**Exhibit 10.2**

 

**AGREEMENT ANDRELEASE**

 

This Agreement and Release (“Agreement”) isbetween Charles H. Leonard (“EMPLOYEE”) and Texas Eastern Products PipelineCompany, LLC (“COMPANY”).

 

WITNESSETH

 

1.                                       Whereas, EMPLOYEE and COMPANYentered into an employment agreement on December 22, 1998 (hereinafter “EmploymentAgreement”), and a supplemental agreement on February 23, 2005(hereinafter “Supplemental Agreement”).

 

2.                                       Whereas, EMPLOYEE is retiringfrom the COMPANY effective July 8, 2005, subject to Section 1 below.

 

3.                                       Whereas, EMPLOYEE and COMPANYdesire to resolve any and all disputes about EMPLOYEE’s entitlement toseverance benefits under the Employment Agreement.

 

4.                                       Whereas, EMPLOYEE, during hisemployment had access to trade secrets and/or proprietary and confidentialinformation belonging to the COMPANY.

 

5.                                       Whereas, EMPLOYEE and COMPANYdesire to clarify EMPLOYEE’s obligations with respect to any trade secretsand/or proprietary and confidential information acquired during EMPLOYEE’semployment.

 

6.                                       Whereas, EMPLOYEE and theCOMPANY desire to avoid the expense, delay and uncertainty attendant to anyclaims which may arise from EMPLOYEE’s employment with and retirement from theCOMPANY, the Employment Agreement, or the Supplemental Agreement, as well as anyclaims which may arise from the disclosure of any trade secrets and/orproprietary and confidential information that EMPLOYEE acquired during hisemployment with the Company.

 

7.                                       Whereas, EMPLOYEE desires torelease any claims or causes of action EMPLOYEE may have arising from EMPLOYEE’semployment with, or his retirement from the COMPANY, including any claims orcauses of action arising out of his Employment Agreement or SupplementalAgreement.

 

Now, therefore,for and in consideration of the mutual covenants and promises hereinafter setforth, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, EMPLOYEE and the COMPANY herebyagree:

 

Section  1.                                         Severance and Other Payments. The COMPANY, in exchange forthe promises of EMPLOYEE contained below, agrees as follows:

 

A.                                   COMPANYagrees to pay EMPLOYEE the lump sum amount of $935,250.00 less legal standarddeductions.  This amount represents three(3) times EMPLOYEE’s base

 

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salary plus three (3) timeshis target bonus. The payment will be made within seven (7) days after theexpiration of the EMPLOYEE’s revocation option in Section 5(C) below.

 

B.                                     COMPANY agrees to pay COBRAinsurance premiums (medical and/or dental) for up to 36 months, as set forth inthe Supplemental Agreement.  In the eventthat EMPLOYEE’s entitlement to COBRA coverage should cease before that time (asset forth in the Supplemental Agreement), COMPANY will have no obligation tocontinue payment of EMPLOYEE’s COBRA premiums.

 

C.                                     COMPANY agrees that EMPLOYEEshall receive (less applicable legal standard deductions in each case, if any)an amount of $27,702.00 as liquidated unused vacation days and the followingpayments pursuant to the following plans:

 

1.                                       COMPANY’s 1994 Long TermCompensation Plan:  $8,960.00.

 

2.                                       COMPANY’s 2000 Long TermCompensation Plan:  $98,832.00.

 

3.                                       COMPANY’s Management IncentiveCompensation Plan:  All amounts have beenincluded in the amount specified in Section 1.A above.

 

D.                                    COMPANY agrees that EMPLOYEEshall also receive all amounts accrued for the benefit of EMPLOYEE, which shallbe payable as soon as administratively possible after July 8, 2005,pursuant to the following plans, subject to EMPLOYEE’s (and his spouse’s, ifapplicable) completion of all necessary election forms and documentation whichmay be required.  All such amountsaccrued and payable shall be calculated and determined by Hewitt &Associates, actuary for the plans. EMPLOYEE is hereby electing to take a lump sum payment representing hisentire benefit under the COMPANY’s Supplemental Benefit Plan, notwithstandingany prior election regarding the form of such benefit payment which EMPLOYEEmay have made.

 

1.                                       COMPANY’s Retirement CashBalance Plan; and

 

2.                                       COMPANY’s Supplemental BenefitPlan

 

E.                                      COMPANY acknowledges and agreesthat EMPLOYEE shall remain covered by COMPANY’S Directors and Officers Errorsand Omissions Liability Insurance in regard to legal proceedings EMPLOYEE maybecome a party to on legal matters pertaining to the time when EMPLOYEE wasemployed by the COMPANY.

 

Section  2.                                         Prior Rights and Obligations.  Except as provided for in this Agreement,this Agreement extinguishes all rights, if any, which EMPLOYEE may have,contractual or otherwise, relating to his employment with, or retirement fromthe COMPANY, including any rights to severance benefits under the EmploymentAgreement or Supplemental Agreement.

 

Section  3.                                         Retirement.  EMPLOYEE agrees that his retirement date is July 8,2005.

 

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Section  4.                                         Release. Except for obligations of theCOMPANY created in this Agreement, EMPLOYEE hereby releases and discharges theCOMPANY and all affiliated companies, and their officers, directors, employees,agents, attorneys, and insurers, from any and all claims, demands and causes ofaction arising from his employment at the COMPANY or such affiliate and hisretirement from the COMPANY or such affiliate, including, but not limited to,any claims or causes of action under the Age Discrimination in Employment Act(ADEA).

 

Section  5.                                         ADEA Rights. EMPLOYEE further acknowledges that:

 

A.                                   He has been advised in writingby virtue of this AGREEMENT that he has the right to seek legal counsel beforesigning this AGREEMENT.

 

B.                                     He has been given twenty-one(21) days within which to consider the waivers included in this AGREEMENT. IfEMPLOYEE chooses to sign the AGREEMENT at any time prior to that date, it isagreed that EMPLOYEE signs willingly and voluntarily and **expresslywaives** his right to wait the entire twenty-one (21) day period asprovided in the law.

 

C.                                     EMPLOYEE has **seven (7) days** after signing this AGREEMENT to revokeit.  This Agreement will not becomeeffective or enforceable until the revocation period has expired. Any notice ofrevocation of the AGREEMENT is effective only if given to James Ruth, Esq.,General Counsel (at the address of the COMPANY set forth below), in writing bythe close of business at 4:30 p.m. on the seventh (7th) dayafter the signing of this AGREEMENT.

 

D.                                    EMPLOYEE agrees that he isreceiving, pursuant to this Agreement, consideration which is in addition tothat which he is already entitled to under the Employment Agreement and theSupplemental Agreement or otherwise.

 

Section  6.                                         Proprietary and ConfidentialInformation.EMPLOYEE agrees and acknowledges that, because of his employment with theCOMPANY, he has acquired information regarding the COMPANY’s trade secretsand/or proprietary and confidential information related to the COMPANY’s past,present or anticipated business. Therefore, except as may be required by law,EMPLOYEE acknowledges that EMPLOYEE will not, at any time, disclose to others,permit to be disclosed, used, permit to be used, copy or permit to be copied,any trade secrets and/or proprietary and confidential information acquiredduring his employment with the COMPANY. EMPLOYEE agrees that in the event of an actual breach by EMPLOYEE of theprovisions of this paragraph, the COMPANY shall be entitled to inform allpotential or new employers of this AGREEMENT.

 

Section  7.                                         Non-solicitation of COMPANY’semployees and customers.  EMPLOYEE agrees not to solicit or helpsolicit any employees or customers of the COMPANY or any affiliated entity tocease employment or cease doing business with the COMPANY or any affiliatedentity.

 

Section  8.                                         Amendments. This AGREEMENT may only beamended in writing signed by EMPLOYEE and an authorized officer of the COMPANY.

 

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Section  9.                                         Confidentiality. EMPLOYEE agree that he or anypersons acting on his behalf will not, directly or indirectly, speak about,disclose or in any way, shape or form communicate to anyone, except aspermitted in this Section, the terms of this AGREEMENT or the considerationreceived from the COMPANY.  EMPLOYEEagrees that the above described information may be disclosed only as follows:

 

A.                                   to the extent as may be requiredby law to support the filing of EMPLOYEE’S income tax returns;

 

B.                                     to the extent as may becompelled by legal process;

 

C.                                     to the extent necessary toEMPLOYEE’s legal or financial advisors, but only after such person to whom thedisclosure is to be made agrees to maintain the confidentiality of suchinformation and to refrain from making further disclosures or use of suchinformation.

 

Section  10.                                   Non-disparagement. EMPLOYEE shall not make anyunfavorable or unflattering statements about the COMPANY including, but notlimited to, comments about the conduct of other employees or board members ofthe COMPANY or its affiliated companies. EMPLOYEE agrees that he will not disparage, criticize, condemn or impugnthe business or personal reputation or character of the COMPANY or anyaffiliated company, or any present or former COMPANY employees or boardmembers, or any employees or board members of any affiliated companies, or anyof the actions which are, have been or may be taken by the COMPANY with respectto or based upon matters, events, facts or circumstances arising or occurring priorto the date of execution of this AGREEMENT. In response to inquiries by potential employers, EMPLOYEE may respondthat he retired.  Further inquiries by apotential employer shall be met with advice of the dates of EMPLOYEE’semployment, his job title and functions in factually accurate terms.  The COMPANY shall have no obligation torespond to any inquiries from prospective employers unless they are made inwriting and addressed specifically to the COMPANY and in response to suchinquiries shall not be obligated to provide any information other than toconfirm dates of employment and job title. COMPANY shall not make any unfavorable or unflattering statements aboutthe EMPLOYEE.  COMPANY agrees that itwill not disparage, criticize, condemn or impugn the business or personalreputation or character of the EMPLOYEE.

 

Section  11.                                   Cooperation. EMPLOYEE shall cooperate with the COMPANY to the extent reasonablyrequired by the COMPANY in all matters relating to the winding up of hispending work on behalf of the Company and the orderly transfer of any suchpending work.  COMPANY hereby agrees toindemnify EMPLOYEE in connection with all such lawful actions which EMPLOYEEshall take after the effective date hereof in performing such cooperationrequested by the COMPANY.  EMPLOYEEagrees to immediately notify the COMPANY, if he is served with legal process tocompel him to disclose any information related to his employment with theCompany, unless prohibited to do so by law.

 

Section  12.                                   Documents.  EMPLOYEE agrees to deliver at the terminationof employment all correspondence, memoranda, notes, records, data, orinformation, analysis, or other documents

 

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and all copies thereof, including informationin electronic form, which are related in any manner to the past, present oranticipated business of the COMPANY or its affiliated companies.

 

Section  13.                                   Enforcement of Agreement andRelease.  Should any provisions of this AGREEMENT beheld to be invalid or wholly or partially unenforceable, such holdings shallnot invalidate or void the remainder of this AGREEMENT.  Portions held to be invalid or unenforceableshall be revised and reduced in scope as to be valid and enforceable, or ifsuch is not possible, then such portion shall be deemed to have been whollyexcluded with the same force and effect as if they had never been includedherein.

 

Section  14.                                   Notices. Any notice, request, demand,waiver or consent required or permitted hereunder shall be in writing and shallbe given by prepaid registered or certified mail, with return receiptrequested, addressed as follows:

 

For the COMPANY:

 

Texas Eastern Products Pipeline Company, LLC

P.O. Box 2521

Houston, Texas 77252-2521

Attn:  Chief Executive Officer

 

With a copy to the General Counsel

 

For the EMPLOYEE:

 

Charles H. Leonard

 

The date of anysuch notice and of such service thereof shall be deemed to be the date ofmailing.  Each party may change itsaddress for the purpose of notice by giving notice to the other in writing.

 

Section  15.                                   Choice of Law. It is agreed that the laws ofTexas shall govern this AGREEMENT.

 

Section  16.                                   Remedies. The Parties agree that becausedamages at law for any breach or nonperformance of this AGREEMENT by EMPLOYEE,while recoverable, will be inadequate, this AGREEMENT may be enforced in equityby specific performance, injunction, or otherwise. Should any provisions ofthis AGREEMENT be held to be invalid, such holdings shall not invalidate orvoid the remainder of this AGREEMENT.  EMPLOYEEshall be entitled to enforce his rights and the COMPANY’s obligations underthis Agreement by any and all applicable actions at law or equity.

 

Section  17.                                   Announcement.  EMPLOYEE shall be entitled to review andcomment upon the 8K Notice of his retirement and any press release by theCOMPANY of his retirement.

 

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**IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT AND RELEASEAS OF JULY 11, 2005.**

 

 
| By:                              | /s/ CHARLES H. LEONARD                               |   | July 11, 2005 |   |
|----------------------------------|------------------------------------------------------|--------|---------------|--------|
|                             | **     Charles H. Leonard** |   | DATE          |   |
|                             |                                                 |   |
|                             |                                                 |   |
| **TEXAS EASTERN PRODUCTS**       |                                                 |   |
| **PIPELINE COMPANY, LLC**        |                                                 |   |
|                             |                                                 |   |
|                             |                                                 |   |
| By:                              | /s/ BARRY R.  PEARL                                  |   | July 11, 2005 |   |
| Name:   Barry R. Pearl | DATE                                                 |   |
| Title                            | President and Chief Executive Officer                |   |          |
|                                  |                                                      |        |               |        |  |

 

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