Sunoco 2014 Annual Report Download - page 132

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ETP Deferred Compensation Plan for Former Sunoco Executives
The following table includes deferred compensation provided to the NEOs in 2014 under the ETP Deferred Compensation
Plan for Former Sunoco Executives, a deferred compensation plan established by ETP in connection with the Merger. Pursuant
to his Offer Letter, Mr. Hennigan waived any future rights or benefits to which he otherwise would have been entitled under
both the SERP and the Pension Restoration Plan, in return for which, the present value ($2,789,413) of such deferred
compensation benefits was credited to Mr. Hennigan's account under this plan. Mr. Hennigan is our only executive officer
eligible to participate in this plan. Mr. Hennigan's account is credited with deemed earnings (or losses) based on hypothetical
investment fund choices made by him among available funds.
Name
Executive
Contributions
in 2014
($)
Registrant
Contributions
in 2014
($)
Aggregate
Earnings in 2014 (1)
($)
Aggregate
Withdrawals/
Distributions in
2014
($)
Aggregate
Balance at
December 31, 2014
($)
M. J. Hennigan — — 185,985 — 3,462,173
President and Chief Executive Officer
M. Salinas, Jr. n/a n/a n/a n/a n/a
Chief Financial Officer
K. Shea-Ballay — — — — —
Senior Vice President, General Counsel
& Secretary
K. Lauterbach — — — — —
Senior Vice President, Lease Acquisitions
D. Chalson — — — — —
Senior Vice President, Operations
NOTES TO TABLE:
(1) These amounts reflect the net gains (losses) attributable to the investment funds in which the NEOs are deemed to have chosen to
invest their contributions under the ETP Deferred Compensation Plan for Former Sunoco Executives.
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Certain plans, as described below, provide for payments of benefits to the NEOs in connection with termination, or
separation from employment, retirement, or a change in control of our general partner. The actual amounts paid can be
determined only at the time of such NEO's separation from employment with our general partner. The following describes the
benefits that the NEOs would receive if such an event occurred. Mr. Salinas is employed by the general partner of ETP, and he
does not participate in the retirement, severance, or termination plans either of Sunoco or of our general partner.
• Retirement: The benefits paid to the NEOs upon retirement are described above in the section entitled "Pension
Benefits." Under the LTIP, if an NEO is eligible for retirement, outstanding performance-based restricted units would
continue to vest, and would pay out, along with the accompanying DERs, if the performance measures are met.
Outstanding time-based restricted units would be forfeited.
• Voluntary Termination: An NEO who resigns and leaves voluntarily, would receive the following benefits:
• SCIRP/Pension Restoration Plan: Retirement eligible NEOs hired prior to January 1, 1987 (Mr. Hennigan)
would receive benefits based upon the greater of the Final Average Pay formula or the Career Pay formula (as
described below) of the SCIRP, which is a qualified defined benefit retirement plan. Effective January 1,
1987, for employees hired on or subsequent to that date, the SCIRP was converted from a final average pay
plan to a cash balance pension plan. SCIRP benefits for NEOs hired after this conversion (Ms. Shea-Ballay
and Messrs. Lauterbach and Chalson) are calculated using the Career Pay formula, based on a percentage of
pay each year and an indexing adjustment. Normal retirement age under the SCIRP is 65 years. To the extent
that the amount payable exceeds the maximum amount that may be paid under the SCIRP, the remaining
amount would be paid under the Pension Restoration Plan. Effective June 30, 2010, Sunoco froze pension
benefits for all salaried and many non-union employees. This freeze also applies to the NEOs.
• Vacation Benefits: Each NEO would be entitled to receive payment for his or her accrued vacation, which
benefit is generally provided to active employees of the Partnership's general partner.