Exhibit 10.1


 


Execution Version


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is made as of September 1, 2021, by and between Global GP LLC, a Delaware limited liability
company (the “Company”), and Gregory B. Hanson (the “Executive”).


 


WHEREAS, the Company
employs the Executive as the Chief Financial Officer of the Company and the Executive also serves as the Chief Financial 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 mutually desire to agree upon the terms of the Executive’s continued employment by the Company, and to agree as
to certain benefits of such employment.


 


NOW, THEREFORE, in
consideration of the mutual promises, covenants and obligations set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:


 


1.            Employment
and Term of Employment.  Effective as of September 1, 2021 (the “Effective Date”) and continuing for
the period of time set forth herein, the Executive’s employment by the Company shall be subject to the terms and conditions of this
Agreement. Unless sooner terminated pursuant to other provisions herein, the Company agrees to employ the Executive for the period beginning
on the Effective Date and ending on December 31, 2021 (the “Initial Term”). In the event that the Company and
the Executive renew this Agreement for one or more additional periods, each of the Initial Term and any renewal periods shall be referred
to collectively as the “Term.”


 


2.            Position
and Duties.  During the Term, the Company shall employ the Executive as the Chief Financial 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
Executive Officer and President of the Company in connection with the Executive’s service as chief financial officer of the Company.
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.  During the Term, the Executive shall devote such of his working time, attention, energies and business efforts to
his duties and responsibilities as the Chief Financial Officer of the Company as are reasonably necessary to carry out the duties and
responsibilities generally pertaining to that office.  During the Term, the Company and the Executive agree that with the prior approval
of the Board, the Executive may engage in other business activities that do not conflict with the business and affairs of the Company
or interfere with the Executive’s performance of his duties and responsibilities hereunder.


 






     


     


    

 


4.            Duty
of Loyalty; Indemnification.


 


(a)            The
Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty to act at all times in the best interests of the
Company.  In keeping with such duty, the Executive shall make full disclosure to the Company of all business opportunities that come
to his attention pertaining to the business of the Company or any of its subsidiaries and shall not act upon or appropriate for the Executive’s
own benefit business opportunities concerning the business of the Company or any of its subsidiaries without the express written permission
of the Board.


 


(b)            The
Company shall indemnify the Executive to the extent permitted by the Company’s fourth amended and restated limited liability company
agreement, as may be amended from time to time, and by applicable law, against all reasonable costs, charges and expenses, including,
without limitation, reasonable attorneys’ 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 its affiliates. In connection with the foregoing, the Executive will be covered under any liability
insurance policies that protect other officers of the Company or its affiliates, 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 Financial Officer of the Company, 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 receive a monthly base salary of Thirty-Three Thousand Three Hundred Thirty-Three
and 34/100 ($33,333.34) Dollars (an annualized rate of Four Hundred Thousand Dollars ($400,000.00)). The Executive’s base salary,
as established in accordance with this paragraph 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.


 


(b)            Bonus. 
From time to time during the Term, the Executive may be eligible to receive a cash bonus (a “Bonus”) in an amount to
be determined at the discretion of the Compensation Committee. Each Bonus hereunder 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)            The
Executive shall participate in the annual short-term incentive compensation plan set forth in the attached Exhibit A (the
 “Short-Term Incentive Plan” or “STIP”) in respect of the Executive’s services as Chief Financial
Officer of the Company during the final four months of 2021, on the same general basis as the other executive officers of the Company.


 






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(ii)            The
Executive also shall participate in the long-term incentive compensation plan set forth in the attached Exhibit B (the “Long-Term
Incentive Plan”), in respect of the Executive’s services as Chief Financial Officer of the Company during the final four
months of 2021, on the same general basis as the other executive officers of the Company, but, notwithstanding anything to the contrary
set forth herein or in Exhibit B, the terms and the economic level of the Executive’s participation in the Long-Term
Incentive Plan shall be determined by the Compensation Committee, in its discretion.


 


(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 during the Term, he (or his estate) shall be paid on the
Date of Termination (i) all amounts of Base Salary due and owing up through the Date of Termination, (ii) any earned but unpaid
Bonus, (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, 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. 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 Executive.  During the Term, 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:


 






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(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 Short-Term Incentive Plan as set forth on attached Exhibit A
for the fiscal year including the Date of Termination, multiplied by 200%, plus


 


(iv)          the
Executive’s interests in the Company’s long-term incentive plans, including, but not limited to, (a) the pro-rated cash
incentive amount, if any, earned under the Long-Term Performance-Based Cash Incentive Plan, as determined by the Compensation Committee,
and (b) the amounts of cash and/or securities due as a result of the automatic vesting of the Executive’s interests in grants
that have been awarded to the Executive under the Global Partners LP Long-Term Incentive Plan and the Global Partners LP 2018 Long-Term
Cash Incentive Plan, to the extent accelerated vesting is not prohibited under the vesting provisions of the then awarded and unvested
grants, plus


 


(v)          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.


 


(c)            Termination
by the Company Without Cause or by the Executive for Reasons Constituting Constructive Termination.  During the Term, the Executive’s
employment hereunder may be terminated by the Company without Cause or by the Executive for reasons constituting Constructive Termination.
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


 


(iii)          an
amount equal to the target incentive amount under the then applicable Short-Term Incentive Plan as set forth on attached Exhibit A
for the fiscal year including the Date of Termination, multiplied by 200%, plus


 


(iv)          the
Executive’s interests in the Company’s long-term incentive plans, including, but not limited to, (a) the pro-rated cash
incentive amount, if any, earned under the Long-Term Performance-Based Cash Incentive Plan, as determined by the Compensation Committee,
and (b) the amounts of cash and/or securities due as a result of the automatic vesting of the Executive’s interests in grants
that have been awarded to the Executive under the Global Partners LP Long-Term Incentive Plan and the Global Partners LP 2018 Long-Term
Cash Incentive Plan, to the extent accelerated vesting is not prohibited under the vesting provisions of the then awarded and unvested
grants, plus


 






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(v)           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


 


(vi)         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) (“Covered
Payments”) 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 pay to the Executive, no later than the
time the Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount (the “Gross-up Payment”)
equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position
(taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise
Tax and any income and employment taxes imposed on the Gross-up Payment)) that he would have been in if the Executive had not incurred
any tax liability under Section 4999 of the Code.  Any determination required under this Section 7(c)(vi), 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)(vi).
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.


 


(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.


 






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(e)            Nonrenewal
of the Agreement. If the Executive does not continue to serve as the Company’s Chief Financial Officer following the expiration
of this Agreement pursuant to a different employment agreement with the Company, 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 shall
also 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 or any of its subsidiaries (including the unauthorized disclosure of any material secret, confidential and/or proprietary
information, knowledge or data of the Company 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, 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.


 






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(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 President and Chief Executive 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 his 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 one year following the notice of the existence of the condition(s) constituting
a Constructive Termination hereunder. For purposes of clarification, Constructive Termination shall not include a change in reporting
structure as a result of the Company becoming a subsidiary of an unrelated entity, including, without limitation, a change whereby the
Executive is not the chief financial officer of the acquiring or parent entity or must report to the chief financial officer of a currently
unaffiliated parent corporation or entity.


 


(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 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.


 






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(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 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.


 






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(k)            Non-disparagement.
Each of the Company and the Executive agree 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 Financial Officer of the Company including serving as the Chief Financial 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.  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.


 






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(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 except as provided in Section 7(c) above, 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. 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.


 






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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, together with (i) the attached Annex I, Exhibit A
and Exhibit B 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, March 23, 2020 and March 11, 2021, as amended by the next
succeeding sentence, 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 (a) the restrictions on non-disclosure of information set forth
in Section 9 herein shall complement and be in addition to (and, for the avoidance of doubt, shall not supersede or replace) any
other restrictions upon Executive with respect to non-disclosure, and (b) the restrictions on non-competition and non-solicitation
set forth in Annex I hereto shall supersede and replace any other non-competition or non-solicitation restrictions set forth in
any previous agreement between Executive and the Company or any of its affiliates including, without limitation, any agreements that are
referenced in the preceding sentence (other than this Agreement) or that concern previously granted long-term incentive awards. Subject
to the preceding sentences, 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 herein shall be deemed to invalidate
the grant of any long-term incentive plan awards pursuant to any prior agreements between the Executive and the Company or any agreement
by 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.


 






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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


 






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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.           Headings. 
The section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK]




 






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IN WITNESS WHEREOF, the parties
have executed this Agreement as of September 1, 2021.


 


	 	 	GLOBAL GP LLC
	 	 	 
	 	 	By:	/s/ Eric Slifka
	 	 	 	Eric Slifka

President & CEO
	 	 	 	 
	 	 	Date:	09/30/21
	 	 	 	 
	 	 	 	/s/ Gregory B. Hanson
	 	 	 	GREGORY B. HANSON
	 	 	 	 
	 	 	Date:	09/30/21



 


[Signature Page to Hanson Employment Agreement
effective as of 9-1-21]


 






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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 Executive’s death or a
termination of 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 Executive is employed by the Company or any of its affiliates, or (b) is preparing to become engaged as of the
time that 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.


 






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(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 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 herself 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
of Directors of the Company.


 






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EXHIBIT A


 


Short-Term Annual Cash Incentive Plan


 


The Executive shall participate in (i) the
2021 short-term cash incentive plan described below with respect to his service as Chief Financial Officer during the final four months
of 2021, and (ii) in the event of a renewal term under the Agreement to which this Exhibit A is attached, the Executive
also shall participate in the then applicable short-term cash incentive plan for the year covered by such renewal term.


 


During the first calendar quarter of 2021, the
Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) established (a) threshold
financial metrics required to be met for any cash incentive amount to be awarded under the 2021 STIP in respect of calendar year 2021
(the “financial metrics”), and (b) a discretionary cash component for the amount of the cash incentive (if any)
to be awarded under the 2021 STIP regardless of whether the financial metrics threshold are or are not met or exceeded. The targets, metrics
(including any thresholds) and discretionary component established by the Compensation Committee are set forth in a payout grid for the
2021 STIP. The 2021 STIP design provides that 50% of the cash incentive amounts (if any) earned for 2021 will be determined by the Compensation
Committee based upon the Partnership’s achievement of the financial metrics, and 50% of the cash incentive amounts (if any) for
2021 will be determined at the discretion of the Compensation Committee. Under the 2021 STIP, the Executive’s “award target”
cash incentive amount is 75% of his Base Salary, and his 2021 maximum cash incentive amount is 150% of his Base Salary.


 


During the first calendar quarter of each year
following 2021 in which this Agreement is in effect, the Compensation Committee shall establish (a) threshold financial metrics required
to be met for any cash incentive amount to be awarded under the STIP in respect of calendar year, and (b) a discretionary cash component
for the amount of the cash incentive (if any) that will be awarded under the STIP for such calendar year regardless of whether the financial
metrics threshold are or are not met or exceeded. The targets, metrics (including any thresholds) and discretionary component established
by the Compensation Committee shall be set forth in a payout grid for the applicable year. The STIP design for the applicable calendar
year shall be developed by the Compensation Committee in consultation with its compensation consultant.


 


Awards under any STIP provided hereunder, if applicable,
shall be paid within 21⁄2 months of the end of the calendar year to which the STIP applies; provided, however, that if the
Partnership has not completed its audited consolidated financial statements within 21⁄2 months of the end of that fiscal year, the
award shall be paid within 5 business days following completion of the Partnership’s audited consolidated financial statements for
such fiscal year, but in no event later than September 30 of the year following the end of the applicable fiscal year; and further
provided, that any such payment shall be made in a manner that is either exempt from, or in compliance with, Section 409A 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 (collectively, “Section 409A”).


 






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EXHIBIT B


 


Methodology for Determining Availability
of Awards





to Executive Officers under Long-Term Incentive
Plan(s)


 


It is the Company’s
intention to grant long-term incentive awards to the Company’s executive officers and certain other officers and employees on an
annual basis, provided that the Partnership’s financial performance is satisfactory, in the sole discretion of the Compensation
Committee.


 


In determining whether,
and to what extent and amount, an award is available for an executive officer for a particular year, the Compensation Committee will use
the methodology described below.


 


		A.	The Compensation Committee will start with the then 5-year average of total
direct compensation for the executive officer’s position across the peer group of companies developed by the Compensation Committee’s
compensation consultant (the “Applicable TDC”). This will be calculated by the Compensation Committee’s compensation
consultant at the 10th percentile, the 25th percentile, the median, the average, the 75th percentile
and the 90th percentile.



 


		B.	The Compensation Committee will then subtract from the Applicable TDC:



 


		(i)	The executive officer’s annual Base Salary for the year for which performance is being evaluated
for the proposed award (the “Performance Year”); plus



 


		(ii)	The greater of (a) the executive officer’s STIP target for the Performance Year, or (b) the
executive officer’s earned STIP award in respect of the Performance Year; plus



 


		(iii)	The sum of all amount(s) under any short-term bonus and/or other incentive plan(s) that were
earned by the Executive for the Performance Year, which amounts shall not include: (a) any amounts included in Subsection B.(ii) above,
(b) any amounts attributable to the August 2017 LTIP Unit grants to the Executive, or (c) any portion of the Long-Term
Cash Incentive Plan Award granted to the Executive with respect to fiscal year 2021 on March 11, 2021.



 


The
difference remaining after the subtraction from the Applicable TDC of the amounts described in Subsections B.(i) through B.(iii) above
is the “Maximum Available Award Amount” for such executive officer under the long-term incentive plan in respect of the Performance
Year.


 


		C.	The Compensation Committee will compare the Partnership’s performance
during the Performance Year against the performance of the Partnership’s peer group of companies for such year, and adjust the Maximum
Available Award Amount for such executive officer to reflect the Partnership’s relative performance. For example, if the Partnership’s
performance is at the median level as compared against the peer group of companies, then the Compensation Committee would consider awarding
the median amount of the executive officer’s Maximum Available Award Amount, taking into account the executive officer’s personal
performance for such year.



 


		D.	The terms of the long-term incentive award, including without limitation
the form of award (cash, stock, phantom units or other), the vesting period and schedule, the form of grant agreement, etc., in all
respects would be determined by the Compensation Committee in its sole and exclusive discretion.



 






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