Letter Agreement Regarding Pre-Retirement Termination Benefits for Michael J. Hennigan with Sunoco Partners LLC
This agreement between Sunoco Partners LLC and Michael J. Hennigan outlines special benefits if the company terminates his employment without cause before he is eligible for retirement. If this occurs, Mr. Hennigan will retain and continue to vest in his restricted units as if he had remained employed, and he will receive access to post-employment medical benefits, including a lump sum payment in lieu of a company subsidy. All other compensation and benefits remain unchanged. The agreement is effective upon Mr. Hennigan's acceptance and signature.
Exhibit 10.3
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Sunoco Logistics Partners L.P. 1818 Market Street, Suite 1500 Philadelphia, PA 19103-3615 866 ###-###-#### |
November 2, 2011
Michael J. Hennigan
President and Chief Operating Officer
Sunoco Partners LLC
1818 Market Street
Philadelphia, PA 19103
Dear Mike:
In recognition of your valuable contributions as President and Chief Operating Officer of Sunoco Partners LLC (the “Company”), we are restructuring certain benefits to which you will be entitled in the event the Company terminates your employment without cause prior to your becoming retirement eligible (a “Pre-Retirement Termination”). Our goal is to ensure that with respect to these benefits you receive similar treatment to which you would have been entitled had you otherwise been eligible to retire from the Company at the time of termination.
In particular, upon a Pre-Retirement Termination, you will be entitled to the following:
| - | Restricted Units. Notwithstanding any provision to the contrary in a Restricted Unit Agreement or other similar award agreement between you and the Company (such agreements, “Restricted Unit Agreements”), any Restricted Units granted to you under the Sunoco Partners LLC Long Term Incentive Plan as of the date of a Pre-Retirement Termination (whether performance vested, time vested, or otherwise conditioned upon your continued employment) shall not be forfeited, but shall continue to vest and be held by you, and shall be paid out at such time and in such manner as though no Pre-Retirement Termination occurred and you had continued in the employment of the Company for the applicable restricted period. Except as expressly provided in this letter, all other terms and conditions of your Restricted Unit Agreements, including any performance metrics to be applied in determining the number of Restricted Units earned thereunder, shall continue to apply and remain in full force and effect. |
| - | Post Employment Medical Benefits. The Company currently subsidizes medical benefits under its current plan for employees who are at least 55 years of age and have a minimum of 10 years of service. In the event of a Pre-Retirement Termination, the Company will provide you access to post-employment medical benefits provided under this plan and in lieu of the Company subsidy, you will receive a lump sum payment equal to the net present value of $150,000 as of the date of the Pre-Retirement Termination. |
Except as otherwise provided in this letter, the terms and conditions applicable to other compensation and executive benefits, if any, to which you may be entitled shall remain unchanged.
Please acknowledge your agreement and acceptance of the terms of this letter by countersigning a copy of this letter and returning it to me.
Sincerely,
| /s/ Lynn L. Elsenhans | ||
| Lynn L. Elsenhans Chairman & Chief Executive Officer | ||
Acknowledged and agreed to
this 2nd day of November, 2011
| /s/ Michael J. Hennigan |
| Michael J. Hennigan |
| President & Chief Operating Officer |
