Exhibit 10.2


 


AGREEMENT AND
RELEASE


 


This Agreement and Release (“Agreement”) is
between Charles H. Leonard (“EMPLOYEE”) and Texas Eastern Products Pipeline
Company, LLC (“COMPANY”).


 


WITNESSETH


 


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


 


2.                                       Whereas, EMPLOYEE is retiring
from the COMPANY effective July 8, 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:


 


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 $935,250.00 less legal standard
deductions.  This amount represents three
(3) times EMPLOYEE’s base


 


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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 $27,702.00 as liquidated unused vacation days and the following
payments pursuant to the following plans:


 


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


 


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


 


3.                                       COMPANY’s Management Incentive
Compensation Plan:  All amounts have been
included in the amount specified in Section 1.A above.


 


D.                                    COMPANY agrees that EMPLOYEE
shall also receive all amounts accrued for the benefit of EMPLOYEE, which shall
be payable as soon as administratively possible after July 8, 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


 


E.                                      COMPANY acknowledges and agrees
that EMPLOYEE shall remain covered by COMPANY’S Directors and Officers Errors
and Omissions Liability Insurance in regard to legal proceedings EMPLOYEE may
become a party to on legal matters pertaining to the time when EMPLOYEE was
employed by the COMPANY.


 


Section  2.                                         Prior Rights and Obligations.  Except as provided for in this Agreement,
this Agreement extinguishes all rights, if any, which EMPLOYEE may have,
contractual or otherwise, relating to his employment with, or retirement 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 July 8,
2005.


 


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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. 
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.


 


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.


 


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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.


 


Section  10.                                   Non-disparagement. EMPLOYEE shall not make any
unfavorable or unflattering statements about the COMPANY including, but not
limited to, comments about the conduct of other employees or board members of
the COMPANY or its affiliated companies. 
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.  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 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


 


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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:


 


Charles H. Leonard


 


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.


 


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


 


 


	
  By:

  	
  /s/ CHARLES H. LEONARD

  	
   

  	
  July 11, 2005

  	
   

  
	
   

  	
       Charles H. Leonard

  	
   

  	
  DATE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TEXAS EASTERN PRODUCTS

  	
   

  	
   

  
	
  PIPELINE COMPANY, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ BARRY R.
  PEARL

  	
   

  	
  July 11, 2005

  	
   

  
	
  Name:   Barry R. Pearl

  	
  DATE

  	
   

  
	
  Title

  	
  President and Chief Executive Officer

  	
   

  	
   

  
						



 


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