Sunoco 2014 Annual Report Download - page 122

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Participants may elect to have their accounts distributed in one lump sum payment or in annual installments
over a period of three or five years upon retirement, and in a lump sum upon other termination. Participants may
also elect to take lump sum in-service withdrawals five years or longer in the future, and such scheduled in-
service withdrawals may be further deferred prior to the withdrawal date. Upon a change of control (as defined in
the ETP NQDC Plan), all ETP NQDC Plan accounts are immediately vested in full, and participants may elect to
have their accounts distributed in one lump sum payment or to retain their originally elected payment schedules.
• The ETP Deferred Compensation Plan for Former Sunoco Executives is a deferred compensation plan established
by ETP in connection with the Merger. Pursuant to his offer letter agreement with ETP effective as of October 5,
2012, in connection with the Merger (the "Offer Letter"), Mr. Hennigan waived any future rights or benefits to
which he otherwise would have been entitled under both the Sunoco, Inc. Executive Retirement Plan ("SERP"), a
non-qualified, unfunded plan that provided supplemental pension benefits over and above the benefits under the
SCIRP and the Pension Restoration Plan, and the Pension Restoration Plan, in return for which, the present value
($2,789,413) of such deferred compensation benefits was credited to Mr. Hennigan's account under this plan. Mr.
Hennigan is our only executive officer eligible to participate in this plan. Mr. Hennigan's account is 100 percent
vested and will be distributed in one lump sum payment upon his retirement or termination of employment, or
other designated distribution event, including a change of control (as defined in the plan). His account is credited
with deemed earnings (or losses) based on hypothetical investment fund choices made by him among available
funds.
• Other Benefits: Employees of our general partner, including NEOs, participate in a variety of other benefits
arrangements, including medical, dental, vision, life insurance, disability insurance, holidays and vacation. These
benefits, which are the same for all employees of the ETE family of partnerships, are provided on an enterprise-wide
basis. NEOs receive the same benefits and are responsible to pay the same premium, deductible and out-of-pocket
maximums as other employees.
• Severance and Change-in-Control Benefits: An employee, including an NEO, is an employee at will. This means that
our general partner may terminate an employee's employment at any time, with or without notice, and with or without
cause or reason. Upon certain terminations of employment and in the event of a change in control, certain benefits
may be paid or provided to our NEOs.
The LTIP provides that, unless specified otherwise in the applicable award agreement, in the event of a qualifying
termination following a change in control (as such terms are defined in the plan), all awards of restricted units or unit
options automatically vest and become payable or exercisable, as the case may be. Performance-based restricted units
that have been outstanding for more than one year will be paid out at the greater of the target amount, or an amount in
line with our actual performance immediately prior to the change in control. Those performance-based restricted units
that have been outstanding for one year or less will be paid out at the target amount. Additional information regarding
the LTIP can be found under "Other Potential Post-Employment Payments" below.
As reported in a Current Report on Form 8-K on October 23, 2014, the Special Executive Severance Plan, which
provided enhanced severance benefits to participating executives terminated in connection with a change in control,
and the Executive Involuntary Severance Plan, which provided certain severance benefits to participating executives
involuntarily terminated for reasons other than just cause, death, disability, or a change in control, were terminated in
October 2014.
Our general partner has adopted the Energy Transfer Partners GP, L.P. Severance Plan (the "Severance Plan"),
which provides for payment of certain severance benefits in the event of a qualifying termination (as that term is
defined in the Severance Plan) to all salaried employees on a nondiscriminatory basis. 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, subsidized group health insurance coverage under
COBRA. 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-
precedent setting.