Sunoco 2012 Annual Report Download - page 137

• One-time award, granted as of December 5, 2012, under the LTIP, consisting of 90,000 restricted units
and cash distribution rights, vesting incrementally over a five-year period. The first percentage vesting
will occur on October 6, 2014 (the “Initial Vesting Date”), and all distributions associated with the
award prior to the Initial Vesting Date will be accrued, but not paid, until the Initial Vesting Date;
• Eligibility, on a discretionary basis, for annual long-term equity incentive awards, consisting of SXL
restricted units having a value equal to 200 percent to 300 percent of annual base salary (subject to a
five-year graded vesting period);
• Conversion of the present value ($2,789,413) of certain Sunoco deferred compensation benefits to the
Energy Transfer Partners Deferred Compensation Plan for Former Sunoco Executives; and
• Eligibility to participate in the employee benefit plans, including non-qualified deferred compensation,
retirement, health and other welfare benefit plans, offered to similarly situated executives of ETP.
(6) Ms. Elsenhans and Messrs. Colavita, MacDonald, and Salinas did not receive separate compensation for
their services to us as either directors or officers of our general partner during the periods shown in the table.
Ms. Elsenhans and Mr. MacDonald received performance-based restricted unit awards under the LTIP in
January 2011, the payout of which was further conditioned upon continued service as officers of our general
partner through the end of the applicable restriction period on December 31, 2013. During 2012,
Ms. Elsenhans and Messrs. Colavita, and MacDonald were employees of Sunoco, and the compensation
committee of Sunoco’s Board of Directors determined the components of their compensation, including
salary and annual incentive. We had no control over Sunoco’s compensation determination process.
Mr. Salinas is employed by the general partner of Energy Transfer Partners, L.P., which determines the
components of his compensation, including salary and annual incentive. We have no control over this
compensation determination process.
(7) Mr. Hennigan began his employment with our general partner on May 15, 2009. Prior to that, he was a
senior executive at Sunoco. Pursuant to an agreement between Sunoco and us, we paid a portion of
Mr. Hennigan’s base salary during 2009 and 2010. The figure in this column for 2010 represents the portion
of his salary earned and allocated to us in 2010. Sunoco reimbursed us $157,932 for that portion of
Mr. Hennigan’s base salary in excess of this amount. Sunoco no longer pays any portion of Mr. Hennigan’s
salary. Beginning in 2011, we paid Mr. Hennigan’s entire base salary.
(8) During 2010, Sunoco reimbursed us $125,000 in connection with Mr. Hennigan’s 2010 performance based
restricted units.
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