Sunoco 2012 Annual Report Download - page 133

The present value of each NEO’s accumulated pension benefit, as of year-end 2012 are included in the
Pension Benefits Table on page 139. More detailed descriptions of the Retirement Plan, the Pension Restoration
Plan and Executive Retirement Plan are included in the narrative accompanying the table. Consistent with actions
taken by employers in other industries, effective June 30, 2010, Sunoco froze pension benefits for all salaried
employees, including NEOs, and many non-union employees. This includes any pension benefits that NEOs may
have accrued and that are vested under the Executive Retirement Plan. In addition to the freezing of retirement
benefits, Sunoco phased out access to post-retirement medical benefits for employees who retire after July 1,
2010.
Other Benefits: Employees of our general partner and its affiliates, including NEOs, participate in a variety
of other benefits arrangements, including medical, dental, life insurance, disability insurance, holidays and
vacation. These benefits generally are provided on an enterprise-wide basis to employees of the general partner
and its affiliates. Executive officers receive the same benefits and are responsible to pay the same premium as
other non-represented employees.
Perquisites: In 2012, certain NEOs also received a limited number of personal benefits, or “perquisites.”
The dollar amount of the perquisites received by our NEOs is included in the Summary Compensation Table on
page 133, under “All Other Compensation.”
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.
•Executive Involuntary Severance Plan provides certain severance benefits to certain of our general
partner’s designated executive officers and other designated key management personnel who are
involuntarily terminated other than for just cause, death or disability. In recognition of their past
service, the plan is intended to alleviate the financial hardship that may be experienced by certain
executives whose employment is terminated, due to circumstances beyond their control. The amount or
kind of benefit to be provided is based on the executive’s position and compensation at the time of
termination. Depending upon salary level, NEOs would receive severance payments ranging from one
to one and one-half times base salary plus their annual individual incentive guideline in effect on the
termination date. Eligible executives under the Involuntary Severance Plan are entitled to medical
coverage during the applicable severance period, at the same rate that such benefits are provided to
active employees. Following the Merger, the Executive Involuntary Severance Plan was amended to
provide that the only eligible participants under the Plan are those employees who were eligible to
participate on October 5, 2012, the date of the Merger, on which Sunoco merged into a wholly owned
subsidiary of ETP.
•Special Executive Severance Plan provides severance benefits in case of termination (whether actual
or constructive and other than for just cause, death or disability) occurring within two years after a
change of control of the Partnership, as defined in the plan. The plan was adopted to retain key
management personnel in the event of a major transaction or change in control, and to eliminate the
uncertainty and questions that may arise among management with respect to such transaction, and that
may result in the departure or distraction of key management personnel to our detriment and/or to the
detriment of our general partner. Under such circumstances, the Board of Directors has determined that
appropriate steps should be taken to reinforce and encourage the continued attention and dedication of
key management personnel to their assigned duties without distraction and, hence, has adopted the
plan. The Board of Directors believes that in the context of a change in control, potential acquirers
otherwise may have an incentive to constructively terminate an executive’s employment to avoid
paying severance, and it is therefore appropriate to provide severance benefits in this circumstance
upon a constructive termination. Severance under this plan is payable in a lump sum, equal to three
times annual compensation for the Chief Executive Officer, and two times annual compensation for the
other NEOs.
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