Sunoco 2013 Annual Report Download - page 121

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GRANTS OF PLAN-BASED AWARDS
The following table sets forth the grants of plan-based awards to NEOs in 2013:
Name Grant Date
All Other Unit Awards:
Number of Units
(#)
Grant Date Fair Value
of Unit Awards (1)
($)
M. J. Hennigan 12/5/2013 (2) 43,700 2,971,600
President and Chief Executive Officer 1/24/2013 40,000 2,270,800
M. Salinas, Jr. 12/5/2013 (2) 6,550 445,400
Chief Financial Officer 1/24/2013 8,333 473,064
K. Shea-Ballay 12/5/2013 (2) 7,000 476,000
Senior Vice President, General Counsel & Secretary 1/24/2013 7,000 397,390
K. Lauterbach 12/5/2013 (2) 7,000 476,000
Senior Vice President, Lease Acquisitions 1/24/2013 7,000 397,390
D. Chalson 12/5/2013 (2) 7,000 476,000
Senior Vice President, Operations 1/24/2013 7,000 397,390
NOTES TO TABLE:
(1) Reflects the grant date fair value of restricted unit awards granted under the LTIP during fiscal 2013, computed in accordance with
FASB ASC Topic 718. See Note 14 to our consolidated financial statements for fiscal 2013 for additional detail regarding
assumptions underlying the value of these equity awards.
(2) Prior to the Merger, the Compensation Committee granted equity awards in January of the following year for performance during
the previous year. Under the ETP compensation methodology, equity awards are granted in December of the performance year.
Because of the timing of the transition to ETP’s compensation methodology, the Compensation Committee continued the pre-
Merger practice for the equity awards for performance during 2012 with such awards being granted in January 2013. Upon
transitioning to ETP’s compensation methodology, the equity awards for performance during 2013 were granted in December 2013
rather than January 2014.
Narrative Disclosure to Summary Compensation Table and Grants of the Plan-Based Awards Table
A description of material factors necessary to understand the information disclosed in the tables above can be found in the
CD&A that precedes these tables, along with the information provided in this section.
In connection with the consummation of the Merger, Mr. Hennigan accepted an offer letter from ETP, effective as of
October 5, 2012, to continue in his current positions as the President and Chief Executive Officer, and a director of our general
partner (the “Offer Letter”). The terms of the Offer Letter include the following:
• Base salary of $550,000, on an annualized basis;
• 2012 target bonus opportunity at 100% of base salary;
• Retention of Mr. Hennigan’s right to certain benefits in the event of termination of employment or a change
in control of our general partner under the SESP for a period of two years from the effective time of the
Merger. The Offer Letter amended and limited the events giving rise to a “Qualifying Termination” under the
SESP;
• One-time award, granted as of December 5, 2012, under the LTIP, consisting of 90,000 restricted units and
cash distribution rights, vesting incrementally over a five-year period. The first percentage vesting will occur
on October 6, 2014 (the “Initial Vesting Date”), and all distributions associated with the award prior to the
Initial Vesting Date will be accrued, but not paid, until the Initial Vesting Date;
• Eligibility, on a discretionary basis, for annual long-term equity incentive awards, consisting of our restricted
units having a grant date fair value equal to 200 percent to 300 percent of annual base salary (subject to a
five-year graded vesting period);
• Conversion of the present value ($2,789,413) of certain Sunoco deferred compensation benefits to the ETP
Deferred Compensation Plan for Former Sunoco Executives; and
• Eligibility to participate in the employee benefit plans, including non-qualified deferred compensation,
retirement, health and other welfare benefit plans, offered to similarly situated executives of ETP.