Exhibit 10.4

	
	EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 8th day of June,
2022 and shall be effective as of January 1, 2022 (the “Effective Date”), by and between Global
GP  LLC,  a  Delaware  limited  liability  company  (the  “Company”),  and Matthew  Spencer (the
 “Executive”).
WHEREAS, pursuant to that certain Employment Agreement between the Company and
the Executive effective as of January 1, 2019 (the “Prior Agreement”), the Company employed the
Executive as the Chief Accounting Officer of the Company and the Executive also served as the
Chief  Accounting  Officer of  Global  Partners  LP,  a  Delaware  limited  partnership  (the
 “Partnership”) of which the Company is the general partner; and
WHEREAS, the Company and the Executive have negotiated mutually agreeable terms
for the  Executive’s  continued  employment  by  the Company for a new  term  of three  years
commencing as of the Effective Date.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and
obligations  contained  herein,  the  sufficiency  of  which  the  Company  and  the  Executive  each
acknowledges, the Company and the Executive hereby agree as follows:
1. Employment and Term of Employment.
(a) Subject  to  the  terms  of  this  Agreement,  the  employment term  hereunder  will
commence as of the Effective Date and continue through December 31, 2024.  So long as the
Executive is  then employed by the Company, the Company and the Executive agree to  begin
discussions concerning the renewal of this Agreement in the second calendar quarter of 2024, with
the objective of reaching a final agreement regarding such renewal by the end of December 2024.
Absent the receipt by either party from the other party of a notice not to renew this Agreement as
provided  in  Section  1(b)  below  (and  so  long  as  the  Executive  has  remained  employed  by  the
Company hereunder), the term of this Agreement shall be automatically extended from December
31, 2024 through April 15, 2025 to allow for the parties to reach a final agreement regarding the
renewal described in the preceding sentence.
(b) Either the  Company  or  the  Executive may provide  the  other  with  prior  written
notice of its or his desire not to renew this Agreement, delivered in accordance with Section 20
(“Notice”) at least ninety (90) days in advance of January 1, 2025, in which case this Agreement
shall  terminate  at  11:59  p.m.  on  December  31,  2024 and  the  Executive  shall  receive the
compensation set forth in Section 7(e) below.
(c) Notwithstanding anything to the contrary in this Section 1, either the Company or
the Executive may terminate the Executive’s employment with the Company at any time, subject
to the terms and conditions of Section 7 hereof.
(d) The term that the Executive is employed hereunder (as it may be extended and/or
renewed) is referred to herein as the “Term.” 





	
	
  - 2 -
2. Position and Duties.  During the Term, the Company shall employ the Executive as
the Chief Accounting Officer of the Company, or in such other positions as the parties mutually
agree.   The Executive shall have such powers and duties and responsibilities as are customary to
such position and as are assigned to the Executive by the Board of Directors of the Company (the
 “Board”) or the Chief Financial Officer of the Company in connection with the Executive’s service
as Chief Accounting Officer of the Company and of the Partnership.  The Executive’s employment
shall also be subject to the policies maintained and established by the Company that are of general
applicability to the Company’s employees, as such policies may be amended from time to time.

3. Other Interests; Non-Competition and Non-Solicitation.

(a) During the Term, the Executive shall devote his full time, attention, energies and
business  efforts  during  normal  business  hours  to  his  duties  and  responsibilities  as  the Chief
Accounting Officer of the Company and of the Partnership and its subsidiaries.  The Partnership
and its subsidiaries are sometimes hereinafter referred to collectively as the “Partnership Group”.
During the Term, except as otherwise restricted by the non-competition covenants set forth in
Annex I attached hereto and incorporated herein by reference, the parties recognize and agree that
the Executive may engage in other business activities that do not conflict with the business and
affairs of the Company or of the Partnership or interfere with the Executive’s performance of his
duties and responsibilities hereunder.  Additionally, the covenants set forth in Annex I shall apply
to the Executive from the Date of Termination according to the terms set forth in Annex I.

(b) The Executive, in entering into this Agreement, hereby agrees and acknowledges
that the restrictions and covenants set forth in Annex I are consonant with public policy, and fair
and  reasonable  provisions  for  the  protection  of  the  Company’s  and its  affiliates’ legitimate
business interests including, without limitation, the protection of confidential information, trade
secrets, goodwill and the business contacts which the Executive has established and developed,
and will establish and develop, in the course of performing his duties for the Company and its
affiliates.  The Executive further acknowledges and agrees that the non-competition restrictions
set  forth  in Annex  I are  supported  by  fair  and  reasonable consideration independent  from
continuation of employment, and notice of the non-competition agreement set forth herein was
provided to the Executive at least ten (10) business days before the applicable non-competition
restrictions  were  to  be  effective.  The  Executive  has  the  right  to  consult  with  counsel  prior  to
signing this Agreement and entering into the non-competition restrictions set forth herein, and the
Executive expressly acknowledges and agrees that he has had sufficient opportunity to do so prior
to his entry into this Agreement.  The Executive further acknowledges and agrees that: (i) the non-
competition restrictions set forth in Annex I are no broader than necessary to protect the legitimate
business interests of the Company, including the protection of its and the Partnership Group’s trade
secrets, confidential information, and goodwill, and (ii) the geographic reach of the restrictions on
the Executive’s business activity set forth in Annex I are consistent with the geographic area in
which the Executive will have provided services on behalf of the Company or its affiliates.  The
Executive also agrees that the Company’s legitimate business interests could not be adequately
protected through an alternative restrictive covenant other than the non-competition restrictions
set forth in Annex I.  The Executive and the Company further agree that the non-competition
restrictions set forth in Annex I are supported by mutually agreed upon consideration set forth
herein, which consideration includes the Garden Leave Payment (as defined in Annex I).  For the 





	
	
  - 3 -
avoidance of doubt, the Executive is a sophisticated businessperson who has entered into the non-
competition restrictions set forth herein knowingly and voluntarily, and the Executive represents
that  such  restrictions  are  compliant  in  all  respects  with  the  Massachusetts  Noncompetition
Agreement Act, M.G.L. c. 149, §24L.

4. Duty of Loyalty; Indemnification.

 (a) The Executive acknowledges and agrees that the Executive owes a fiduciary
duty of loyalty to act in the best interests of the Company and of the Partnership Group. In keeping
with such duty, the Executive shall, during the Term, make full disclosure to the Company of all
business opportunities pertaining to the business of the Company or of the Partnership or any of
its subsidiaries and, during the Term, shall not appropriate for the Executive’s own benefit business
opportunities concerning the business of the Company, the Partnership or any of its subsidiaries,
except  as  otherwise  permitted  by  the  non-competition  covenants  set  forth  in Annex  I or  as
consented to in writing by the Board.

 (b)  The  Company  shall  indemnify  the  Executive  to  the  extent  permitted by  the
Company’s limited liability company agreement, as amended and/or restated from time to time,
and  by  applicable  law,  against all  costs,  charges  and  expenses,  including  without  limitation,
attorney’s fees, incurred or sustained by the Executive in connection with any claim against the
Executive and in connection with any action, suit or proceeding to which the Executive may be
made  a  party  by  reason  of  being  an  officer,  director  or  employee  of  the  Company  or  of  the
Partnership or  any of its subsidiaries.  In connection  with  the foregoing, the Executive will be
covered under any liability insurance policy that protects the other officers and directors of the
Company, subject to the terms and conditions of such policies.

5. Place of Performance.  Subject to such business travel from time to time as may be
reasonably required in the discharge of his duties and responsibilities as the Chief Accounting
Officer of the Company and while serving as the Chief Accounting Officer of the Partnership, the
Executive  shall  perform  his  obligations  hereunder  in,  or  within  forty  (40)  miles  of,  Waltham,
Massachusetts.

6. Compensation.
 (a) Base Salary.  During  the  Term,  the  Executive  shall  be  paid  an  annualized base
salary of $300,000.00, subject to increase at any time during the Term and at the commencement
of the renewal term (if any), if so determined by the Compensation Committee of the Board (the
 “Compensation  Committee”),  it  being  acknowledged  by  the  Executive  that the  Compensation
Committee shall have the authority, but not the obligation, to increase the Executive’s base salary,
however the Compensation Committee shall not decrease the Executive’s base salary without the
Executive’s consent. The Executive’s base salary, as may be increased in accordance with this
Section 6(a), is hereafter referred to as  “Base Salary”. The Base Salary shall be paid in  equal
installments pursuant to the Company’s customary payroll policies and procedures in force at the
time of payment, but in no event less frequently than monthly.

  (b) Bonus.  From time to time during the Term, the Executive may receive a
cash bonus (a “Bonus”) in an amount to be determined at the discretion of the Compensation 





	
	
  - 4 -
Committee.  Each Bonus hereunder, if any, shall be paid to the Executive no later than March 15
of the calendar year immediately following the calendar year in which such Bonus is earned.
(c) Incentive Compensation.

(i) For each  calendar  year during  the  Term,  the Executive  shall
participate  in the  annual  short-term  incentive  compensation  plan adopted  by  the
Compensation  Committee  for  such  calendar  year (the  “STIP”),  which  STIP  shall  be
adopted by no later than March 31 of such calendar year.

(ii)  During the Term, the Executive shall participate in the Company’s
long-term  incentive  plans,  if  any,  made  available  to  the  Company’s  officers  or  other
employees, subject to the terms of such plans (if any) and such additional criteria as the
Compensation Committee may determine from time to time, which plans may include but
are  not  limited  to:  (A)  the Long-Term  Performance-Based  Cash  Incentive  Plan (as
amended from time to time, including any successor plans) and (B) the Long-Term Cash
Incentive Plan (as amended from time to time, including any successor plans).

(d) Reimbursements.  During the Term, the Company shall pay or reimburse
the Executive for all reasonable expenses incurred by the Executive on business trips, and for all
other business and entertainment expenses reasonably incurred or paid by him during the Term in
the performance of his services under this Agreement, in accordance with past practice and with
the Company’s expense reimbursement policy as in effect from time to time, upon presentation of
expense statements  or vouchers or such other supporting documentation as  the Company may
reasonably require.

(e) Fringe  Benefits.  During  the  Term,  the  Executive  shall  be  entitled  to
participate in the Company’s health insurance, 401(k) and other benefit plans in accordance with
Company policies and on the same general basis as other executives of the Company.  During the
Term, the Company also will provide the Executive with additional fringe benefits consistent with
benefits that have been provided to him under prior arrangements and in accordance with past
practice, and with such other benefits as may be approved by the Compensation Committee.

(f) Vacation.  During the  Term (including the  renewal  period,  if any),  the
Executive  shall  be  granted 30 days  of  paid  vacation for  each  calendar  year with  any  unused
vacation days to be subject to the Company’s standard vacation policy with respect to the carryover
or payment for any such unused vacation days.

7.  Separation from Service.

(a) In General.  If the Executive’s employment is terminated for any reason, he
(or his estate) shall be paid on the Date of Termination the following: (i) all amounts of Base Salary
due and owing up through the Date of Termination, (ii) any earned but unpaid Bonus as of the
Date of Termination, (iii) all reimbursements of expenses appropriately and timely submitted, and
(iv) any and all other amounts, including vacation pay, that may be due to him as of the Date of
Termination (the “Accrued Obligations”).  Additionally, the Executive shall be entitled to retain
the  following  items  currently  supplied  to  him  by  the  Company:  (i)  iPad;  and  (ii)  smartphone, 





	
	
  - 5 -
including all information contained on the smartphone and the then current telephone number for
such smartphone, it  being  acknowledged  and  agreed by  the  Executive that all  information
contained on the smartphone shall remain subject to the provisions of Section 9 below; provided,
however, that, the Executive is required to tender such items to the Company’s IT department on
or prior to the Date of Termination for removal of confidential and proprietary information of the
Company and its affiliates. Promptly following the Date of Termination, the Executive shall return
to the Company all confidential and proprietary information of the Company in his possession.

(b) Termination  Due  to  the  Death  or  Disability  of the Executive.  The
Executive’s employment hereunder shall be terminated automatically upon the death or Disability
of the Executive.  The Company shall pay or distribute to the Executive (or his estate) upon his
termination under this Section 7(b) on the Date of Termination or as soon as reasonably practical
(but no more than ten days) thereafter:

 (i) the Accrued Obligations, plus

 (ii) a lump sum payment of an amount equal to his Base Salary
(determined as of the Date of Termination) multiplied by 200%, plus

 (iii) an amount equal  to  the  target  incentive amount  under the
then  applicable STIP for  the  fiscal  year  including  the  Date  of  Termination,
multiplied by 200%, plus

 (iv) the  Company  shall  pay  the  monthly  amounts  due  for all
group  health,  dental,  life,  disability,  vision  and  similar  insurance premiums  on
behalf  of  the  Executive  and  his  spouse  and  dependents,  if  any,  for 18 months
following the Date of Termination.

In addition to the foregoing payments and benefits, the Executive also shall be entitled to receive
the  amounts  due,  if  any,  in  respect  of the  Executive’s  interests  in  the  Company’s  long-term
incentive  plans,  including,  but  not  limited  to,  (x) the Long-Term  Performance-Based  Cash
Incentive Plan, and (y) the Long-Term Cash Incentive Plan.

(c)  Termination  by  the  Company  Without  Cause  or  by  the  Executive  for
Reasons Constituting Constructive Termination.  The Executive’s employment hereunder may be
terminated  by  the  Company  without  Cause  or  by  the  Executive  for  reasons  constituting
Constructive Termination.  Provided that the Executive executes within the time provided to do so
(and does not revoke within any time provided to do so) a release of claims in a form reasonably
acceptable to the Company, the Company shall pay or distribute to the Executive (or his estate)
upon his termination under this Section 7(c) on the Date of Termination or as soon as reasonably
practical (but no more than ten days) thereafter:

 (i) the Accrued Obligations, plus

 (ii) a lump sum payment of an amount equal to his Base Salary
determined as of the Date of Termination multiplied by 200%, plus 





	
	
  - 6 -

 (iii) an amount equal  to  the  target  incentive amount  under the
then  applicable STIP for  the  fiscal  year  including  the  Date  of  Termination,
multiplied by 200%, plus

(iv) the  Company  shall  pay  the  monthly  amounts  due  for all
group  health,  dental,  life,  disability,  vision  and  similar  insurance  premiums  on
behalf  of  the  Executive  and  his  spouse  and  dependents,  if  any,  for 18 months
following the Date of Termination, plus

(v) Notwithstanding any other provision of this Agreement or
any other plan, arrangement or agreement to the contrary, if any of the payments or
benefits provided or to be provided by the Company or its affiliates to the Executive
or  for  the  Executive's  benefit  pursuant  to  this  Section  7(c)  constitute  parachute
payments (“Parachute Payments”) within the meaning of Section 280G of the Code
(as defined below), are not eligible for exemption pursuant to Q/A-6(a)(2) of Treas.
Reg. § 1.280G-1, and will be subject to the excise tax imposed under Section 4999
of the Code (or any successor provision thereto) or any interest or penalties with
respect to such excise tax (collectively, the “Excise Tax”), then the Company shall
either  (a) reduce (but  not  below  zero) the  total  Parachute  Payments so  that  the
present value of the Parachute Payments shall be one dollar ($1.00) less than three
times the  Executive’s “base  amount”  (as  defined  in  Section  280G(b)(3)  of  the
Code) and so that no portion of the Parachute Payments received by the Executive
shall  be  subject  to  the Excise  Tax or  (b) pay  the  Parachute  Payments  in  full,
whichever produces the better net after-tax position to the Executive (taking into
account the  Excise  Tax and  any  other  applicable  taxes).    The  reduction  of the
Parachute  Payments hereunder,  if  applicable,  shall  be  made  by  reducing,  first,
Parachute  Payments to  be  paid  in  cash  hereunder  in  the  order  in  which  such
Parachute Payment would be paid or provided (beginning with such payment or
benefit that would be made last in time and continuing, to the extent necessary,
through to such Parachute Payment that would be made first in time) and, then,
reducing  any Parachute  Payment to  be  provided  in-kind  hereunder  in a  similar
order. Any determination required under this Section 7(c)(v), including whether
any payments or benefits are Parachute Payments, shall be made by the Company
in good faith. The Executive shall provide the Company with such information and
documents  as  the  Company  may  reasonably  request  in  order  to  make  a
determination under this Section 7(c)(v). The Company's determinations shall be
final and binding on the Company and the Executive; provided, however, that in
the event of a dispute with the Internal Revenue Service, the parties will revise the
determinations as necessary to comply with regulatory requirements in accordance
with the Internal Revenue Service’s interpretations.

In addition to the foregoing payments and benefits, the Executive also shall be entitled to receive
the  amounts  due,  if  any,  in  respect  of the  Executive’s  interests  in  the  Company’s  long-term
incentive  plans,  including,  but  not  limited  to,  (x) the Long-Term  Performance-Based  Cash
Incentive Plan, and (y) the Long-Term Cash Incentive Plan.  





	
	
  - 7 -

(d) Termination by the Company for Cause.  The Company may terminate the
Executive’s employment hereunder for Cause following: (i) reasonable notice to the Executive
setting forth in detail the nature of such Cause and the date and time established for a hearing
before the Board, which notice shall be deemed reasonable if provided not less than fifteen (15)
business days from the date of such notice, (ii) an opportunity to be heard before the Board at the
conclusion of such notice period, at which the Executive shall be entitled to representation by
counsel, and (iii) a determination by a majority vote of the Board that the Company has Cause to
terminate the Executive’s employment.

(e) Nonrenewal  of  the  Agreement.  If  the Company  provides  notice  to  the
Executive that the Company elects not to renew the Agreement at the end of the applicable Term,
and the Executive’s employment hereunder is terminated at the end of the applicable Term, the
Company shall pay the Executive upon the expiration of the Agreement, or as soon as reasonably
practical (but no more than ten days) thereafter, any Accrued Obligations plus a lump sum payment
equal to 200% of the Executive’s then Base Salary. Additionally, within ten days following the
Compensation Committee’s determination of the payout earned by the STIP participants for the
year  in  which  the  Executive’s  employment  was  terminated,  the  Executive also  shall  receive
payment of the performance-based and discretionary components, if any, of his STIP award for
such year.

(f) Definitions.

(i) For the purposes of this Agreement, “Cause” shall mean the
Executive  (A) has  engaged  in  gross  negligence  or  willful  misconduct  in  the
performance of his  duties,  (B) has  committed an act  of fraud, embezzlement  or
willful breach of a fiduciary duty to the Company, the Partnership or any of its
subsidiaries  (including  the  unauthorized  disclosure  of  any  material  secret,
confidential and/or proprietary information, knowledge or data of the Company,
the  Partnership or  any  of  its  subsidiaries);  (C) has  been  convicted  of  a  crime
involving fraud or moral turpitude or any felony or (D) has breached any material
provision of this Agreement or any of the restrictions and covenants set forth in
Annex I hereto other than as a result of the Executive’s inability to perform his
obligations  hereunder  solely  due  to  his  poor  physical  or  mental  health.    The
Executive must be provided a written notice from the Company, giving him at least
30 days to affect a cure of any claimed occurrence under (A), (B) or (D) above that
is capable of being cured, prior to the delivery of any notice described under Section
7(d)(i) hereof.

(ii)  “Change in Control” shall occur upon: (A) the date that any
one person, entity or group (other than the successors to the interests of Alfred
Slifka,  and  other  than  Richard  Slifka  or Eric  Slifka or  their  respective  family
members  or  entities  they  control,  individually  or  in the  aggregate,  directly  or
indirectly (collectively referred to hereinafter as the “Slifkas”)) acquires beneficial
ownership  of  the  membership  interests  of  the  Company  that,  together  with  the
membership interests of the Company already owned beneficially by such person, 





	
	
  - 8 -
entity  or  group,  constitutes  more  than  50%  of  the  total  voting  power  of  the
membership interests of the Company; provided, however, if any one person, entity
or group is considered to control, directly or indirectly, more than 50% of the total
voting  power  of  the  membership  interests  of  the  Company,  the  acquisition  of
additional membership interests by the same person, entity or group shall not be
deemed to be a Change in Control; (B) a consolidation or merger (in one transaction
or a series of related transactions) of the Company pursuant to which the holders of
the Company’s equity securities immediately prior to such transaction or series of
related  transactions  would  not  be  the beneficial  owners immediately  after  such
transaction or series of related transactions of at least 50% of the voting power of
the entity surviving such transaction or series of related transactions; or (C) the sale,
lease,  exchange  or  other  transfer  (in  one  transaction  or  a  series  of  related
transactions) of all or substantially all of the assets of the Company to a person
other than the Slifkas or any of them. In all respects, the definition of “Change in
Control”  shall  be  interpreted  to  comply  with  Section 409A(a)(2)(A)(v)  of  the
Internal  Revenue  Code  of  1986  (the “Code”)  and  any  successor  statute,  and/or
guidance thereunder, and the provisions of Treasury Regulation Section 1.409A
and  any  successor  regulation  and  guidance  thereto;  provided,  however,  an
interpretation in compliance with Section 409A of the Code shall not expand the
definition of Change in Control in any way or cause an acquisition by the Slifkas
to result in a Change in Control.

(iii) “Constructive  Termination”  means  termination  of  this
Agreement by the Executive as a result of any (A) substantial diminution, without
the Executive’s written consent, in the Executive’s working conditions consisting
of (1) a material reduction in the Executive’s duties and responsibilities, (2) any
change in the reporting structure so that the Executive no longer reports solely to
the Chief Financial Officer of the Company, or (3) a relocation of the Executive’s
place of work further than forty (40) miles from Waltham, Massachusetts, or (B) a
material breach of this Agreement by the Company.  To be able to terminate his
employment with the Company for Constructive Termination, the Executive must
provide notice to the Company of the existence of any of the conditions set forth in
the immediately preceding sentence within 90 days of becoming aware of the initial
existence  of  such  condition(s),  and  the  Company  must  fail  to  remedy  such
condition(s)  within  30  days  of  such  notice.    In  no  event  shall  the  Date  of
Termination in connection with a Constructive Termination occur any later than
120 days following the notice of the existence of the condition(s) constituting a
Constructive Termination hereunder or, if applicable, a later date selected by the
Board or the Compensation Committee and communicated to the Executive that is
no later than December 31 of the year in which the notice of the existence of the
condition(s)  constituting  a  Constructive  Termination  was  delivered  to  the
Company.
(iv) “Disability” shall mean a physical or mental condition which
(A) renders the Executive, with or without reasonable accommodation, unable to
engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be 





	
	
  - 9 -
expected to last for a continuous period of not less than 12 months, or (B) by reason
of  any  medically  determinable  physical  or  mental  impairment  which  can  be
expected to result in death or can be expected to last for a continuous period of not
less than 12 months, results in the Executive receiving income replacement benefits
for a period of not less than three (3) months under an accident and health plan
covering employees of the Company.
 (g) Notice of Termination.  Any termination or non-renewal (except due to the
death of Executive) by the Company or the Executive shall be communicated by written Notice of
Termination to the other party hereto.   For purposes of this Agreement, a “Notice of Termination”
shall mean a notice which (i) shall state the effective date of such termination, (ii) shall indicate
the  specific  termination  provision  in  this  Agreement  relied  upon  and  (iii) shall  set  forth  in
reasonable detail the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated.  Any such notice shall be provided in
accordance with the requirements of Section 20 hereof. Any notice of voluntary termination by the
Executive or of termination without Cause by the Company shall be given 60 days in advance of
such termination.  Any notice of Constructive Termination by the Executive shall be given by the
Executive within 90 days of his becoming aware of the existence of the condition upon which the
Constructive Termination is based.

(h) Deemed Resignation.  If the Executive’s employment is terminated for any
reason,  then  such  termination  shall  constitute  an  automatic  resignation  of  the  Executive  as  an
officer  of  the  Company  and  each  affiliate  of  the  Company,  and,  if  applicable,  an  automatic
resignation of the Executive from the Board and from the board of directors of any affiliate of the
Company and from the board of directors or similar governing body of any corporation, limited
liability company or other entity in which the Company or any of its affiliates holds an equity
interest and with respect to which board or similar governing body the Executive serves as the
Company’s or such affiliate’s designee or other representative.
 (i) Date of Termination.  The “Date of Termination” shall mean (i) the date of
death, if the Executive’s employment is terminated because of death, (ii) the date the Executive is
determined to have a Disability, if the Executive’s termination is based on his Disability, and (iii) if
the Executive’s employment is terminated for any other reason (including, without limitation, non-
renewal), the date specified in the Notice of Termination, which date shall be in accordance with
the  timing  rules  set  out  in  (d)  or  (g)  of  this  Section  7,  as  applicable.  With  respect  to  any
compensation payable under this Agreement that is subject to Section 409A of the Code, references
to the Executive’s Date of Termination or termination of employment (and variations thereof) shall
be deemed to refer only to the Executive’s “separation from service” within the meaning of Section
1.409A-1(h) of the U.S. Treasury Regulations, applying the default terms thereof.

 (j) Delayed Payments.  Notwithstanding any other provision with respect to the
timing  of  payments  under  this  Section  7,  if,  at  the time  of  the  Executive’s  termination, the
Executive is deemed to be a “specified employee”  (within the meaning of Section 409A of the
Code, and any successor statute, regulation and guidance thereto) of the Company, then only to
the extent necessary to comply with the requirements of Section 409A of the Code, any payments
to which the Executive may become entitled under Section 7 as a result of his “separation from
service” (within the meaning of Section 409A of the Code, and any successor statute, regulation 





	
	
  - 10 -
and guidance thereto) which are subject to Section 409A of the Code (and not otherwise exempt
from its application) will be withheld until the first business day of the seventh month following
the  termination  of  the  Executive’s  employment,  at  which  time  the  Executive  shall be  paid an
aggregate amount equal to six months of payments otherwise due to the Executive under the terms
of this Section 7, as applicable, plus (to the extent not prohibited by Section 409A of the Code)
interest on such amounts at the then applicable prime rate of interest as established from time to
time by Bank of America Corporation or its successor.  After the first business day of the seventh
month  following  the  termination  of  the  Executive’s  employment  and  continuing  each  month
thereafter, the  Executive shall  be  paid  the  regular  payments otherwise  due  to the  Executive in
accordance with the terms of this Section 7, as applicable.

(k) Non-disparagement.  Each of the Company and the Executive agrees not to
make any disparaging comments or remarks, orally or in writing, about the other party following
the termination or expiration of this Agreement.

8. Section  409A.  The  parties  hereto  intend  that  this  Agreement  comply  with  the
requirements  of  Section 409A  of  the  Code  and  the  regulatory  guidance  thereunder.  If  any
provision provided herein may result in the imposition of an additional tax or penalty under the
provisions of Section 409A of the Code, the Executive and the Company agree to amend any such
provision to avoid imposition of any such additional tax, to the extent possible, in the manner that
the Executive and the Company mutually agree is appropriate to comply with Section 409A of the
Code; provided that, to the extent possible, any such amendment shall minimize any decrease in
the payments or benefits to the Executive contemplated herein.

9. Confidential Information; Unauthorized Disclosure.

(a) During the Term and for the period ending two years following the Date of
Termination,  the  Executive  shall  not,  without  the  written  consent  of  the  Board  or  a  person
authorized  thereby,  disclose  to  any  person,  other  than  an  employee  of  the  Company,  the
Partnership  or  its  subsidiaries  or  a  person  to  whom  disclosure  is  reasonably  necessary  or
appropriate in connection with the performance by the Executive of his duties as Chief Accounting
Officer of the Company including serving as the Chief Accounting Officer of the Partnership, any
secret, confidential and/or proprietary information, knowledge or data obtained by him while in
the employ of the Company or any of its affiliates with respect to the Company, the Partnership or
any of its subsidiaries and their respective businesses, the disclosure of which he knows or should
know  will  be  damaging  to  the  Company,  the  Partnership  or  any  of  its  subsidiaries;  provided
however,  that  such  information,  knowledge  or  data  shall  not  include  (i) any  information,
knowledge or data known generally to the public (other than as a result of unauthorized disclosure
by the Executive) or (ii) any information, knowledge or data which the Executive may be required
to disclose by any applicable law, order, or judicial or administrative proceeding.

(b) The Executive acknowledges that money damages would not be a sufficient
remedy for any breach of this Section 9 by the Executive, and the Company, the Partnership or its
subsidiaries shall  be  entitled  to  enforce  the  provisions  of  this  Section  9  by  seeking  specific
performance and injunctive relief as remedies for such breach or any threatened breach, which
may include the right to cease making the severance payments or providing severance benefits 





	
	
  - 11 -
described  in Section  7 to  the  Executive  or  the  right  to  recoup  severance  payments  that were
previously paid to the Executive.  Such remedies shall not be deemed the exclusive remedies for a
breach of this  Section 9 but  shall be in  addition  to  all remedies  available at  law or in  equity,
including the recovery of damages from the Executive and his agents.

  (c) Notwithstanding the foregoing,  nothing herein (or in any other agreement
between the Executive and the Company) shall prevent the Executive from lawfully, and without
obtaining  prior  authorization  from  the  Company:  (i)  initiating communications  directly  with,
cooperating with, providing information to, causing information to be provided to, or otherwise
assisting in an investigation by the U.S. Securities and Exchange Commission (the “SEC”) or any
other  governmental  or  regulatory  agency,  entity,  or  official(s)  (collectively,  “Governmental
Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal
process directed to an employee individually from any Governmental Authority; (iii) testifying,
participating or otherwise assisting in an action or proceeding by any Governmental Authorities
relating  to  a  possible  violation  of  law,  including  providing  documents  or  other  confidential
information to Governmental Authorities; or (iv) receiving an award for information provided to
the SEC or any other Governmental Authority. This Agreement shall not be construed or applied
to require the Executive to obtain prior authorization from the Company before engaging in any
of  the  foregoing  conduct  referenced  in  this  Section  9(c), or  to  notify  the  Company of  having
engaged in any such conduct.  Further, pursuant to the Defend Trade Secrets Act, the Executive
shall not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is: (A) made (x) in confidence to a federal, state or local government
official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting
or investigating a suspected violation of law; (B) made in a complaint or other document filed in
a  lawsuit  or  other  proceeding,  if  such  filing  is  made  under  seal;  or  (C)  protected  under  the
whistleblower provisions of applicable law. In the event the Executive files a lawsuit for retaliation
by the Company for the Executive’s reporting of a suspected violation of law, the Executive may
(i) disclose a trade secret to the Executive’s attorney and (ii) use the trade secret information in the
court proceeding related to such lawsuit, in each case, if the Executive (A) files any document
containing such trade secret under seal; and (B) does not otherwise disclose such trade secret,
except pursuant to court order.

10. Payment Obligations Absolute.  Except as specifically provided in this Agreement,
the  Company’s  obligation  to  pay  the  Executive  the  amounts  and  to  make  the  arrangements
provided herein shall be absolute and unconditional and shall not be affected by any circumstances,
including, without limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company or the Partnership (including its affiliates) may have against him or anyone else.  All
amounts payable by the Company shall be paid without notice or demand.  The Executive shall
not be obligated to seek other employment in mitigation of the amounts payable or arrangements
made under any provision of this Agreement, and the obtaining of any such other employment
shall in no event effect any reduction of the Company’s obligations to make the payments and
arrangements required to be made under this Agreement.

11. Successors.  This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and permitted assigns and any such successor or permitted assignee
shall be deemed substituted for the Company under the terms of this Agreement for all purposes. 





	
	- 12 -
As used herein, “successor” and “assignee” shall be limited to any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or otherwise, directly or
indirectly acquires control of the Company or to which the Company assigns this Agreement by
operation of law or otherwise in connection with any sale of all or substantially all of the assets of
the Company, provided that any successor or permitted assignee promptly assumes in a writing
delivered  to  the  Executive  this  Agreement  and,  in  no  event,  shall  any  such  succession  or
assignment release the Company from its obligations hereunder. The Company will require any
successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all
of  the  business  and/or  assets  of  the  Company  to  assume  expressly  and  agree  to  perform  this
Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. As used in this Agreement, “Company” shall
mean the Company as herein before defined and any successor to all or substantially all of its
business  and/or  assets  as  aforesaid  which  assumes  and  agrees  to  perform  this  Agreement  by
operation of law, or otherwise.
12. Assignment.  The  Executive  shall  not  have  any  right  to  pledge,  hypothecate,
anticipate or assign this Agreement or the rights hereunder, except by will or the laws of descent
and distribution, or delegate his duties or obligations hereunder.
13. Governing  Law.  The  provisions  of  this  Agreement  shall  be  construed  in
accordance  with,  and  governed  by,  the  laws  of  the  Commonwealth  of  Massachusetts  without
regard to principles of conflict of laws.  Any dispute arising out of or relating to this Agreement
shall be brought in state or federal courts, as applicable, in Suffolk County, Massachusetts.
14. Entire Agreement.  The Company and the Executive intend that this Agreement
shall supersede the Prior Agreement in its entirety. This Agreement together with (i) the attached
Annex I and Exhibit A (STIP) hereto, (ii) that certain Global Partners LP Long-Term Incentive
Plan Grant of Phantom Units to the Executive dated August 16, 2017, and (iii) those certain Global
Partners LP 2018 Long-Term Cash Incentive Plan Award Agreements granted to the Executive
and dated October 8, 2018, August 7, 2019, August 25, 2020, and October 22, 2021 constitute the
entire agreement of the parties with regard to the subject matter hereof, and contain all of the
covenants, promises, representations, warranties and agreements between the parties with respect
to  such  subject  matter. Notwithstanding  the  foregoing,  the  Company  and  the  Executive
acknowledge and agree that the restrictions on non-disclosure of information, non-competition and
non-solicitation set forth herein (including in Section 9 and Annex I herein) shall complement and
be in addition to (and not supersede or replace) any other restrictions upon the Executive with
respect  to  non-disclosure,  non-competition  or  non-solicitation  as  set  forth  in  any  previous
agreement  between the Executive  and  the  Company  or  any  of  its  affiliates.   Subject  to the
preceding sentence, as of the Effective Date, all understandings and agreements preceding the
Effective Date and relating to the subject matter hereof are hereby null and void and of no further
force and effect, including, without limitation all prior employment and severance agreements, if
any, by and between the Company and the Executive; provided that, nothing contained in the
foregoing  shall  be  deemed  to  supersede  or  make  invalid  any  prior  agreements  between  the
Executive and the Company concerning long-term incentive plan awards and any agreement by 





	
	- 13 -
and between the Executive and the Company, the Partnership or any affiliated entity or member
of the Partnership in his capacity as an interest holder.
15. Modification.  Any modification of this Agreement will be effective only if it is in
writing and signed by the parties hereto.
16. No Waiver.  No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or provision of this
Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.
17. Severability.  Any  provision  in  this  Agreement  which  is  prohibited  or
unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be
ineffective  only  to  the  extent  of  such prohibition  or  unenforceability  without  invalidating  or
affecting the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
18. Counterparts.  This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together will constitute one and the
same Agreement.
19. Withholding  of  Taxes  and  Other  Employee  Deductions.  The Company  may
withhold from any benefits and payments made pursuant to this Agreement all federal, state, city
and other taxes as may be required pursuant to any law or governmental regulation or ruling and
all other normal employee deductions made with respect to the Company’s employees generally.
20. Notice.  For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given
when delivered by hand, or by a nationally recognized overnight delivery service or mailed by
U.S. registered mail, return receipt requested, postage prepaid, addressed to the parties at their
addresses set forth below, or to such other addresses as either party may have furnished to the other
in writing in accordance herewith except that notices of change of address shall be effective only
upon receipt.
If to the Company:
Global GP LLC
P.O. Box 9161
800 South St., Suite 500
Waltham, Massachusetts 02454-9161
Attention: President and Chief Executive Officer and the Chairman of the Board 





	
	- 14 -
with a copy to:
Brenda K. Lenahan
Vinson & Elkins L.L.P.
666 Fifth Avenue
25th Floor
New York, New York 10103
If to the Executive:
At the Executive’s last known home address listed in the Company’s personnel
records from time to time
21. Clawback. Notwithstanding any provision in the this Agreement to the contrary, to
the extent required by (a) applicable law, including, without limitation, the requirements of the
Dodd-Frank  Wall  Street  Reform  and  Consumer  Protection  Act  of  2010,  any  Securities  and
Exchange Commission rule or any applicable securities exchange listing standards and/or (b) any
policy that may be adopted or amended by the Board from time to time to the extent necessary to
comply  with  such  law(s), amounts  paid  or  payable  under  this  Agreement  shall  be subject  to
forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such
law(s) and/or policy.
22. Headings.  The section headings have been inserted for purposes of convenience
and shall not be used for interpretive purposes.
[Signature Page Follows] 





	
	[Signature Page to Matthew Spencer Employment Agreement]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written
below and this Agreement shall be effective on the Effective Date.
GLOBAL GP LLC
By: _________________________________
Name: Eric Slifka
Title:   President and Chief Executive Officer
Date: ______________________________
By: ________________________________
       MATTHEW SPENCER
Date: ______________________________
/s/ Eric Slifka
June 8, 2022
/s/ MATTHEW SPENCER
June 8, 2022





	
	
ANNEX I
- 1 -
ANNEX I

Non-Competition and Non-Solicitation Provisions
Non-competition; Non-solicitation.

(a) During the Term, and in the event that the Executive’s employment is terminated
for any reason other than the Executive’s death or a termination of the Executive’s employment
by the Company without Cause, then for a period of one (1) year following the Date of Termination
(the  “Restrictive  Period”), the  Executive  shall  be prohibited  from  working  (as  an  employee,
consultant, advisor, director or otherwise), engaging in, or acquiring or investing in, any business
having assets engaged in the following businesses in New England and the other geographic areas
in which the Company or any of its affiliates is conducting business as of the Date of Termination
(the  “Restricted  Businesses”): (i) wholesale  or retail  marketing,  sale,  distribution  and
transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and
biofuels), and natural  gas liquids (including ethane, butane, propane and condensates); (ii) the
storage of refined petroleum products and/or any of the other products identified in clause (i) of
this paragraph in connection with any of the activities described in said clause (i); (iii) the retail
sale of convenience store items and sundries and related food service, whether or not related to the
retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering;
and (v) any other business in which the Company or its affiliates (a) becomes engaged during the
period that the Executive is employed by the Company or any of its affiliates, or (b) is preparing
to become engaged as of the time that the Executive’s employment with the Company or any of
its  affiliates  ends  and,  with  respect  to  parts  (a)  and  (b)  of  this  clause  (v), the Executive  has
participated in or obtained Confidential Information about such business or anticipated business.

(b) As further consideration for the covenants made by the Executive in part (a) of this
Annex  I,  the  Company  agrees that,  during  the  Restrictive  Period  (so  long  as  the  Executive’s
employment does not terminate due to the Executive’s death or a termination of the Executive’s
employment by the Company without Cause), the Company will provide the Executive with a total
payment equal to fifty percent (50%) of the Executive’s highest annualized Base Salary paid by
the  Company  within  the  two  years  preceding  the  Date  of  Termination  (the  “Garden  Leave
Payment”), which Garden  Leave Payment will be divided into twelve (12) substantially equal
installments, with the first installment being paid on the Company’s first monthly pay date that
follows the Date of Termination and the remaining eleven (11) installments being paid on the
Company’s monthly pay dates that follow thereafter; provided, however, the Company shall have
no obligation to provide Garden Leave Payments in the event that the Executive breaches any of
the terms of part (a) of this Annex I.

(c) During the Restrictive Period, the Executive also shall not directly or indirectly
solicit any employees, contractors, vendors, suppliers or customers of the Company or any of its
affiliates to cease to be employed by or otherwise do business with the Company or any of its
affiliates, or to reduce the same, or to be employed or otherwise do business with any Restricted
Business.  Notwithstanding any provision of this Annex I to the contrary, the Executive may own
up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses.
If any court determines that any of the provisions of this Annex I are invalid or unenforceable, the
remainder of such provisions shall not thereby be affected and shall be given full effect without 





	
	
ANNEX I
- 2 -
regard to the invalid provisions. If any court construes any of the provisions of this Annex I, or
any part thereof, to be unreasonable because of the duration of such provision or the geographic
scope thereof, such court shall have the power to reduce the duration or restrict the geographic
scope of such provision and to enforce such provision as so reduced or restricted.  Notwithstanding
the  foregoing  or  any  other  provision  of  this Annex  I,  nothing  in  this Annex  I shall  limit  the
Executive’s ability to perform services in any capacity or invest in any of the following: (I) money
management  firm;  (II)  investment  partnership;  (III)  investment  or  private  equity  firm;  or  (IV)
private equity or other investment fund; except that if any such firm, partnership or fund referenced
in subsections (I) through (IV) contemplates or makes direct investments in the Partnership Group
or in any Restricted Business, the Executive must recuse himself and may not personally, in any
respect, be actively involved, actively participate, or directly invest, and must fully comply with
the provisions of this Annex I.

The Executive expressly acknowledges and agrees that he had sufficient time (and at least
ten business days) to consider the terms of this Annex I before entering into this Agreement.

Any restrictions on the Executive otherwise prohibited under this Annex I may be waived
only by express written permission of the Conflicts Committee of the Board.
 





	
	

EXHIBIT A

Short-Term Incentive Plan

Performance Period: January 1, 2022 through December 31, 2022.

Target STIP Amount: $225,000

The Executive will be eligible to earn an amount ranging from 0% to 200% of the Executive’s
Target STIP Amount set forth above. Fifty percent (50%) of the Target STIP Amount shall be
subject to the level of achievement by Global Partners LP (the “Partnership”) with respect to a
performance metric focused on EBITDA for the Performance Period set forth above.

 “EBITDA” means, for the Performance Period, the Partnership’s earnings before interest, taxes,
depreciation, and amortization.

In  respect  of  the  EBITDA  performance  metric,  the  Executive  will  earn  an  amount,  if  any,  as
determined  in  accordance  with  the  table  below  (the  “Earned  Amount”).  The  Compensation
Committee (the “Committee”) of the Board of Directors will review, analyze and certify EBITDA
for the Performance Period. In addition, the Committee will have the discretion to adjust EBITDA
to account for unusual, one-time factors that occurred during the Performance Period.

EBITDA Performance Level (% of
Target level)
Earned Amount (% of
Target STIP Amount)

Fifty percent (50%) of the Target STIP Amount shall be subject to a discretionary performance
metric for the Performance Period. In respect of the discretionary performance metric, the Earned
Amount,  if  any,  will  be  determined  in  the  sole  discretion  of  the  Committee.  As  part  of  its
evaluation,  the  Committee  may  consider  factors  including  but  not  limited  to:  (i)  segment
performance  and  initiatives,  (ii)  M&A  execution,  (iii)  capital  spending  post  audit/review,  (iv)
individual performance, (v) execution of non-financial strategies and initiatives (such as ESG and
succession planning) and (vi) other factors identified by management to the Committee.

The Committee shall have final authority to make factual determinations, interpret any ambiguities
and resolve any and all issues with respect to the STIP and the determination of the Executive’s
Earned Amount.

Except as otherwise provided in the employment agreement to which this Exhibit A is attached or
as  otherwise  determined  by  the  Committee,  the  Earned  Amount  shall  only  be  payable  if  the
Executive remains continuously employed through the date on which the Earned Amount is paid.