Exhibit 10.49


 


FIRST AMENDMENT TO


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


Greg L. Armstrong


 


This First Amendment to Amended and Restated Employment Agreement (the “Amendment”)
is made as of the 4th day of December between
Plains All American GP LLC, a Delaware limited liability company (the “Company”)
and Greg L. Armstrong (“Employee”).


 


WHEREAS, on June 30, 2001, the Company and Employee entered into
that certain Amended and Restated Employment Agreement (the “Agreement”); and


 


WHEREAS, the Company and Employee desire to amend the Agreement to
comply with certain provisions of Section 409A of the Internal Revenue
Code of 1986, as amended;


 


NOW THEREFORE, in consideration of the premises and mutual covenants
and agreements contained herein and in the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee do hereby agree as follows:


 


1.             Section 7(f) of
the Agreement is hereby amended by adding the following sentence at the end
thereof:


 


“As used in this Agreement, a termination of
the Employee’s employment means a “separation from service,” for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).”


 


2.             Section 8(a) of
the Agreement is hereby amended by adding the following sentence at the end
thereof:


 


“Such death benefit shall be paid as soon as reasonably practical and in
all events by the end of the year of the Employee’s death or, if later, within
21⁄2 months following his date of death.”


 


3.             Section 8(b) of
the Agreement is hereby amended to read in full as follows:


 


“(b)        During
any period that the Employee fails to perform his duties hereunder as a result
of disability (as defined in Section 409A of the Code) the Employee shall
continue to receive his full Base Salary at the rate then in effect prior to
the date of such disability until the Date of Termination if the Employee’s
employment is terminated pursuant to Section 7(b) hereof.”


 


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4.             Section 8(g) of
the Agreement is hereby amended by adding the following sentence at the end
thereof:


 


“In all events, the Company’s reimbursement
of the Employee for payment of such excise tax shall be made as soon as
practicable following its payment and in no event later than ten days following
the date the Employee remits such excise tax to the proper governmental agency.”


 


5.             Section 9(a) of
the Agreement is hereby amended by replacing the second sentence thereof with
the following:


 


“Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall constitute a Good Reason event under Section 7(d).”


 


6.             Other than as
amended hereby, the Agreement remains in full force and effect.


 


IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.


 


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAINS ALL AMERICAN GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tim Moore

  
	
   

  	
   

  	
  Name:

  	
  Tim Moore

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Greg L. Armstrong

  
	
   

  	
   

  	
  Greg L. Armstrong

  
					



 


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