SEC Info - Sunoco LP - ‘10-K’ for 12/31/16

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Sunoco LP – ‘10-K’ for 12/31/16 – ‘EX-10.14’

On: Friday, 2/24/17, at 4:19pm ET · For: 12/31/16 · Accession #: 1552275-17-12 · File #: 1-35653

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/24/17  Sunoco LP                         10-K       12/31/16  126:16M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.67M 
 2: EX-10.14    Material Contract                                   HTML     50K 
 3: EX-10.35    Material Contract                                   HTML     72K 
 4: EX-21.1     Subsidiaries List                                   HTML     34K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     33K 
 6: EX-23.2     Consent of Experts or Counsel                       HTML     34K 
 7: EX-23.3     Consent of Experts or Counsel                       HTML     33K 
 8: EX-23.4     Consent of Experts or Counsel                       HTML     33K 
13: EX-99.1     Miscellaneous Exhibit                               HTML    157K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     35K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     35K 
20: R1          Document And Entity Information                     HTML     66K 
21: R2          Consolidated Balance Sheets                         HTML    123K 
22: R3          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
23: R4          Consolidated Statements of Operations and           HTML    163K 
                Comprehensive (Loss) Income                                      
24: R5          Consolidated Statement of Changes in Partners'      HTML    139K 
                Equity                                                           
25: R6          Consolidated Statements of Cash Flows               HTML    223K 
26: R7          Organization and Principles of Consolidation        HTML     52K 
27: R8          Summary of Significant Accounting Policies          HTML     85K 
28: R9          Mergers and Acquisitions                            HTML    159K 
29: R10         Variable Interest Entities                          HTML     37K 
30: R11         Accounts Receivable                                 HTML     48K 
31: R12         Inventories, net                                    HTML     47K 
32: R13         Property and Equipment, net                         HTML     50K 
33: R14         Goodwill and Other Intangible Assets                HTML    137K 
34: R15         Accrued Expenses and Other Current Liabilities      HTML     48K 
35: R16         Long-Term Debt                                      HTML     99K 
36: R17         Other Noncurrent Liabilities                        HTML     57K 
37: R18         Related-Party Transactions                          HTML     71K 
38: R19         Commitments And Contingencies                       HTML     85K 
39: R20         Rental Income under Operating Leases                HTML     53K 
40: R21         Interest Expense, net                               HTML     53K 
41: R22         Income Tax Expense                                  HTML    120K 
42: R23         Partners' Capital                                   HTML    148K 
43: R24         Unit-Based Compensation                             HTML     73K 
44: R25         Segment Reporting                                   HTML    298K 
45: R26         Net Income per Unit                                 HTML     95K 
46: R27         Selected Quarterly Results of Operations            HTML    144K 
                (Unaudited)                                                      
47: R28         Subsequent Events                                   HTML     37K 
48: R29         Summary of Significant Accounting Policies          HTML    162K 
                (Policies)                                                       
49: R30         Mergers and Acquisitions (Tables)                   HTML    107K 
50: R31         Accounts Receivable, net (Tables)                   HTML     45K 
51: R32         Inventories, net (Tables)                           HTML     48K 
52: R33         Property and Equipment, net (Tables)                HTML     47K 
53: R34         Goodwill and Other Intangible Assets (Tables)       HTML    130K 
54: R35         Accrued Expenses and Other Current Liabilities      HTML     48K 
                (Tables)                                                         
55: R36         Long-Term Debt (Tables)                             HTML     63K 
56: R37         Other Noncurrent Liabilities (Tables)               HTML     59K 
57: R38         Related-Party Transactions (Tables)                 HTML     58K 
58: R39         Commitments And Contingencies (Tables)              HTML     76K 
59: R40         Rental Income under Operating Leases (Tables)       HTML     54K 
60: R41         Interest Expense, net (Tables)                      HTML     53K 
61: R42         Income Tax Expense (Tables)                         HTML    119K 
62: R43         Partners' Capital (Tables)                          HTML    135K 
63: R44         Unit-Based Compensation (Tables)                    HTML     68K 
64: R45         Segment Reporting (Tables)                          HTML    290K 
65: R46         Net Income per Unit (Tables)                        HTML     92K 
66: R47         Selected Quarterly Results of Operations            HTML    144K 
                (Unaudited) (Tables)                                             
67: R48         Organization and Principles of Consolidation -      HTML     74K 
                Additional Information (Details)                                 
68: R49         Summary of Significant Accounting Policies -        HTML     81K 
                Additional Information (Details)                                 
69: R50         Mergers and Acquisitions - Schedules (Details)      HTML    115K 
70: R51         Mergers and Acquisitions - MACS Acquisition and     HTML     76K 
                Aloha Acquisition, Narrative (Details)                           
71: R52         Mergers and Acquisitions - Sunoco LLC and Sunoco    HTML     85K 
                Retail LLC Acquisitions (Narrative) (Details)                    
72: R53         Mergers and Acquisitions - Susser Acquisition       HTML     80K 
                (Narrative) (Details)                                            
73: R54         Mergers and Acquisitions - Emerge Fuels Business    HTML     42K 
                Acquisition (Narrative) (Details)                                
74: R55         Mergers and Acquisitions - Other Acquisitions       HTML     83K 
                (Narrative) (Details)                                            
75: R56         Variable Interest Entities - Additional             HTML     40K 
                Information (Details)                                            
76: R57         Accounts Receivable, net (Details)                  HTML     50K 
77: R58         Inventories - Additional Information (Details)      HTML     35K 
78: R59         Inventories (Details)                               HTML     47K 
79: R60         Property and Equipment, net (Details)               HTML     50K 
80: R61         Property and Equipment, net - Additional            HTML     40K 
                Information (Details)                                            
81: R62         Goodwill and Other Intangible Assets Goodwill and   HTML    102K 
                Other Intangible Assets (Goodwill Rollforward)                   
                (Details)                                                        
82: R63         Goodwill and Other Intangible Assets (Narrative)    HTML     59K 
                (Details)                                                        
83: R64         Goodwill and Other Intangible Assets (Intangible    HTML     67K 
                Assets) (Details)                                                
84: R65         Goodwill and Other Intangible Assets Goodwill and   HTML     61K 
                Other Intangible Assets (Intangible Amortization)                
                (Details)                                                        
85: R66         Accrued Expenses and Other Current Liabilities      HTML     58K 
                (Details)                                                        
86: R67         Long-Term Debt (Details)                            HTML     75K 
87: R68         Long-Term Debt (Maturities) (Details)               HTML     46K 
88: R69         Long-Term Debt Long-Term Debt (Term Loan)           HTML     60K 
                (Details)                                                        
89: R70         Long-Term Debt Long Term Debt (Senior Notes)        HTML     52K 
                (Details)                                                        
90: R71         Long-Term Debt (Revolving Credit Agreement)         HTML    115K 
                (Details)                                                        
91: R72         Long-Term Debt (Sale Leaseback Financing            HTML     43K 
                Obligation and Fair Value) (Details)                             
92: R73         Other Noncurrent Liabilities - Other Noncurrent     HTML     48K 
                Liabilities (Details)                                            
93: R74         Other Noncurrent Liabilities - Change in Assets     HTML     45K 
                Retirement Obligations (Details)                                 
94: R75         Related-Party Transactions - Additional             HTML     81K 
                Information (Details)                                            
95: R76         Related-Party Transactions (Schedule of Related     HTML     49K 
                Party Transactions) (Details)                                    
96: R77         Commitments and Contingencies (Leases) (Details)    HTML     39K 
97: R78         Commitments and Contingencies (Leases, Schedule of  HTML     57K 
                Rent Expense) (Details)                                          
98: R79         Commitments and Contingencies (Leases, Future       HTML     51K 
                Minimum Payments) (Details)                                      
99: R80         Commitments and Contingencies (Environmental        HTML     43K 
                Remediation) (Details)                                           
100: R81         Commitments and Contingencies (Deferred Branding    HTML     41K  
                Incentives) (Details)                                            
101: R82         Commitments and Contingencies (Contingent           HTML     37K  
                Consideration Related to Acquisition) (Details)                  
102: R83         Rental Income under Operating Leases (Property      HTML     48K  
                Available for Lease) (Details)                                   
103: R84         Rental Income under Operating Leases - Additional   HTML     40K  
                Information (Details)                                            
104: R85         Rental Income under Operating Leases Rental Income  HTML     48K  
                under Operating Leases (Minimum Future Rental                    
                Income) (Details)                                                
105: R86         Interest Expense And Interest Income (Details)      HTML     48K  
106: R87         Income Tax Expense (Narrative) (Details)            HTML     41K  
107: R88         Income Tax Expense Income Tax Expense (Components   HTML     63K  
                of Tax Expense) (Details)                                        
108: R89         Income Tax Expense Income Tax Expense (Effective    HTML     58K  
                Income Tax Rate Reconciliation) (Details)                        
109: R90         Income Tax Expense Income Tax Expense (Deferred     HTML     62K  
                Tax Assets) (Details)                                            
110: R91         Partners' Capital (Narrative) (Details)             HTML    122K  
111: R92         Partners' Capital (Common Unit Activity) (Details)  HTML     48K  
112: R93         Partners' Capital (Allocations of Net Income)       HTML     58K  
                (Details)                                                        
113: R94         Partners' Capital (Incentive Distribution Rights)   HTML     64K  
                (Details)                                                        
114: R95         Partners' Capital (Cash Distributions) (Details)    HTML     51K  
115: R96         Unit-Based Compensation (Compensation Expense)      HTML     49K  
                (Details)                                                        
116: R97         Unit-Based Compensation (Phantom Common Unit        HTML     60K  
                Awards) - Additional Information(Details)                        
117: R98         Unit-Based Compensation (Phantom Common Unit        HTML     68K  
                Awards) (Details)                                                
118: R99         Unit-Based Compensation (Cash Awards) - Additional  HTML     52K  
                Information (Details)                                            
119: R100        Segment Reporting - Additional Information          HTML     42K  
                (Details)                                                        
120: R101        Segment Reporting (Details)                         HTML    181K  
121: R102        Net Income per Unit (Details)                       HTML    110K  
122: R103        Selected Quarterly Financial Data (Unaudited)       HTML     72K  
                (Details)                                                        
123: R104        Subsequent Events (Details)                         HTML     41K  
125: XML         IDEA XML File -- Filing Summary                      XML    224K  
124: EXCEL       IDEA Workbook of Financial Reports                  XLSX    151K  
14: EX-101.INS  XBRL Instance -- sun-20161231                        XML   4.76M 
16: EX-101.CAL  XBRL Calculations -- sun-20161231_cal                XML    364K 
17: EX-101.DEF  XBRL Definitions -- sun-20161231_def                 XML   1.38M 
18: EX-101.LAB  XBRL Labels -- sun-20161231_lab                      XML   2.26M 
19: EX-101.PRE  XBRL Presentations -- sun-20161231_pre               XML   1.69M 
15: EX-101.SCH  XBRL Schema -- sun-20161231                          XSD    286K 
126: ZIP         XBRL Zipped Folder -- 0001552275-17-000012-xbrl      Zip    400K

‘EX-10.14’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.14

SUNOCO LP

2012 LONG-TERM INCENTIVE PLAN

Time-Vested Restricted Phantom Unit Agreement

This Time-Vested Restricted Phantom Unit Agreement (the “Agreement”), is entered into on the date of acceptance by the Participant (as defined below) and is made by and between Sunoco LP (the “Partnership”) and the Participant.

Recitals:

WHEREAS, Sunoco GP LLC (the “Company”), the general partner of the Partnership, maintains the Sunoco LP 2012 Long Term Incentive Plan, as amended and restated from time to time (the “Plan”), which Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company; and

WHEREAS, the Committee has determined to make an award (the “Award”) to the Participant of restricted phantom units (“Restricted Phantom Units”), representing the right to receive, following vesting of and upon vesting/settlement of the Award, common units representing limited partnership interests in the Partnership, subject to a risk of forfeiture pursuant to the terms and conditions of this Agreement and the Plan; and

WHEREAS, the Participant has determined to accept such Award;

NOW, THEREFORE, the Partnership and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE I:

Award of Restricted Phantom Units

1.1 Award. Subject to the terms and conditions of the Plan and this Agreement, the Partnership hereby grants the Participant an Award of Restricted Phantom Units as specified within the Participant’s RSU account within Fidelity Stock Plan Services, LLC (the Company’s online equity award tracking system at the time of the award). The details of the Award are as follows:


(a)	Participant: Participant Name


(b)	Date of Grant: Grant Date


(c)	Total Number of Restricted Phantom Units: Number of Awards Granted


(d)	Vesting Schedule:

60% on the third December 5^th following the date of the Award

40% on the fifth December 5^th following the date of the Award

This Award includes tandem Distribution Equivalent Rights (“DERs”), which entitle the Participant to receive with respect to each Restricted Phantom Unit, so long as the underlying Restricted Phantom Unit has not either vested or been forfeited, an amount in cash equal to the distributions per common unit made by the Partnership on its outstanding common units with such payment being made promptly following each such distribution made by the Partnership.

1.2 Effect of Plan; Construction. The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of this Agreement and the Plan, the provisions in the Plan shall govern and prevail. This Agreement is subject in all respects to the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms; provided, however, that no such amendment shall deprive the Participant, without such Participant’s consent, of any rights earned or otherwise due to Participant hereunder. Capitalized terms and phrases used in this Agreement but not otherwise defined herein, shall have the respective meanings ascribed to them in the Plan.

1.3 Vesting/Payments. Except as otherwise provided herein, this Award is subject to vesting over a five (5) year period, with 60% of this Award to vest on the third December 5th following the date of the Award, and the remaining 40% to vest on the fifth December 5th following the date of the Award subject to the Participant’s continued employment with the Partnership or one of its affiliates on each applicable vesting date.


(a)	Settlement of Vested Restricted Phantom Units. Upon the vesting of a Restricted Phantom Unit, as soon as practicable thereafter, the Company or the Partnership shall deliver or cause to be delivered to the Participant one common unit of the Partnership for each vested Restricted Phantom Unit, subject to applicable governmental tax withholdings described in 1.3(c).

(b)

Payment of DERs. As noted above, the Participant is entitled to receive from the Partnership, with respect to each Restricted Phantom Unit that has not either vested or been forfeited, DERs. Upon the forfeiture or vesting of the underlying Restricted Phantom Unit, the associated DER will automatically expire and no further payments shall be made with respect to such DER, except with respect to amounts not yet paid with respect to distributions on Units made prior to the date of such forfeiture or vesting.


(c)	Tax Withholding. All vestings of Restricted Phantom Units and payments with respect to DERs under this Agreement are subject to applicable governmental tax withholdings as determined by the Partnership. Prior to vesting of Restricted Phantom Units or payment with respect to DERs, the Participant must satisfy applicable governmental tax withholding due with respect to such vesting or payment.


(i)	Payment in Units. Participant may elect to satisfy tax withholding obligations associated with the vesting of Restricted Phantom Units in cash or by surrendering a number of Units sufficient to satisfy such withholding obligations. The Fair Market Value of each vesting Restricted Phantom Unit shall be determined in accordance with the Plan.


(ii)	Payment in Cash. Cash payments of DERs, shall be made net of any applicable governmental tax withholding.

1.4 Change of Control. Notwithstanding Section 1.3 of this Agreement, in the event of a Change of Control, as that term is defined in the Plan, occurring prior to the date all outstanding Restricted Phantom Units granted hereunder have vested in accordance with Section 1.3 above, all then-outstanding unvested Restricted Phantom Units granted pursuant to this Agreement shall become immediately vested and nonforfeitable and the Partnership shall deliver the Units (or the amount of cash equal to the Fair Market Value of such Units as of the date of such event) to the Participant as soon as practicable thereafter, but in no events later than March 15 of the calendar year following the calendar year in which the Change of Control occurs.

1.5 Termination of Employment.

(a) Death, or Permanent Disability. No portion of this Award shall be forfeited as a result of the occurrence, prior to the end of the Restricted Period, of the Participant’s death, or Disability. Instead, in the event of the Participant’s death or Disability, this Award shall become immediately vested and nonforfeitable and the Company or the Partnership shall deliver the Units to the Participant or the Participant’s estate, as soon as practicable thereafter.

(b) Qualified Retirement. Participants who have at least ten years of service with the Company and/or its affiliates and leave the Partnership, or one of its affiliates or subsidiaries, voluntarily due to retirement will be eligible for the accelerated vesting of this Award per the following schedule:

•Participants ages 65-68 are eligible for the accelerated vesting of 40% of the remaining unvested Restricted Phantom Units under the Award at the time of the Participant’s retirement.

•Participants over the age of 68 are eligible for the accelerated vesting of 50% of the remaining unvested Restricted Phantom Units under the Award at the time of the Participant’s retirement.

(c) Termination due other than to Death, Disability or Qualified Retirement. The Award granted hereunder is for the express purpose of retaining the services and engagement of the Participant for the full time of the Restricted Period. Except as otherwise provided in the Plan or in Section 1.5(a) and (b) of this Agreement, the unvested portion of this Award shall be automatically forfeited for no consideration as a result of the termination of the Participant’s employment with the Partnership or one of its affiliates by reason of retirement prior to the end of the Restricted Period, and Participant shall not have any further rights with respect to any such forfeited Restricted Phantom Units.

(d) Leaves of Absence. The Committee shall determine whether any leave of absence constitutes a termination of employment within the meaning of the Plan and the impact of such leave of absence on awards made to Participant under the Plan.

ARTICLE II

General Provisions

2.1 Successors and Assignability. This Agreement shall be binding upon, and inure to the benefit of, the Company, Partnership

and their respective successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Partnership’s assets and business. Unless otherwise provided by the Committee: (a) no part of this Award shall be assignable or transferable by the Participant, except by will or the laws of descent and distribution; and (b) during the Participant’s life, this Award shall be payable only to Participant, or Participant’s guardian or legal representative. In the event of the Participant’s death, payment, to the extent permitted by this Agreement and the Plan, shall be made to the Participant’s estate.

2.2 Rights as a Limited Partner. Until Units have been validly issued (as fully paid Units representing limited partnership interests in the Partnership) in settlement of vested Restricted Phantom Units to the Participant or any other person, neither Participant nor such other person shall be entitled to any privileges of common unit ownership, (including, without limitation, any voting rights or any right to distributions paid with respect to the common units underlying the Restricted Phantom Units), or otherwise have any rights as a limited partner, by reason of the Award.

2.3 Amendment. This Agreement shall not be amended or modified except by an instrument in writing executed by both parties hereto.

2.4 Captions. The captions at the beginning of each of the numbered Sections and Articles herein are for reference purposes only and will have no legal force or effect. Such captions will not be considered a part of this Agreement for purposes of interpreting, construing or applying this Agreement and will not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms and conditions.

2.5 Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS INSTRUMENT SHALL BE GOVERNED EXCLUSIVELY BY, AND DETERMINED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF), EXCEPT TO THE EXTENT PRE-EMPTED BY FEDERAL LAW, WHICH SHALL GOVERN.

2.6 Notices. Communications shall be addressed and directed to the parties, as follows, or to such other address or recipient for a party as may be hereafter notified by such party hereunder:

(a) if to the Company or Partnership: Sunoco LP

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

Attn: Chief Human Resources Officer

Notices to the Company or the Partnership shall be deemed to have been duly given or made upon actual receipt by the Company or the Partnership.

(b) if to the Participant: to the address for Participant as it appears on the Partnership’s records.

2.7 Severability. If any provision hereof is found by a court of competent jurisdiction to be prohibited or unenforceable, it shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision to the extent it is not prohibited or unenforceable, nor invalidate the other provisions hereof.

2.8 Copy of Plan. By the acceptance of this Agreement, the Participant acknowledges receipt of a copy of the Plan.

2.9 Entire Agreement. This Agreement constitutes the entire understanding and supersedes any and all other agreements, oral or written, between the parties hereto, in respect of the subject matter of this Agreement and embodies the entire understanding of the parties with respect to the subject matter hereof.

BY ACCEPTING THIS AGREEMENT ONLINE YOU AGREE TO THE TERMS OF THE AWARD AS SPECIFIED HEREIN.

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Sunoco LP                         10-K       12/31/23  110:11M
 2/17/23  Sunoco LP                         10-K       12/31/22  106:11M
 5/20/22  Sunoco LP                         S-4                    9:1.3M                                   Donnelley … Solutions/FA
 2/18/22  Sunoco LP                         10-K       12/31/21  107:12M
 5/20/21  Sunoco LP                         S-4                   11:1.3M                                   Donnelley … Solutions/FA
 2/19/21  Sunoco LP                         10-K       12/31/20  117:14M

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