Sunoco 2015 Annual Report Download - page 130

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OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Certain plans, as described below, provide for payments of benefits to the NEOs in connection with termination, or
separation from employment, retirement, or a change of control of our general partner. Except for Mr. Salinas (as described
below), the amounts included below reflect the estimated potential compensation and benefits for the NEOs under various
scenarios involving a termination of employment. These amounts are estimates of the amounts that would be paid to the NEOs
and the actual amounts paid can only be determined at the time of the NEO's termination of employment. These estimates are
based on the assumptions that the triggering event occurred on December 31, 2015 and the transaction price per Partnership
unit is $25.70, which was the closing price of our common units on December 31, 2015.
Mr. Salinas was employed by ETP's general partner, and he did not participate in the retirement, severance, or termination
plans either of Sunoco or of our general partner. Mr. Salinas' severance benefits were paid by ETP upon his termination in
2015. Pursuant to his Separation Agreement with ETP, Mr. Salinas' restricted units vested and were distributed to him in May
2015. Mr. Salinas had outstanding awards amounting to 32,600 restricted units under the LTIP, which, at a closing price of
$41.33 on May 12, 2015, had a value on vesting of $1,347,358.
• Retirement:
• SCIRP/Pension Restoration Plan: The benefits payable to the NEOs upon retirement are described above in
the section entitled "Pension Benefits."
• LTIP: Outstanding restricted units would be forfeited unless specified in the applicable award agreement. The
NEOs' December 2015 award agreements provide that a NEO with at least ten years of service with the
general partner, who leaves the general partner voluntarily due to retirement, is eligible for accelerated
vesting of 40 percent of his or her award for a NEO age 65 to 68 or 50 percent of his or her award for a NEO
over age 68. Under the assumptions described above, none of the restricted units granted in December 2015
would vest upon a NEO's retirement because none of the NEOs met the age criteria for vesting at such time.
• Voluntary Termination: Mr. Lauterbach elected to defer his benefits under the SCIRP and would be eligible for
payment of his SCIRP benefit from the selected insurance company upon voluntary termination. NEOs participating in
the Pension Restoration Plan (Ms. Shea-Ballay and Mr. Chalson) would be eligible to receive their benefit as a lump
sum six months following their date of termination.
• Involuntary Termination-For Cause: 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.
• Involuntary Termination-Not for Cause:
• 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.
• LTIP: Outstanding restricted units would be forfeited unless specified in the applicable award agreement. Mr.
Hennigan's award agreement for restricted units granted in December 2014 and his October 5, 2012 Offer
Letter provide for vesting immediately upon involuntary not-for-cause termination. Under the assumptions
described above, Mr. Hennigan's restricted units granted in December 2014 and December 2012 would vest
at a total value of $4,190,969 upon his involuntary not-for-cause termination, which value includes DER
payments due to accelerated vesting of unit ownership.
• Involuntary Termination-Change of Control:
• 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.
• LTIP: Under the version of the LTIP prior to the amended and restated LTIP adopted on December 1, 2015
(the "Original LTIP"), unless specified otherwise in the applicable award agreement, 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 restricted units and accompanying DER payments. All restricted units granted prior to December
1, 2015 remain subject to the terms and conditions of the Original LTIP. Under the amended and restated
LTIP, awards may also become vested upon a change of control at the discretion of the Compensation
Committee, or if otherwise specified in the applicable award agreement. The NEOs' December 2015 award
agreements provide for vesting immediately upon a change of control. Under the assumptions described