Sunoco 2014 Annual Report Download - page 119

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the existing level of equity ownership of such individuals and the previous awards to such individuals of
equity awards subject to vesting.
In December 2014, for their performance relative to the 2014 calendar year, the Compensation
Committee approved grants of restricted units to Mr. Hennigan, Ms. Shea-Ballay and Messrs. Lauterbach
and Chalson of 74,043 restricted units, 10,284 restricted units, 10,078 restricted units and 9,770
restricted units, respectively.
The issuance of restricted units pursuant to the LTIP is intended to serve as a means of incentive
compensation; therefore, no consideration will be payable by the plan participants upon issuance or
vesting of the restricted units.
The restricted units under the LTIP generally require the continued employment of the recipient
during the vesting period. However, pursuant to the LTIP, any unvested restricted units will become
vested and be paid out in the event of the termination of the participant's employment under
circumstances that constitute a "Qualifying Termination" (as defined in the LTIP) within certain periods
of time before or after a "Change in Control" (as defined in the LTIP) of the Partnership or permanent
disability of the participant prior to the end of the applicable vesting period. In addition, the NEOs'
December 2014 award agreements included a provision for acceleration of their unvested restricted unit
awards upon Change in Control of the Partnership (without the "double trigger" mechanism, requiring a
Qualifying Termination after the Change in Control) or the death or disability of the award recipient prior
to the applicable vesting period being satisfied. Mr. Hennigan's December 2014 award agreement also
included a provision for acceleration of his unvested restricted unit award upon a termination of his
employment by the general partner or the Partnership without "cause". For purposes of Mr. Hennigan's
award the term "cause" shall mean: (i) a conviction (treating a nolo contendere plea as a conviction) of a
felony (whether or not any right to appeal has been or may be exercised), (ii) willful refusal without
proper cause by Mr. Hennigan to perform duties (other than any such refusal resulting from incapacity
due to physical or mental impairment), (iii) misappropriation, embezzlement or reckless or willful
destruction of property of the Partnership or any of its affiliates by Mr. Hennigan, (iv) knowing breach of
any statutory or common law duty of loyalty to the Partnership or any of its or their affiliates by Mr.
Hennigan, (v) improper conduct materially prejudicial to the business of the Partnership or any of its or
their affiliates by Mr. Hennigan, (vi) material breach by Mr. Hennigan of the provisions of any
agreement regarding confidential information entered into with the Partnership or any of its or their
affiliates or (vii) the continuing failure or refusal of Mr. Hennigan to satisfactorily perform his essential
duties to the Partnership or any of its or their affiliates.
In addition to his role as Chief Financial Officer of our general partner, Mr. Salinas also serves as
Chief Financial Officer of ETP's general partner. The Compensation Committee of ETP's general partner
sets the components of Mr. Salinas' compensation, including salary, long-term incentive awards and
annual bonus. However, a portion of Mr. Salinas' annual long-term incentive compensation has been
approved and awarded by the Compensation Committee of our general partner in recognition of his
services to the Partnership. In December 2014, Mr. Salinas received an equity award from the
Partnership in the form of 9,502 restricted units granted pursuant to the LTIP, vesting over a five-year
period, with 60 percent vesting at the end of the third year and the remaining 40 percent vesting at the
end of the fifth year, subject to his continued employment through each specified vesting date.
• Performance-Based Restricted Units: The Partnership issued performance based restricted units in
January 2012, with the awards vesting as of December 31, 2014, and the payout of which is subject to
achievement of certain performance levels. For these performance-based LTIP grants, the Compensation
Committee has determined that payout of such LTIP awards depends upon our achievement of
performance levels based on two equally weighted performance measures: total unitholder return
(including cash distributions plus appreciation in unit price) relative to peer companies and distributable
cash flow, as measured by the distribution coverage ratio (defined as the sum of distributable cash flow
divided by the sum of the distributions paid to unitholders) relative to goals defined by the Compensation
Committee, both measured over a three-year performance cycle.
Actual payout under these awards may range from zero percent to 200 percent of the units granted
to each recipient, based upon our performance with respect to each of these two measures. Payment with
respect to earned performance-based restricted units is made in common units no later than March 15
following the end of the performance period.
In selecting total unitholder return and distributable cash flow, as measured by the distribution
coverage ratio, as the performance measures applicable to the payout of performance-based restricted