 with a value
realized on vesting of $314,396.
As of December 31, 2015, Messrs. Collins and Grimm each had 4,572 unit awards outstanding, Mr. Perry had 2,500 unit awards outstanding and Mr.
Skidmore had 5,818 unit awards outstanding.
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