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    Former Sunoco Chief Officially Resigns From Board

    Lynn Elsenhans will receive more than $6M if the company is sold to ETP.

    PHILADELPHIA -- Three months after announcing her decision to resign from Sunoco Inc., former CEO Lynn Elsenhans officially stepped down from its board of directors today.

    Elsenhans revealed her intentions to leave the company on Feb. 2, as CSNews Online previously reported. Her resignation as CEO became effective March 1; she stayed on as chairman of the board until today's annual meeting of stockholders.

    According to Sunoco's Form 8-K filed this morning, Elsenhans and the company entered into a termination agreement on April 29. Under the terms of the agreement, she will receive approximately $6 million of severance less applicable tax withholdings, payable in 24 equal monthly installments (provided that the first six installments will be aggregated and paid on the six-month anniversary of the resignation date).

    In addition, the agreement states Elsenhans will be eligible for medical coverage until the two-year anniversary of her resignation date, subject to her payment of the portion of the insurance premiums not paid by Sunoco. After the two-year period, she will be eligible for coverage under Sunoco's medical insurance program subject to her compliance with the enrollment requirements and payment of all premiums, according to the filing.

    The agreement also states Elsenhans is entitled to outplacement services valued at no more than $30,000.

    The termination agreement also covers Sunoco's pending sale to Energy Transfer Partners LP that was disclosed on Monday. If control of Sunoco changes hands -- including consummation of the proposed transaction with ETP -- on or before the one-year anniversary of Elsenhans resignation date, she will be entitled to receive a lump sum cash payment, less applicable tax withholdings, equal to the sum of approximately $6.3 million and product obtained by multiplying 216,054 by the closing price of company shares on the New York Stock Exchange on the last full trading session prior to the consummation of the change in control, according to the filing. This additional payment represents amounts that Elsenhans would have earned had she remained employed with the company through the occurrence of a change in control and thereafter experienced a qualifying termination of employment, it added.

    For her part, Elsenhans agreed not disclose confidential Sunoco information. In addition, during the two-year period following her resignation date, she will "not compete with the company; solicit or hire company employees; or induce or attempt to induce any customer (whether former or current), supplier, licensee or other business relation of the company to cease doing business with the company or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the company, on the other hand," according to the filing.


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