Sunoco 2012 Annual Report Download - page 134
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Please find page 134 of the 2012 Sunoco annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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The Board of Directors believes that the potential severance payments provide an appropriate level of
protection to executive officers for the critical period following a change in control at a reasonable cost
to us. For these purposes, annual compensation consists of: (i) annual base salary in effect immediately
prior to a change in control or immediately prior to the employment termination date, whichever is
greater, plus (ii) the greater of the executive’s annual individual incentive guideline in effect
immediately before the change in control or employment termination date, or the highest annual
incentive awarded in any of the three years ending prior to the change in control, or any subsequent
year ending before the employment termination date. Eligible executives under the Special Executive
Severance Plan are entitled to medical, dental, vision and life insurance coverage during the applicable
severance period, at the same rate that such benefits are provided to active employees. Following the
Merger, the Special Executive 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.
The Annual Incentive Plan provides that, upon a change in control, as defined in the plan, the participants
will receive a pro rata portion of the annual incentive award based on the level of attainment of applicable
performance targets at the time of the change in control. The Sunoco Partners LLC Long-Term Incentive Plan
provides that, 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 these plans can be found under “Other
Potential Post-Employment Payments” starting on page 144.
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