Sunoco 2013 Annual Report Download - page 131

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Pay Earnings are increased by an amount equal to 36 months less the number of months worked
after the Change in Control, times the greater of Career Pay Earnings for: (A) the month preceding
termination or (B) the month preceding the change in control. For purposes of (A) and (B) monthly
earnings will include base pay and 1/12 of the annual bonus target under the Bonus Plan.
• LTIP: If a change of control occurs, there is a “double trigger” mechanism, requiring both a change of control
and a qualifying termination of employment (as defined in the plan) following such change of control, to
trigger the payment of outstanding performance-based restricted units and accompanying distribution
equivalent rights. Performance-based restricted units that have been outstanding for more than one year will
be paid out at the greater of target or in amount in line with actual performance results. Performance-based
restricted units that have been outstanding for less than one year will be paid out at target. Upon the same
“double trigger” mechanism, time-based units will be paid out as awarded. Restricted units may be paid out
in cash, or in common units, as determined by our general partner’s Compensation Committee.
• Death: In the case of death, an NEO’s beneficiary(ies) or estate would receive the following benefits:
• Insurance:
• Life insurance benefits equal to one times base compensation up to a maximum of $1 million plus
any supplemental life insurance elected and paid for by the NEO.
• Travel accident insurance in the amount of three times base compensation (up to a maximum of $3
million) would be payable in the event of accidental death while traveling on company business.
• An occupational death benefit in the amount of $250,000 would be payable in the event of
accidental death on the company’s premises in the course of his job; however, the Occupational
Death Plan does not pay benefits if there is a Travel Accident benefit of three times base
compensation.
• If the NEO is married and retirement-eligible at the time of death, medical coverage would be
available to his or her spouse on the same basis as other surviving spouses of retirement-eligible
employees. If not retirement-eligible at death, coverage for the spouse would be available for a
period that is consistent with the requirements of COBRA continuation coverage.
• SCIRP/Pension Restoration Plan:
• With respect to an NEO who is eligible for Final Average Pay formula benefits under SCIRP (Mr.
Hennigan), his or her spouse would receive the greater of: (A) 50 percent of the benefit under the
Final Average Pay formula, or (B) 100 percent of the benefit accrued under the Career Earnings
Formula. A non-married NEO’s beneficiary(ies) or estate would receive 100 percent of the benefit
accrued under the Career Earnings Formula. This benefit is the same for all similarly situated
employees.
• With respect to an NEO that is eligible for Career Pay Formula benefits only under SCIRP
(Ms. Shea-Ballay and Messrs. Lauterbach and Chalson), a married or non-married NEO’s spouse,
beneficiary(ies) or estate would receive 100 percent of the benefit accrued under the Career Earnings
Formula. This benefit is the same for all similarly situated employees.
• For all NEOs, to the extent that the amount payable under SCIRP exceeds the amount available due
to Code limits, the remaining amount would be paid under the Pension Restoration Plan at the
employee’s death.
• LTIP: Under the LTIP, all unvested performance-based restricted units would continue to vest, and, along
with the accompanying distribution equivalent rights, would pay out at the end of the respective performance
periods to the NEO’s beneficiary(ies) or estate if the applicable performance measures are met. Outstanding
time-based restricted units would be forfeited unless specified in the applicable award agreement.
• Disability: In the case of a termination of employment due to disability, an NEO would be eligible for the following
benefits:
• 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.
• Long Term Disability: An NEO would receive benefits, including Social Security, up to 60 percent of total
annual compensation or $25,000 per month, whichever is less, under Sunoco’s long-term disability plan.
• LTIP: Under the LTIP all unvested performance-based restricted units would continue to vest, and along with