Sunoco 2013 Annual Report Download - page 117

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otherwise would have been entitled under both the Sunoco, Inc. Executive Retirement Plan (“SERP”), a non-
qualified, unfunded plan that provided supplemental pension benefits over and above the benefits under the
SCIRP and the Pension Restoration Plan, and the Pension Restoration Plan, in return for which, the present
value ($2,789,413) of such deferred compensation benefits was credited to Mr. Hennigan’s account under this
plan. Mr. Hennigan is our only executive officer eligible to participate in this plan. Mr. Hennigan’s account is
100% vested and will be distributed in one lump sum payment upon his retirement or termination of
employment or other designated distribution event, including a change of control (as defined in the plan). His
account is credited with deemed earnings (or losses) based on hypothetical investment fund choices made by
him among available funds.
• Other Benefits: Employees of our general partner, including NEOs, participate in a variety of other benefits
arrangements, including medical, dental, vision, life insurance, disability insurance, holidays and vacation. These
benefits generally are provided on an enterprise-wide basis to employees of the general partner and its affiliates.
Executive officers receive the same benefits and are responsible to pay the same premium as other non-represented
employees.
• Perquisites: In 2013, certain NEOs also received a limited number of personal benefits, or “perquisites.” The dollar
amount of the perquisites received by our NEOs is included in the Summary Compensation Table below, under “All
Other Compensation.”
• Severance and Change-in-Control Benefits: An employee, including an NEO, is an employee at will. This means that
our general partner may terminate an employee’s employment at any time, with or without notice, and with or without
cause or reason. Upon certain terminations of employment and in the event of a change in control, certain benefits
may be paid or provided to our NEOs.
• The Executive Involuntary Severance Plan (the “Involuntary Severance Plan”) provides certain severance
benefits to certain of our general partner’s designated executive officers and other designated key
management personnel who are involuntarily terminated other than for just cause, death or disability. In
recognition of their past service, the plan is intended to alleviate the financial hardship that may be
experienced by certain executives whose employment is terminated, due to circumstances beyond their
control. The amount or kind of benefit to be provided is based on the executive’s position and compensation
at the time of termination. Depending upon salary level, NEOs would receive severance payments ranging
from one to one and one-half times base salary plus their annual target bonus in effect on the termination
date. Eligible executives under the Involuntary Severance Plan are entitled to medical coverage during the
applicable severance period, at the same rate that such benefits are provided to active employees. Following
the Merger, 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.
• The Special Executive Severance Plan (the “SESP”) provides severance and enhanced pension benefits in
case of termination (whether actual or constructive and other than for just cause, death or disability)
occurring within two years after a change of control of the Partnership, as defined in the plan. The plan was
adopted to retain key management personnel in the event of a major transaction or change in control, and to
eliminate the uncertainty and questions that may arise among management with respect to such transaction,
and that may result in the departure or distraction of key management personnel to our detriment and/or to the
detriment of our general partner. Under such circumstances, the Board of Directors has determined that
appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key
management personnel to their assigned duties without distraction and, hence, has adopted the plan. The
Board of Directors believes that in the context of a change in control, potential acquirers otherwise may have
an incentive to constructively terminate an executive’s employment to avoid paying severance, and it is
therefore appropriate to provide severance benefits in this circumstance upon a constructive termination.
Severance under this plan is payable in a lump sum, equal to three times annual compensation for the Chief
Executive Officer, and two times annual compensation for the other NEOs. Following the Merger, the SESP
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.
• The LTIP provides that, in the event of a qualifying termination following a change in control (as such terms
are defined in the plan), all awards of restricted units or unit options automatically vest and become payable
or exercisable, as the case may be. Performance-based restricted units that have been outstanding for more
than one year will be paid out at the greater of the target amount, or an amount in line with our actual