Delaware
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30-0740483
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(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
8020 Park Lane, Suite 200
Dallas, TX 75231
(Address of principal executive offices, including zip codes)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Provided that Mr. Williams remains employed by the Company until the completion of the Retail Divestiture and then subsequently terminates his employment (the “
Initial Retention Period
”), the acceleration and vesting of 15,000 restricted phantom units previously granted under the Sunoco LP 2012 Long-Term Incentive Plan (the “
SUN LTIP
”) and the acceleration and vesting of 2,400 restricted units previously granted under the Amended and Restated Energy Transfer Partners L.P. Long Term Incentive Plan (the “
ETP LTIP
”), as soon as practicable after the expiration of the Initial Retention Period;
provided, further
, that if the Initial Retention Period ends prior to December 5, 2017, the acceleration and vesting of 14,310 restricted phantom units previously granted under the SUN LTIP and otherwise scheduled to vest on December 5, 2017;
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Provided that Mr. Williams remains employed by 7-Eleven for a period of six months from his initial date of employment with 7-Eleven (the “
7-Eleven Retention Period
”), a waiver of forfeiture and the acceleration and vesting of 10,000 restricted phantom units previously granted under the SUN LTIP as soon as practicable after the expiration of the 7-Eleven Retention Period;
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Provided that Mr. Williams satisfies the Initial Retention Period, a payment of his 2017 annual cash bonus under the Energy Transfer Partners, L.L.C. Annual Bonus Plan in a lump sum gross amount equal to $263,466.40, less all required government payroll deductions and withholdings, which is an amount equal to Mr. Williams’ 2017 targeted bonus amount;
provided, further,
that if the Initial Retention Period is satisfied after January 1, 2018, Mr. Williams shall be entitled to a pro-rated cash bonus amount, at target, for the portion of the 2018 calendar year then completed; and
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In exchange for the payment and benefits described above and reflected in the Agreement, Mr. Williams, upon termination of his employment with the Company in connection with commencing employment with 7-Eleven, will enter into a Separation Agreement and Full release of Claims (the “
Separation Agreement
”). The Separation Agreement will contain, among other things:
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A standard release of claims in favor of the Company, its parent entities, specifically including Energy Transfer Equity, L.P., and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents;
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A mutual non-disparagement clause; and
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A confirmation and acknowledgement by Mr. Williams of his obligations with respect to proprietary and confidential information of the Company and the Partnership.
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Exhibit Number
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Exhibit Description
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10.1
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Retention Agreement dated June 9, 2017.
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SUNOCO LP
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By:
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Sunoco GP LLC, its general partner
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Date: June 9, 2017
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By:
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/s/
Arnold D. Dodderer
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Arnold D. Dodderer
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General Counsel and Assistant Secretary
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A.
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If the Employee terminates employment with the Partnership after the end of the Initial Retention Period but prior to December 5, 2017 (and such termination is not For Cause by the Partnership), the Partnership shall cause certain restricted phantom units (as described below) awarded to the Employee pursuant to the terms of the Partnership’s 2012 Long-Term Incentive Plan (the “SUN Unit Plan”) to be accelerated in their vesting. The Employee currently has outstanding awards under the SUN Unit Plan, including (i) 14,310 restricted phantom units that are otherwise scheduled to vest under the SUN Unit Plan on December 5, 2017 (the “2017 Vesting Units”). The Partnership shall accelerate and fully vest the 2017 Vesting Units as of a date as soon as practicable after Employee terminates employment with the Partnership (provided such termination date is after the end of the Initial Retention Period, prior to December 5, 2017 and not as a result of a For Cause termination by the Partnership). Employee understands that he will be responsible for any and all applicable government withholdings in connection with the accelerated vesting of the 2017 Vesting Units. The Partnership will settle any applicable governmental withholding through the sale and withholding of common units. Employee further understands and acknowledges that Employee would not otherwise be eligible for accelerated vesting of the
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B.
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In addition, if the Employee satisfies the Initial Retention Period and terminates employment with the Partnership after the end of the Initial Retention Period (and such termination is not For Cause by the Partnership), the Partnership shall cause an additional 15,000 restricted phantom units awarded to the Employee pursuant to SUN Unit Plan to be accelerated and fully vested as of a date as soon as practicable after the Initial Retention Period (the “SUN Closing Units”). Employee understands that he will be responsible for any and all applicable government withholdings in connection with the accelerated vesting of the SUN Closing Units. The Partnership will settle any applicable governmental withholding related to the SUN Closing Units through the sale and withholding of common units. Employee further understands and acknowledges that Employee would not otherwise be eligible for accelerated vesting of the SUN Closing Units, or payment of any amounts, under the SUN Unit Plan or the ETP Unit Plan, as both the SUN Unit Plan and ETP Unit Plan require continuing employment on the vesting dates of the awards in order to receive them.
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C.
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In addition, if the Employee satisfies the Initial Retention Period and terminates employment with the Partnership after the end of the Initial Retention Period (and such termination is not For Cause by the Partnership), the Partnership shall cause all outstanding and unvested restricted units (as of the date of Employee’s termination) awarded to the Employee pursuant to ETP Unit Plan to be accelerated and fully vested as of a date as soon as practicable after the Initial Retention Period (the “ETP Closing Units”). Employee understands that he will be responsible for any and all applicable government withholdings in connection with the accelerated vesting of the ETP Closing Units. The Partnership will settle any applicable governmental withholding related to the ETP Closing Units through the sale and withholding of common units. Employee further understands and acknowledges that Employee would not otherwise be eligible for accelerated vesting of the ETP Closing Units, or payment of any amounts, under the SUN Unit Plan or the ETP Unit Plan, as both the SUN Unit Plan and ETP Unit Plan require continuing employment on the vesting dates of the awards in order to receive them.
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D.
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In addition, if the Employee commences employment with 7-Eleven after satisfaction of the Initial Retention Period and remains employed by 7-Eleven through the 7-Eleven Retention Period, the Partnership shall cause any forfeiture of and allow to accelerate an additional 10,000 restricted phantom units awarded to the Employee pursuant to SUN Unit Plan to be accelerated and fully vested as of a date as soon as practicable after the 7-Eleven Retention Period (the “Post-Closing Units”). Employee understands that he will be responsible for any and all applicable government withholdings in connection with the accelerated vesting of the Post-Closing Units. The Partnership will settle any applicable governmental withholding related to the Post-Closing Units through the sale and withholding of common units. Employee further understands and acknowledges that Employee would not otherwise be eligible for accelerated vesting of the Post-Closing Units, or payment of any amounts, under the SUN Unit Plan or the ETP Unit Plan, as both the SUN Unit Plan and ETP Unit Plan require continuing employment on the vesting dates of the awards in order to receive them.
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E.
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In addition, if Employee satisfies the Initial Retention Period and terminates, employment with the Partnership after the end of the Initial Retention Period (and such termination is not For Cause by the Partnership), Employee shall be entitled to receive an amount equal to Employee’s 2017 calendar year bonus, at target when the Employee terminates employment (the “2017 Bonus”). If the Initial Retention Period is satisfied after January 1, 2018 but prior to the payment of 2017 bonus awards in March, the Employee shall in addition to his 2017 Bonus be eligible for a pro-rata bonus amount for the portion of the 2018 calendar year then completed (the “2018 Pro-Rata Bonus”). The 2018 Pro-Rata Bonus shall be determined by multiplying (A) Employee’s target bonus by (B) the quotient obtained by dividing (x) the number of days from and including January 1, 2018 through and including Employee’s termination date by (y) 365.
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SUNOCO LP
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By:
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Sunoco GP LLC, its general partner
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By:
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/s/
Christopher R. Curia
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Christopher R. Curia
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Executive Vice President & CHRO
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EMPLOYEE
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By:
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/s/
Robert Bradley Williams
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Robert Bradley Williams
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