Sunoco 2012 Annual Report Download - page 151

Sunoco Logistics Partners L.P.
Other Potential Post-Employment Payments as of December 31, 2012
Michael J. Hennigan
President and Chief Operating Officer
Type of Benefit
Voluntary
Termination
($)
Death
($)
Disability
($)
Termination
for Cause
($)
Involuntary
Termination
Not for Cause
($)
Change in
Control
($)
Cash Severance
Base Salary(1) ........... 0 0 0 0 825,000 1,650,000
Annual Incentive(2) ...... 0 0 0 0 907,500 1,815,000
Total Cash Severance ........ 0 0 0 0 1,732,500 3,465,000
Additional Pension Benefits(3) ..... 0 0 0 0 0 123,033
Unit Ownership(4)(5)
Performance-Based RSU
(2011-2013)(6) ........ 0 1,433,983 1,433,983 0 1,433,983 2,867,967
Performance-Based RSU
(2012-2014)(6) ........ 0 1,791,780 1,791,780 0 1,791,780 1,791,780
Time-Vested RSUs(6) ..... 0 5,474,827 5,474,827 0 5,474,827 5,474,827
Total Unit Ownership ........ 0 8,700,590 8,700,590 0 8,700,590 10,134,574
Other Benefits
Outplacement(7) ......... 0 0 0 0 25,000 25,000
Health & Welfare(8) ...... 0 0 0 0 150,000 150,000
Total Other Benefits ......... 0 0 0 0 175,000 175,000
TOTAL ....................... 0 8,700,590 8,700,590 0 10,608,090 13,897,607
NOTES TO TABLE
(1) Consists of 3.0 x multiple of the base salary prior to the Change in Control. Upon involuntary termination
not for cause, consists of 78 weeks of base salary in effect on the termination date.
(2) Consists of 3.0 x multiple of the target bonus prior to the Change in Control. Upon involuntary termination
not for cause, consists of 78 weeks of target bonus in effect on the termination date.
(3) Pursuant to his October 4, 2012 Offer Letter agreement with ETP, in connection with the Merger,
Mr. Hennigan waived any future rights or benefits to which he otherwise would have been entitled under
both the SERP and the Pension Restoration Plan (both non-qualified plans). Value shown in the table
reflects additional qualified pension benefits.
(4) Reflects intrinsic values of accelerated vesting of equity awards at an assumed closing price of $49.73
(closing price of Sunoco Logistics Partners L.P., on December 31, 2012). Values include unvested/unearned
distribution equivalent rights of accelerated vesting of unit ownership.
(5) Pursuant to the terms of a letter agreement with Mr. Hennigan, dated November 2, 2011, in the event of his
involuntary termination not for cause, Mr. Hennigan’s time-vested RSUs will continue to vest and pay out,
and his performance-based RSUs will be treated as described below for a Change in Control event.
(6) Upon a Change in Control, performance-based RSUs outstanding more than twelve months from the grant
date are paid out at the greater of target or actual performance immediately prior to the Change in Control.
The estimated payout for the 2011 and 2012 performance cycles would have been 200% of target based on
Total Return results (payout percentage does not reflect Cash Distribution Growth performance).
Performance-based RSUs outstanding less than twelve months from the grant date prior to a Change in
Control, are not adjusted for any performance factors. Under death, disability and retirement, outstanding
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