Sunoco 2013 Annual Report Download - page 133

131
Sunoco Logistics Partners L.P.
Other Potential Post-Employment Payments as of December 31, 2013
Michael J. Hennigan
President and Chief Executive Officer
Type of Benefit
Voluntary
Termination
($) Death ($) Disability ($)
Termination
for Cause
($)
Involuntary
Termination
Not for Cause
($)
Change in
Control
($)
Cash Severance (1)
Base Salary — — — — 862,125 —
Bonus — — — — 1,163,869 —
Total Cash Severance — — — — 2,025,994 3,026,793
Additional Pension Benefits (2) — — — — 113,204 113,204
Unit Ownership (3) (4)
Performance-Based Restricted
Units (2012-2014) (5) — 2,776,079 2,776,079 — 2,776,079 2,776,079
Time-Vested Restricted Units (5) — 8,552,477 14,341,433 — 14,341,433 14,341,433
Total Unit Ownership — 11,328,556 17,117,512 — 17,117,512 17,117,512
Other Benefits
Outplacement (6) — — — — 19,125 19,125
Health & Welfare (7) — — — — 150,000 150,000
Total Other Benefits — — — — 169,125 169,125
TOTAL — 11,328,556 17,117,512 — 19,425,835 20,426,634
NOTES TO TABLE:
(1) Pursuant to Mr. Hennigan’s October 5, 2012 Offer Letter agreement with ETP, his severance upon a Change in Control is
$3,026,793. Upon involuntary termination not for cause, consists of 78 weeks of the sum of base salary and target bonus in effect
on the termination date.
(2) Pursuant to his October 5, 2012 Offer Letter agreement with ETP, in connection with the Merger, Mr. Hennigan waived any future
rights or benefits to which he otherwise would have been entitled under both the SERP and the Pension Restoration Plan (both non-
qualified plans). Value shown in the table reflects additional qualified pension benefits.
(3) Reflects intrinsic values of accelerated vesting of equity awards at an assumed closing price of $75.48 (closing price of the
Partnership on December 31, 2013). Values include unvested/unearned distribution equivalent rights of accelerated vesting of unit
ownership.
(4) Pursuant to the terms of a letter agreement with Mr. Hennigan, dated November 2, 2011, in the event of his involuntary termination
not for cause, Mr. Hennigan’s time-based restricted units will continue to vest and pay out, and his performance-based restricted
units will be treated as described below for a Change in Control event.
(5) Upon a Change in Control, performance-based restricted units outstanding more than twelve months from the grant date are paid
out at the greater of target or actual performance immediately prior to the Change in Control. The estimated payout for the 2012
performance cycle would have been 100% of target based on Total Return and Distribution Coverage Ratio. Performance-based
restricted units outstanding less than twelve months from the grant date prior to a Change in Control are not adjusted for any
performance factors. Under death, disability and retirement, outstanding performance-based restricted units would continue to the
end of the performance period, and payment, if any, would be based as though the participant had continued to be employed
through the end of the performance period. Assumed to be paid at target under these scenarios. Upon a Change in Control, time-
based restricted units would be paid out as awarded. Under permanent disability, time-based restricted units would be paid at the
end of the retention period as though the participant had continued to be employed through the end of the retention period. Mr.
Hennigan’s October 5, 2012 Offer Letter agreement with ETP provides for vesting of the restricted units granted in December 2012
immediately upon death, disability and involuntary not-for-cause termination. Mr. Hennigan’s award agreement for restricted units
granted in March 2012 provides for vesting immediately upon death and disability.
(6) Reimbursement for outplacement services ($12,750 per annum) as provided by our general partner during the severance period (78
weeks).
(7) Pursuant to the terms of a November 2, 2011 letter agreement, Mr. Hennigan will receive a lump sum payment of $150,000 in lieu
of our general partner’s regular subsidy for post-employment benefits.