Sunoco 2013 Annual Report Download - page 305

2.8 Company means Sunoco Partners LLC, a Pennsylvania limited liability company. The term "Company"
shall include any successor to Sunoco Partners LLC, any subsidiary or affiliate thereof that has adopted
the Plan, or any entity succeeding to the business of Sunoco Partners LLC, or any subsidiary or affiliate,
by merger, consolidation, liquidation, or purchase of assets or equity, or similar transaction.
2.9 Compensation Committee means the Compensation Committee of the Company’s Board.
2.10 Eligible Earnings means the aggregate regular earnings plus overtime earnings, if any, received by an
Eligible Employee during the Plan Year. For the avoidance of doubt, neither distribution payments or
distribution equivalent payments on any Partnership restricted or common units nor any other bonus or
sign-on payments received by an Eligible Employee during the Plan Year shall be included in the
calculation of Eligible Earnings for an Eligible Employee.
2.11 Funded Bonus Pool means the Annual Target Bonus Pool for a Plan Year multiplied by the Bonus Pool
Payout Factor for such Plan Year. The establishment and amount of a Funded Bonus Pool is 100%
discretionary and subject to the final approval of and/or adjustment by the Compensation Committee.
2.12 Partnership means Sunoco Logistics Partners L.P., a Delaware limited partnership.
2.13 Person means an individual, corporation, limited liability company, partnership, joint venture, trust,
unincorporated organization, association, government agency or political subdivision thereof or other
entity.
2.14 Plan means the Company’s Annual Short-Term Incentive Bonus Plan as set forth herein, as the same may
be amended from time to time.
2.15 Plan Year means the performance (calendar) year for the measurement and determination of the Budget
Target and the calculation of Actual Results. Unless otherwise determined by the Compensation
Committee, each Plan Year shall be the one year period commencing on January 1 and ending on December
31 of the calendar year.
3. Plan Guidelines and Administration. The administration of the Plan and any potential Annual Bonus awarded
pursuant to the Plan are subject to the sole determination and discretion of the Compensation Committee. The
Compensation Committee will review the Partnership’s performance results for the designated Plan Year, the
Budget Target and Bonus Pool Payout Factor for each Plan Year and thereafter will determine, in consultation with
the Chief Executive Officer, whether or not and to what extent to approve the funding of Annual Bonus awards
under the Plan. The Compensation Committee may delegate the responsibility for the administration and operation
of the Plan to the Chief Executive Officer of the Company or any participating Affiliate. The Compensation
Committee or the person(s) to which administrative authority has been delegated (the Committee or such person
referred to as the ''Plan Administrator") shall have the authority to interpret and construe any and all provisions of
the Plan, including the establishment for any designated Plan Year or from time to time any Budget Targets, Budget
Target guidelines, Bonus Pool Payout Factors and/or such other economic or performance factors as the Plan
Administrator shall determine and whether and to what extent any such targets, guidelines or factors has been
achieved. Any determination made by the Plan Administrator shall be final and conclusive and binding on all
persons.
4. Eligible Employees. Subject to the discretion of the Compensation Committee and such other criteria as may be
established by the Compensation Committee in general or for a particular Plan Year, all regular full-time and part-
time employees of the Partnership are eligible to participate in the Annual Target Bonus Pool for a Plan Year. No
Eligible Employee shall be entitled to receive an Annual Bonus for a Plan Year unless he or she is actively employed
by the Company (or one of its Affiliates) on the date the Annual Bonus for such Plan Year is paid by the Company
even if such payment date is after the Plan Year.
5. Annual Bonus Payments for Eligible Employees. As soon as reasonably practicable following the end of the
Plan Year, management of the Company will determine the Annual Target Bonus for each Eligible Employee. The
Funded Bonus Pool from which Annual Bonuses are paid to Eligible Employees shall equal (a) the aggregate of
the Annual Target Bonuses of all Eligible Employees multiplied by (b) the Bonus Pool Payout Factor for such Plan