Sunoco 2014 Annual Report Download - page 121

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payment of LTIP awards, such persons are prohibited from disposing of any of our common units until the
applicable ownership guideline has been attained. However, those individuals who have met or exceeded their
applicable ownership guideline may dispose of our common units in a manner consistent with applicable law and
our policies, but only to the extent that such individual's remaining ownership of common units would continue to
exceed the applicable ownership guideline.
• Insider Trading (Including Hedging) Policy: The employees of our general partner are subject to the Sunoco
Partners LLC Insider Trading Policy which, among other things, prohibits such employees from entering into
short sales, or purchasing, selling, or exercising any puts, calls, or similar derivative security instruments
pertaining to our common units, all of which could incentivize an employee towards engaging in overly risky
behavior for short-term gains. This prohibition does not extend to unit options that may be issued in accordance
with the terms of our general partner's LTIP.
• Other Plans: During 2014, employees of our general partner, including the NEOs, participated in the following benefit
plans offered by ETP or its affiliates, including certain of Sunoco, Inc.'s plans, in which our general partner was a
participating employer prior to the Merger and continues to participate. Sunoco, Inc., a Pennsylvania corporation
("Sunoco"), owned our general partner prior to the Merger. In connection with the Merger, Sunoco became a wholly-
owned subsidiary of ETP and its affiliates and transferred its membership interests in our general partner to ETP.
• The Sunoco, Inc. Retirement Plan (the "SCIRP") is a qualified defined benefit plan, under which benefits are
subject to Code limits for pay and amount. Under the SCIRP, the benefit for executives hired before January 1,
1987 is calculated based upon the greater of a "final average pay" formula or a "cash balance" formula, the former
providing a benefit using a formula that includes final average earnings and eligible service and the latter
providing a benefit based upon a percentage of earnings. Those executives hired on or after January 1, 1987
participate in the cash balance formula. Effective June 30, 2010, Sunoco froze pension benefits (including accrued
and vested benefits) payable under this plan for all salaried employees, including the NEOs of our general partner
who participate in this plan. On October 31, 2014, Sunoco terminated the SCIRP. Distributions of benefits from
the SCIRP will be made following approval from the Internal Revenue Service ("IRS") and Pension Benefit
Guaranty Corporation ("PBGC") for such termination.
• The Sunoco, Inc. Pension Restoration Plan (the "Pension Restoration Plan") is a non-qualified, unfunded plan
that provides retirement benefits that otherwise would be provided under the SCIRP, except for the Code limits.
Effective June 30, 2010, Sunoco froze benefits (including accrued and vested benefits) payable under this plan for
all salaried employees, including the NEOs of our general partner who participate in this plan.
• The Energy Transfer Partners GP, L.P. 401(k) Plan (the "ETP 401(k) Plan") is a defined contribution 401(k) plan,
which covers substantially all of our general partner's employees, including the NEOs. Effective January 1, 2014,
the Sunoco, Inc. Capital Accumulation Plan ("SunCAP"), our prior defined contribution 401(k) plan, was merged
into the ETP 401(k) Plan. Employees may elect to defer up to 100 percent of their eligible compensation after
applicable taxes, as limited under the Code. The Partnership makes a matching contribution based on a rate of
match equal to 100 percent of each participant's elective deferrals up to 5 percent of covered compensation. The
Partnership previously made a discretionary profit sharing contribution of 7 percent of base pay (Messrs.
Hennigan, Lauterbach and Chalson) or 3 percent of base pay (Ms. Shea-Ballay), subject to IRS contribution
limits. Effective July 1, 2014, however, the discretionary profit sharing contribution was eliminated for all
employees of our general partner with annual salaries of greater than $150,000 or with a title of Vice President or
greater, including the NEOs of our general partner who participate in this plan. The amounts deferred by the
participant to the ETP 401(k) Plan account are fully vested at all times, and the amounts contributed by the
Partnership become vested based on years of service. We provide this benefit as a means to incentivize employees
and provide them with an opportunity to save for their retirement.
• The ETP Non-Qualified Deferred Compensation Plan (the "ETP NQDC Plan") is a deferred compensation plan,
which permits eligible highly compensated employees to defer a portion of their salary and/or bonus until
retirement or termination of employment or other designated distribution event. Under the ETP NQDC Plan, each
year eligible employees are permitted to make an irrevocable election to defer up to 50 percent of their annual
base salary, 50 percent of their quarterly non-vested unit distribution income, and/or 50 percent of their
discretionary performance bonus compensation to be earned for services performed during the following year.
Pursuant to the ETP NQDC Plan, the general partner may make annual discretionary matching contributions to
participants' accounts; however, the general partner has not made any discretionary contributions to participants'
accounts and currently has no plans to make any discretionary contributions to participants' accounts. All amounts
credited under the ETP NQDC Plan (other than discretionary credits) are immediately 100 percent vested.
Participant accounts are credited with deemed earnings (or losses) based on hypothetical investment fund choices
made by the participants among available funds.