Sunoco 2012 Annual Report Download - page 132

•The Sunoco, Inc. Capital Accumulation Plan (“SunCAP”) is a broad-based 401(k) qualified defined
contribution plan for Sunoco and certain affiliates, including our general partner. SunCAP is designed
for long-term investment, to assist employees in accumulating funds for retirement. Employees who
elect to participate in SunCAP may elect to make salary deferrals immediately. For employees having
at least one year of service, we match the first five percent of base pay contributed, on a dollar-for-
dollar basis. Effective July 1, 2010, for all employees, whether or not they elect to make salary
deferrals, including NEOs who are affected by the pension freeze, we may make:
• a discretionary profit sharing contribution of up to three percent of base pay for eligible
employees, after one year of service; and
• an additional discretionary profit sharing contribution of up to four percent of base pay for such
employees who, on June 30, 2010, had at least 10 years of service and completed years of age and
service totaling at least 60.
This discretionary profit-sharing contribution was added to SunCAP to mitigate the impact of the
pension benefits freeze described above. Participating employees choose how their contributions and
our matching and profit sharing contributions are invested from among various funds provided for
investment. An employee who terminates employment may elect to take a lump-sum distribution from
the plan.
Until October 2012, one of the investment options in SunCAP included Sunoco common stock
equivalent funds. However, in connection with the Merger of Sunoco with ETP, all Sunoco common
stock held in the SunCAP was liquidated at the end of September. Beginning in October 2012, the
Sunoco stock equivalent funds were removed as an investment option under the SunCAP. This change
was necessitated because the conversion of Sunoco common stock into ETP common units resulting
from the Merger, and the receipt and retention of merger consideration in the form of ETP common
units within SunCAP accounts, would have resulted in prohibited transactions under the Employee
Retirement Income Security Act of 1974 (“ERISA”), the federal law that applies to retirement plans.
For this reason, the liquidation of the Sunoco stock equivalent funds was completed prior to the closing
of the Merger.
In coordination with the elimination of the Sunoco stock equivalent funds in the SunCAP, the SunCoke
Energy, Inc. Stock Fund (the “SunCoke Stock Fund”) also was liquidated and removed from SunCAP’s
investment lineup. The SunCoke Stock Fund had been added to the SunCAP as an investment option in
January 2012, when SunCoke Energy, Inc. was spun off as an independent company from Sunoco. For
each active employee, including the NEOs, participating in SunCAP, the liquidation proceeds, from the
Sunoco common stock equivalent funds and/or the SunCoke Stock Fund, were invested in accordance
with the then-current contribution allocation percentages for such employee, on file with the SunCAP
trustee (Vanguard Fiduciary Trust Company), or in certain Qualified Default Investment Alternatives,
which were date-specific Vanguard Target Retirement Funds. For terminated employees, liquidation
proceeds were invested in the Qualified Default Investment Alternatives.
•The Sunoco, Inc. Savings Restoration Plan was an excess 401(k) benefit plan available during 2012
to employees of Sunoco and its subsidiaries, and our general partner. It was a non-qualified deferred
compensation plan available to those SunCAP participants subject to compensation and/or contribution
limitations under the Internal Revenue Code (“Code”). Participants were able to contribute amounts in
excess of the applicable Code limits, up to five percent of base salary. The amounts of the company
match for NEOs in 2012 under the SunCAP and the Savings Restoration Plan are included in the
Summary Compensation Table on page 133 under “All Other Compensation” and are further described
in the notes accompanying the table. Effective as of December 31, 2012, the Savings Restoration Plan
was terminated, amounts outstanding in participant accounts were liquidated, and the participating
employees who were affected by the plan terrmination received the cash value of their outstanding
account balances from Sunoco.
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