Sunoco 2013 Annual Report Download - page 116

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policy, but only to the extent that such individual’s remaining ownership of common units would continue to
exceed the applicable ownership guideline.
• Insider Trading (Including Hedging) Policy. The employees of our general partner are subject to the Sunoco
Partners LLC Insider Trading Policy which, among other things, prohibits such employees from entering into
short sales, or purchasing, selling, or exercising any puts, calls, or similar derivative security instruments
pertaining to our common units, all of which could incent an employee towards engaging in overly risky
behavior for short-term gains. This prohibition does not extend to unit options that may be issued in
accordance with the terms of our general partner’s LTIP.
• Other Plans: During 2013, employees of our general partner, including the NEOs, participated in the following
benefit plans offered by ETP or its affiliates, including certain of Sunoco’s plans, in which our general partner was a
participating employer prior to the Merger and continues to participate:
• The Sunoco, Inc. Retirement Plan (the “SCIRP”) is a qualified defined benefit plan, under which benefits
are subject to Code limits for pay and amount. Under the SCIRP, executives hired before January 1, 1987
participate in a “final average pay” formula. Those executives hired on or after January 1, 1987 participate in
a “cash balance” formula, which provides a benefit based on career pay rather than final average pay.
Effective June 30, 2010, Sunoco froze pension benefits (including accrued and vested benefits) payable under
this plan for all salaried employees, including the NEOs of our general partner who participate in this plan.
• The Sunoco, Inc. Pension Restoration Plan (the “Pension Restoration Plan”) is a non-qualified, unfunded
plan that provides retirement benefits that otherwise would be provided under the SCIRP, except for the Code
limits. Effective June 30, 2010, Sunoco froze benefits (including accrued and vested benefits) payable under
this plan for all salaried employees, including the NEOs of our general partner who participate in this plan.
• The Sunoco, Inc. Capital Accumulation Plan (“SunCAP”) is a defined contribution 401(k) plan, which
covers substantially all of our general partner’s employees, including the NEOs. Employees may elect to
defer up to 100% of their eligible compensation after applicable taxes, as limited under the Code. The general
partner makes a matching contribution based on a rate of match equal to 100% of each participant’s elective
deferrals up to 5% of covered compensation. The general partner also makes a discretionary profit sharing
contribution of 7% of base pay (Messrs. Hennigan, Lauterbach and Chalson) or 3% of base pay (Ms. Shea-
Ballay), subject to IRS contribution limits. The entire amount credited to the participant’s SunCAP account is
fully vested and non-forfeitable at all times. We provide this benefit as a means to incentivize employees and
provide them with an opportunity to save for their retirement. Effective January 1, 2014, SunCAP was
merged into the ETP 401(k) Plan.
• The ETP Non-Qualified Deferred Compensation Plan (the “ETP NQDC Plan”) is a deferred compensation
plan, which permits eligible highly compensated employees to defer a portion of their salary and/or bonus
until retirement or termination of employment or other designated distribution event. Under the ETP NQDC
Plan, each year eligible employees are permitted to make an irrevocable election to defer up to 50% of their
annual base salary, 50% of their quarterly non-vested unit distribution income, and/or 50% of their
discretionary performance bonus compensation to be earned for services performed during the following
year. Pursuant to the ETP NQDC Plan, the general partner may make annual discretionary matching
contributions to participants’ accounts; however, the general partner has not made any discretionary
contributions to participants’ accounts and currently has no plans to make any discretionary contributions to
participants’ accounts. All amounts credited under the ETP NQDC Plan (other than discretionary credits) are
immediately 100% vested. Participant accounts are credited with deemed earnings (or losses) based on
hypothetical investment fund choices made by the participants among available funds.
Participants may elect to have their accounts distributed in one lump sum payment or in annual
installments over a period of three or five years upon retirement, and in a lump sum upon other termination.
Participants may also elect to take lump-sum in-service withdrawals five years or longer in the future, and
such scheduled in-service withdrawals may be further deferred prior to the withdrawal date. Upon a change
of control (as defined in the ETP NQDC Plan), all ETP NQDC Plan accounts are immediately vested in full,
and participants may elect to have their accounts distributed in one lump sum payment or to retain their
originally elected payment schedules.
• The ETP Deferred Compensation Plan for Former Sunoco Executives is a deferred compensation plan
established by ETP in connection with the Merger. Pursuant to his Offer Letter (as defined below) agreement
with ETP, in connection with the Merger, Mr. Hennigan waived any future rights or benefits to which he