Sunoco 2012 Annual Report Download - page 147

•Involuntary Termination—For Cause: An NEO who is terminated for cause would receive the following:
•SCIRP/SERP: Benefits accrued under the SCRIP, SERP and Pension Restoration Plans would be paid
according to the terms of those plans applicable to terminated or retirement eligible employees, as
described in the Voluntary Termination section above.
•LTIP: Under the LTIP, if an NEO is not retirement eligible, outstanding performance-based restricted
units would be cancelled as of the termination date.
•Sunoco Partners LLC Annual Incentive Plan: Any annual incentive award for that year would be
forfeited.
•Vacation Benefits: Each NEO would receive payment for his or her accrued vacation, which benefit is
generally provided to active employees of the Partnership’s general partner.
•Involuntary Termination—Not for Cause:
•Sunoco Partners LLC Executive Involuntary Severance Plan (“Involuntary Severance Plan”):
Executives whose employment is terminated by the Partnership’s general partner, other than for just
cause, or as a result of death or disability, receive a severance allowance under the Involuntary
Severance Plan. The plan is available to the general partner’s NEOs and certain other executive level
employees. However, any NEO receiving benefits under the SERP would not also be eligible to receive
benefits under this plan. Following the Merger of Sunoco with ETP, 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. The following is a summary of the benefits
available under this plan:
• In the case of the Chief Executive Officer, and the President and Chief Operating Officer,
severance payments would be for a period of and equal to 78 weeks of base salary plus the annual
individual guideline incentive amount, in effect on the termination date, as defined in the plan.
• Other NEOs would receive severance payments for a period of and equal to 52 weeks of base
salary plus the annual individual guideline incentive amount, in effect on the termination date, as
defined in the plan.
• Each NEO would be entitled to medical coverage for up to the period of severance received, at the
same rate that such benefits are generally provided to active employees.
• NEOs would receive a cash amount in lump sum equal to the NEO’s accrued but unused vacation
through the end of his or her employment termination date as defined in the plan.
•SCIRP: NEOs hired prior to January 1, 1987 (Messrs. Colavita and Hennigan) would receive benefits
based upon the Final Average Pay formula of the SCIRP. SCIRP benefits for NEOs hired after the
January 1, 1987 conversion of SCIRP from a final average pay plan to a cash balance pension plan
(Ms. Elsenhans, Ms. Shea-Ballay and Mr. MacDonald), are calculated using the Career Pay formula.
To the extent that the amount payable exceeds the amount available under the SCIRP, the remaining
amount would be paid under the Pension Restoration Plan.
•SERP: SERP benefits are offset by benefits payable under the SCIRP and Pension Restoration Plan.
Under the terms of the SERP, Ms. Elsenhans and Messrs. Hennigan and MacDonald are eligible to
receive benefits under this plan.
•Involuntary Termination—Change of Control
•Sunoco Partners LLC Special Executive Severance Plan: This plan was adopted to retain executives in
the event of a change of control, and to eliminate the distraction and uncertainty such a transaction may
create among management personnel, to the detriment of the organization. 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,
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