Exhibit 10.52


 


AGREEMENT AND RELEASE


 


This Agreement and Release (“Agreement”) is between Barry R. Pearl (“EMPLOYEE”)
and Texas Eastern Products Pipeline Company, LLC (“COMPANY”).


 


WITNESSETH


 


1.             Whereas,
EMPLOYEE and COMPANY entered into an employment agreement on February 12,
2001 (hereinafter “Employment Agreement”), and various supplemental
agreements dated February 23, 2005, June 1, 2005 (hereinafter
mutually called the “Supplemental Agreements”).


 


2.             Whereas, EMPLOYEE
is retiring from the COMPANY effective December 31, 2005, subject to Section 1
below.


 


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


 


4.             Whereas, EMPLOYEE,
during his employment had access to trade secrets and/or proprietary and
confidential information belonging to the COMPANY.


 


5.             Whereas, EMPLOYEE
and COMPANY desire to clarify EMPLOYEE’s obligations with respect to any trade
secrets and/or proprietary and confidential information acquired during
EMPLOYEE’s employment.


 


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


 


7.             Whereas, EMPLOYEE
desires to release any claims or causes of action EMPLOYEE may have arising
from EMPLOYEE’s employment with, or his retirement from the COMPANY, including
any claims or causes of action arising out of his Employment Agreement or
Supplemental Agreement.


 


Now, therefore, for and in consideration of the mutual covenants and
promises hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, EMPLOYEE and the
COMPANY hereby agree:


 


1

















 


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


 


A.            COMPANY agrees to
pay EMPLOYEE the lump sum amount of $1,512,326.58 less legal standard
deductions. This amount represents three (3) times EMPLOYEE’s base salary
plus three (3) times his target bonus. The payment will be made within
seven (7) days after the expiration of the EMPLOYEE’s revocation option in
Section 5(C) below.


 


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


 


C.            COMPANY agrees that
EMPLOYEE shall receive (less applicable legal standard deductions in each case,
if any) an amount of $49,683.80, as liquidated unused vacation days and the
following payments pursuant to the following plans:


 


1.             COMPANY’s 2000 Long
Term Compensation Plan: $325,322.00


 


2.             COMPANY’s
Management Incentive Compensation Plan: 
EMPLOYEE shall be paid his MICP bonus for 2005, determined as per the
terms of the plan document (as applicable to all other participants), provided
that the personal performance portion (25% of total bonus at the target award
level) shall be determined as equal to the target.  Payment shall occur as and when 2005 MICP
payments are made generally.


 


D.            COMPANY agrees that
EMPLOYEE shall also receive all amounts accrued for the benefit of EMPLOYEE,
which, except as otherwise provided below, shall be payable (if not already
paid) as soon as administratively possible after December 31, 2005,
pursuant to the following plans, subject to EMPLOYEE’s (and his spouse’s, if
applicable) completion of all necessary election forms and documentation which
may be required. All such amounts accrued 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 his entire benefit
under the COMPANY’s Supplemental Benefit Plan, notwithstanding any prior
election regarding the form of such benefit payment which EMPLOYEE may have
made.


 


1.             COMPANY’ s
Retirement Cash Balance Plan; and


 


2.             COMPANY’s
Supplemental Benefit Plan


 


The benefit under the Company’s Supplemental
Benefits Plan will be paid before December 31, 2005.


 


 E.            COMPANY acknowledges and agrees that
EMPLOYEE shall remain covered by COMPANY’S or any affiliates’, as applicable,
Directors and Officers Errors and Omissions Liability Insurance on the same
basis as applicable to other officers of the Company (or any successor) in
regard to claims pertaining to the time when EMPLOYEE was employed by the


 


2

















 


COMPANY or was a director of the
Company.  EMPLOYEE shall continue to be
indemnified by the COMPANY, or any affiliates thereof as applicable, in regard
to any claims pertaining to the time when EMPLOYEE was employed by or a
director of the COMPANY, on the same basis as in effect immediately prior to
his termination.


 


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
from the COMPANY, including any rights to severance benefits under the
Employment Agreement or Supplemental Agreement.


 


Section 3.                                            Retirement.
EMPLOYEE agrees that his retirement date is December 31, 2005.


 


Section 4.               Release.
Except for obligations of the COMPANY created in this Agreement, EMPLOYEE
hereby releases and discharges the COMPANY and all affiliated companies, and
their officers, directors, employees, agents, attorneys, and insurers, from any
and all claims, demands and causes of action arising from his employment at the
COMPANY or such affiliate and his retirement 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 writing by virtue of this AGREEMENT that he has the right
to seek legal counsel before signing this AGREEMENT.


 


B.           He
has been given twenty-one (21) days within which to consider the waivers
included in this AGREEMENT. If EMPLOYEE chooses to sign the AGREEMENT at any
time prior to that date, it is agreed that EMPLOYEE signs willingly and
voluntarily and expressly waives his
right to wait the entire twenty-one (21) day period as provided in the law.


 


C.           EMPLOYEE
has seven (7) days after signing this AGREEMENT to revoke
it. This Agreement will not become effective or enforceable until the
revocation period has expired. Any notice of revocation 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 by the close of business at
4:30 p.m. on the seventh (7th)
day after the signing of this AGREEMENT.


 


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


 


Section 6.               Proprietary
and Confidential Information. EMPLOYEE agrees and acknowledges that,
because of his employment with the COMPANY, he has acquired information
regarding the COMPANY’s trade secrets and/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 acquired during his employment with
the COMPANY unless such information has ceased to be confidential other than
through an action of the Employee in violation of this paragraph. EMPLOYEE
agrees that in the event of an actual breach by EMPLOYEE of the provisions of
this paragraph, the COMPANY shall be entitled to inform all potential or new
employers of this AGREEMENT.


 


3

















 


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


 


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


 


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


 


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


 


B.            to the extent as may
be compelled by legal process;


 


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


 


D.            to the extent
necessary to enforce or comply with this AGREEMENT.


 


Section 10.             Non-disparagement.
EMPLOYEE and the COMPANY shall jointly draft a press release regarding
EMPLOYEES retirement, which release shall be reasonably acceptable to EMPLOYEE;
provided, however, the COMPANY
reserves the right to timely comply with applicable securities laws regarding
said press release in the event the EMPLOYEE and COMPANY fail to mutually
agree. EMPLOYEE agrees that he will not disparage, criticize, condemn or impugn
the business or personal reputation or character of the COMPANY or any
affiliated company, or any present or former COMPANY employees or board
members, or any employees or board members of any affiliated companies, or any
of the actions which are, have been or may be taken by the COMPANY with respect
to or based upon matters, events, facts or circumstances arising or occurring
prior to the date of execution of this AGREEMENT. In response to inquiries by
potential employers, EMPLOYEE may respond that he retired. Further inquiries by
a potential employer shall be met with advice of the dates of EMPLOYEE’s
employment, his job title and functions in factually accurate terms.  Any such response shall be consistent with
the press release.  The COMPANY shall
have no obligation to respond to any inquiries from prospective employers
unless they are made in writing and addressed specifically to the COMPANY and
in response to such inquiries shall not be obligated to provide any information
other than to confirm dates of employment and job title. COMPANY shall not make
any unfavorable or unflattering statements about the EMPLOYEE. COMPANY agrees
that it will not disparage, criticize, condemn or impugn the business or
personal reputation or character of the EMPLOYEE.


 


Section 11.             Cooperation.
EMPLOYEE shall cooperate with the COMPANY to the extent reasonably required by
the COMPANY in all matters relating to the winding up of his pending work on
behalf of the Company and the orderly transfer of any such pending work.
COMPANY hereby agrees to indemnify EMPLOYEE in connection with all such lawful actions which EMPLOYEE
shall take after the effective date hereof in performing such cooperation
requested by


 


4

















 


the COMPANY. EMPLOYEE agrees to immediately notify the COMPANY, if he is
served with legal process to compel him to disclose any information related to
his employment with the Company, unless prohibited to do so by law.


 


Section 12.             Documents.
EMPLOYEE agrees to deliver at the termination of employment all correspondence,
memoranda, notes, records, data, or information, analysis, or other documents
and all copies thereof, including information in electronic form, which are
related in any manner to the past, present or anticipated business of the
COMPANY or its affiliated companies.


 


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


 


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


 


Barry R. Pearl


[Address]


 


The date of any such notice and of such service thereof shall be deemed
to be the date of mailing. Each party may change its address for the purpose of
notice by giving notice to the other in writing.


 


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


 


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


 


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


 


5

















 


IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED
THIS AGREEMENT AND RELEASE AS OF DECEMBER 31, 2005.


 


	
   

  	
  By:

  	
  /s/ BARRY R. PEARL

  	
   

  
	
   

  	
   

  	
  Barry R. Pearl

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DATE:

  	
  December 30, 2005

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TEXAS EASTERN PRODUCTS PIPELINE

  COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES C. RUTH

  	
   

  
	
   

  	
  Name:

  	
  /s/ James C. Ruth

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATE:

  	
  December 30, 2005

  	
   

  
												



 


6