Sunoco 2012 Annual Report Download - page 149

• Final average pay at termination is no less than final average pay at the time of the change in
control. In the case of a participant under age 55 at the time of termination, the change in control
benefit will equal the benefit that would have been paid at age 55.
• The benefit will be paid in a lump sum six months after separation from service with Sunoco
pursuant to Code Section 409A.
•Change of Control—Regardless of Termination
•Sunoco Partners LLC Annual Incentive Plan: If a change of control occurs, (a “single trigger”) an NEO
would receive a pro rata portion of the annual incentive based on level of attainment of applicable
performance targets.
•LTIP: If a change of control occurs, there is a “double trigger” mechanism, requiring both a change of
control and a qualifying termination of employment (as defined in the plan) following such change of
control, to trigger the payment of outstanding restricted units and accompanying distribution equivalent
rights. Restricted units that have been outstanding for more than one year will be paid out at the greater
of target or in amount in line with actual performance results. Restricted units that have been
outstanding for less than one year will be paid out at target. Retention-based units will be paid out at as
awarded. Restricted units may be paid out in cash, or in common units, as determined by our general
partner’s Compensation Committee.
•Death: In the case of death, an NEO’s beneficiary(ies) or estate would receive the following benefits:
•Insurance:
• Life insurance benefits equal to one times base compensation up to a maximum of $1 million plus
any supplemental life insurance elected and paid for by the NEO.
• Travel Accident insurance in the amount of three times base compensation (up to a maximum of
$3 million) would be payable in the event of accidental death while traveling on company
business.
• An Occupational Death benefit in the amount of $250,000 would be payable in the event of
accidental death on the company’s premises in the course of his job; however, the Occupational
Death Plan does not pay benefits if there is a Travel Accident benefit of three times base
compensation.
• If the NEO is married, medical coverage would be available to his or her spouse on the same basis
as other married employees, i.e., if retirement eligible at death, coverage would be available to his
or her spouse on the same basis as other retirement eligible employees. If not retirement eligible,
coverage would be available for a period equal to the time he or she was employed by the
generalpartner or until the spouse reached age 65, if earlier.
•SCIRP:
• With respect to an NEO who is eligible for Final Average Pay formula benefits under SCIRP
(Messrs. Colavita and Hennigan), his or her spouse would receive the greater of: (A) 50 percent of
the benefit under the Final Average Pay formula, or (B) 100 percent of the benefit accrued under
the Career Earnings Formula. A non-married NEO’s beneficiary(ies) or estate would receive 100
percent of the benefit accrued under the Career Earnings Formula. This benefit is the same for all
similarly situated employees.
• With respect to an NEO that is eligible for Career Pay Formula benefits only under SCIRP (Ms.
Elsenhans, Ms. Shea-Ballay and Mr. MacDonald), a married or non-married NEO’s spouse,
beneficiary(ies) or estate would receive 100 percent of the benefit accrued under the Career
Earnings Formula. This benefit is the same for all similarly situated employees.
• For all NEOs, to the extent that the amount payable under SCIRP exceeds the amount available
due to IRS limits, the remaining amount would be paid under the Pension Restoration Plan at the
employee’s death.
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