Sunoco 2015 Annual Report Download - page 131

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above, and assuming the occurrence of the double trigger for the restricted units granted prior to December 1,
2015, all outstanding restricted units held by the NEOs would vest for Messrs. Hennigan, Gvazdauskas,
Lauterbach and Chalson and Ms. Shea-Ballay at a total value of $10,961,057, $1,236,424, $1,208,206,
$1,239,777 and $1,389,873, respectively, upon a change of control, each of which values includes DER
payments due to accelerated vesting of unit ownership.
• ETP DC Plan and ETP Deferred Compensation Plan for Former Sunoco Executives: As discussed in our
CD&A above, all amounts under the ETP DC Plan and the ETP Deferred Compensation Plan for Former
Sunoco Executives (other than discretionary credits) are 100 percent vested. Upon a change in control (as
defined in the ETP DC Plan and the ETP Deferred Compensation Plan for Former Sunoco Executives),
distributions from the ETP DC Plan and/or the ETP Deferred Compensation Plan for Former Sunoco
Executives would be made in accordance with the normal distribution provisions. A change in control is
generally defined in the ETP DC Plan and the ETP Deferred Compensation Plan for Former Sunoco
Executives as any change in control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
• Death:
• SCIRP/Pension Restoration Plan: Due to the SCIRP's standard termination, Mr. Lauterbach's spouse,
beneficiary(ies) or estate would receive from the selected insurance company 100 percent of his benefit
accrued under the Career Pay formula. The spouse, beneficiary(ies) or estate of Ms. Shea-Ballay and Mr.
Chalson, as applicable, would be eligible to receive 100 percent of his or her benefit payable from the
Pension Restoration Plan.
• LTIP: Outstanding restricted units would be forfeited unless specified in the applicable award agreement. The
NEOs' December 2015 and December 2014 award agreements, as well as Mr. Hennigan's October 5, 2012
Offer Letter, provide for vesting immediately upon death. Under the assumptions described above, Mr.
Hennigan's restricted units granted in December 2015, December 2014 and December 2012 would vest at a
total value of $7,191,444, and Messrs. Gvazdauskas', Lauterbach's and Chalson's and Ms. Shea-Ballay's
restricted units granted in December 2015 and December 2014 would vest at a total value of $851,024,
$636,345, $667,916 and $818,012, respectively, upon his or her death, each of which values includes DER
payments due to accelerated vesting of unit ownership.
• Life Insurance: In the event of death, the NEOs participate in the life insurance plans offered to all of our
employees (i.e., basic life insurance benefits equal to one and one-half times the NEO's annual base salary, up
to a maximum of $750,000 plus any supplemental life insurance benefit (one times to six times base salary, to
a maximum of $2,000,000) elected and paid for by the NEO).
• Termination Due to Disability:
• 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 Original LTIP, all unvested restricted units will be paid out as awarded in the event of
permanent disability. 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, outstanding restricted units would be
forfeited unless specified in the applicable award agreement. The NEOs' December 2015 award agreements
provide for vesting immediately upon termination due to disability. Under the assumptions described above,
all outstanding restricted units held by the NEOs would vest for Messrs. Hennigan, Gvazdauskas, Lauterbach
and Chalson and Ms. Shea-Ballay at a total value of $10,961,057, $1,236,424, $1,208,206, $1,239,777 and
$1,389,873, respectively, upon his or her termination due to disability, each of which values includes DER
payments due to accelerated vesting of unit ownership.
• Long Term Disability: The Executive Long Term Disability Plan ("ELTD") provides salary replacement
benefits to executives, who become eligible before age 60, at the Senior Vice President level or higher. To
participate, an executive must make an affirmative election during the biannual open enrollment. The ELTD
pays benefits if the participant is deemed to be disabled, as defined by the ELTD, by the general partner's
disability plan administrator. The ELTD provides salary replacement benefits (up to $7,500 per month) that
are in addition to our long-term disability plan benefit that is available to all salaried employees on a
nondiscriminatory basis (which benefits are up to 60 percent of total monthly compensation or $10,000 per
month, whichever is less, including Social Security). While the cost of the ELTD is paid entirely by the
Partnership, the executive has the option under the ELTD to increase his or her coverage by an additional
$2,500 per month. This additional benefit is available to participants who pay the full cost of the