Sunoco 2013 Annual Report Download - page 129

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OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Certain plans, described below, provide for payments of benefits to the NEOs in connection with termination, or
separation from employment, retirement, or a change in control of our general partner, or in some cases, Sunoco. The actual
amounts paid can be determined only at the time of such NEO’s separation from employment with our general partner. The
following describes the benefits that the NEOs would receive if such an event occurred. Mr. Salinas is employed by the general
partner of ETP, and he does not participate in participate in the retirement, severance, or termination plans either of Sunoco or
of our general partner.
• Retirement: The benefits paid to the NEOs upon retirement are described above in the section entitled “Pension
Benefits.”
• LTIP: Under the LTIP, if an NEO is eligible for retirement, outstanding performance-based restricted units
would continue to vest, and would pay out, along with the accompanying distribution equivalent rights, if the
performance measures are met. Outstanding time-based restricted units would be forfeited.
• Voluntary Termination: An NEO who resigns and leaves voluntarily, would receive the following benefits:
• SCIRP/Pension Restoration Plan: Retirement eligible NEOs hired prior to January 1, 1987 (Mr. Hennigan)
would receive benefits based upon the Final Average Pay formula of the SCIRP, which is a qualified defined
benefit retirement plan. Effective January 1, 1987, for employees hired subsequent to that date, the SCIRP
was converted from a final average pay plan to a cash balance pension plan. SCIRP benefits for NEOs hired
after this conversion (Ms. Shea-Ballay and Messrs. Lauterbach and Chalson) are calculated using the Career
Pay formula, based on a percentage of pay each year and an indexing adjustment. Normal retirement age
under the SCIRP is 65 years. To the extent that the amount payable exceeds the maximum amount that may
be paid under the SCIRP, the remaining amount would be paid under the Pension Restoration Plan. Effective
June 30, 2010, Sunoco froze pension benefits for all salaried and many non-union employees. This freeze
also applies to the NEOs.
• LTIP: Under the LTIP, outstanding performance-based restricted units would be cancelled as of the
termination date. Outstanding time-based restricted units would be forfeited.
• Bonus Plan: If an NEO voluntarily terminates employment prior to the payment date under the Bonus Plan,
he or she would not receive any bonus for that year.
• Vacation Benefits: Each NEO would be entitled to receive payment for his or her accrued vacation, which
benefit is generally provided to active employees of the Partnership’s general partner.
• Involuntary Termination-For Cause: An NEO who is terminated for cause would receive the following:
• SCIRP/Pension Restoration Plan: Benefits accrued under the SCIRP and Pension Restoration Plan would be
paid according to the terms of those plans applicable to terminated or retirement eligible employees, as
described in the Voluntary Termination section above.
• LTIP: Under the LTIP, outstanding performance-based restricted units would be cancelled as of the
termination date. Outstanding time-based restricted units would be forfeited.
• Bonus Plan: If an NEO is terminated prior to the payment date under the Bonus Plan, he or she would not
receive any bonus for that year.
• Vacation Benefits: Each NEO would receive payment for his or her accrued vacation, which benefit is
generally provided to active employees of the Partnership’s general partner.
• Involuntary Termination-Not for Cause: An NEO who is terminated not for cause would receive the following:
• Involuntary Severance Plan: Executives whose employment is terminated by the Partnership’s general
partner, other than for just cause, receive a severance allowance under the Involuntary Severance Plan in
consideration of signing a release of liability in favor of the general partner and its affiliates. The plan is
available to the general partner’s NEOs and certain other executive level employees. Following the Merger,
the 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 following is
a summary of the benefits available under this plan:
• In the case of the Chief Executive Officer, severance payments would be for a period of and equal to
78 weeks of base salary plus the target bonus amount, in effect on the termination date, as defined in
the plan.
• Other NEOs would receive severance payments for a period of and equal to 52 weeks of base salary
plus target bonus amount, in effect on the termination date, as defined in the plan.