Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”) effective as of December 31, 2008 (the “Effective
Date”), by and between Global GP LLC, a Delaware limited liability company
(the “Company”), and Eric S. Slifka (the “Executive”).


 


WHEREAS, the Company
employs the Executive as the Company’s President and Chief Executive Officer;
and


 


WHEREAS, the Company
and the Executive intend that this Agreement shall amend, restate, and
supersede the Employment Agreement between the Company and the Executive dated October 4,
2005 (the “October 2005 Agreement”); 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, for
and in consideration of the mutual promises, covenants and obligations
contained herein, the sufficiency of which the Company and the Executive each
acknowledge, the Company and the Executive hereby agree as follows:


 


1.             Employment and Term of
Employment.  Subject to the terms of
this Agreement, the employment term hereunder will commence on the Effective
Date and continue through December 31, 2011; provided that, commencing on January 1,
2012 (the “Renewal Date”), the term of the Executive’s employment by the
Company shall be automatically renewed so as to terminate on the date that is
thirty six (36) months from such Renewal Date, unless the Company or the
Executive provides the other with prior written notice of its or his desire not
to renew delivered in accordance with Section 20 (“Notice”) at
least ninety (90) days in advance of the Renewal Date. The Company and the
Executive agree to begin discussions concerning the renewal of this Agreement
in January 2011 with the objective of reaching a final agreement by the
end of June 2011. Notwithstanding the foregoing, 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.  The employment period as described herein is
referred to herein as the “Term.”


 


2.             Position and Duties.  During the Term, the Company shall employ the
Executive as the President and Chief Executive 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”)
in connection with the Executive’s general management and supervision of the
operations of the Company, reporting only to the Board.  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 his full time, attention, energies and
business efforts during normal business hours to his duties and 


 

















 


responsibilities as the President and Chief
Executive Officer of the Company.   During the Term, except as otherwise
restricted by that Omnibus Agreement, dated as of October 4, 2005, among
the Company, Global Partners LP, a Delaware limited partnership (the “Partnership”),
the Executive and certain other parties thereto (the “Omnibus Agreement”),
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
interfere with the Executive’s performance of his duties and responsibilities
hereunder.  Additionally, Section 2.1
of the Omnibus Agreement shall apply to the Executive upon separation of
service from the Company pursuant to Section 7(c), Section 7(d) and
Section 7(e) hereof, and in each case, said Section 2.1 shall
continue until the first anniversary of the Date of Termination (as defined in Section 7(i) hereof).


 


4.             Duty of Loyalty.


 


(a) The
Executive acknowledges and agrees that the Executive owes a fiduciary duty of
loyalty to act in the best interests of the Company. 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 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 or
any of its subsidiaries, except as otherwise permitted by the Omnibus Agreement
or as consented to in writing by the Board of Directors of the Company.


 


(b) The
Company shall indemnify the Executive to the extent permitted by the Company’s
limited liability agreement, as amended 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
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. In connection with
the foregoing, the Executive will be covered under any liability insurance
policy that protects the other officers of the Company.


 


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 President and Chief
Executive 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 be entitled to an annual base salary of
$800,000, subject to increase as of each January 1 as determined by the
Compensation Committee of the Board (the “Compensation Committee”). 
The Executive’s base salary, as from time to time 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.


 


2

















 


(b)           Bonus. 
During the Term, the Executive may be eligible to receive a cash bonus (a “Bonus”),
payable annually, no later than 2 1⁄2 months after each fiscal year end in an
amount to be determined at the discretion of the Compensation Committee.


 


(c)           Incentive
Compensation.  The Executive shall
participate in the annual short-term incentive compensation plan set forth in
attached Exhibit A (the “Short-Term Incentive Plan”) , and shall
participate in the long-term incentive compensation plans set forth in attached
Exhibits B and C and may as determined by the Compensation Committee be
eligible to participate in any other incentive plans in which management
employees may participate.


 


(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, pension, 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, and consistent with
past practice, the Company also will provide the Executive those additional
fringe benefits as have been disclosed as Other Compensation in the Summary
Compensation Table included in the Form 10-K filed with the SEC by Global
Partners LLP for the year ended December 31, 2007. Additionally, the
Executive shall be eligible to receive such other benefits as may be approved
by the Compensation Committee.


 


(f)            Vacation. 
During the Term, the Executive shall be eligible for 25 days of paid vacation
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 (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 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) personal
computer and laptop computer; (ii) cellular telephone(s), including the
then current telephone numbers for such telephones; and (iii) Blackberry
device. The Company will also maintain the Executive’s e-mail account and
provide Executive with access to, and control over, the e-mail account for a
period of no less than six months following termination of employment. Promptly
following the Date Termination, Executive shall return to the Company all
confidential and proprietary information of the Company in his possession.


 


3

















 


(b)           Termination
Due to the Death or Disability of Executive.  The Executive’s employment
hereunder shall be terminated automatically upon the death or Disability of the
Executive.  The Company shall pay to
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 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, the
Executive’s interests in the incentive compensation plans established pursuant
to Section 6(c) above and as further described on attached Exhibits B
and C, will automatically vest in accordance with the vesting provisions of the
plans, plus


 


(v)           the Company will continue the monthly
payment of all group health, dental, life, disability, vision and similar
insurance premiums on behalf of the Executive and his spouse and dependents, if
any, for 24 months following the Date of Termination.


 


(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.  The Company shall pay 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%
(provided, however, that this multiplier shall be 300% if the Executive
terminates his employment for reasons constituting Constructive Termination and
such termination occurs within 12 months following a Change in Control) 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% (provided, however, that this multiplier shall
be 300% if the Executive terminates his 


 


4

















 


employment for reasons constituting
Constructive Termination and such termination occurs within 12 months following
a Change in Control) plus


 


(iv)          all of the Executive’s interests in
the Company’s long-term incentive plans, including, but not limited to, the
Executive’s interests in the incentive compensation plans established pursuant
to Section 6(c) above and as further described on attached Exhibits B
and C, will automatically vest in accordance with the vesting provisions of the
plans, plus


 


(v)           the Company will continue the monthly
payment of all group health, dental, life, disability, vision and similar
insurance premiums on behalf of the Executive and his spouse and dependents, if
any, for 24 months following the Date of Termination.


 


If the Executive terminates his employment
for reasons of Constructive Termination, but such termination does not occur
within 12 months following a Change of Control, and Executive secures
employment within twelve months of the Date of Termination, Executive shall
repay to the Company one-half of the cash received from the Company pursuant to
Sections 7(c)(ii) and (iii).


 


(d)           Termination
by the Company for Cause.  The Company’s Board of Directors may
terminate the Executive’s employment hereunder for Cause, in which case on the
Date of Termination, the Executive will receive payment of the Accrued
Obligations.  Notwithstanding any
provision herein to the contrary, prior to a termination for Cause, the
following shall apply:  (i) the
Company will provide notice to the Executive setting forth its intention to
terminate the Executive for Cause, describing in detail the nature of the
circumstances that support such determination, and the date and time
established for a hearing before the Board, which hearing shall be not less
than fifteen (15) business days from the date of such notice, (ii) the
Executive will have the right to be heard by the Board, and the Executive shall
be entitled to representation by counsel at such hearing, provided, however,
that such counsel shall be subject to limitations on direct interaction with the
Board members during such hearing as such limitations are established by the
Board and provided to the Executive with the notice of the hearing, and (iii) following
such hearing, the Board may authorize a termination of the Executive’s
employment for Cause only with a 2/3 majority vote of the full Board. If the
Executive retains counsel for the hearing with the Board, and the Board does
not terminate Executive for Cause within five business days following the
hearing, the Company shall promptly reimburse the Executive for any legal fees
and expenses incurred by him in connection with such a hearing.


 


(e)           Voluntary
Termination by the Executive for Reasons other than Constructive Termination.   If the Executive elects to voluntarily
terminate his employment under this Agreement for reasons other than
Constructive Termination, the Executive shall provide the Company with 90 days
advance written notice of his intention to terminate his employment with the
Company.  On the Date of Termination the
Company shall pay to the Executive all Accrued Obligations.  Additionally, the Executive shall be entitled
to continue to 


 


5

















 


participate in the Company’s health insurance benefit plans in
accordance with COBRA or any other applicable laws and regulations.


 


Upon five days prior written notice to the
Executive, the Company may waive the remaining portion of the required 90-day
notice period and terminate the Executive’s employment without such action
resulting in the Company being subject to the obligations of Section 7(c) of
this Agreement.


 


(f)            Nonrenewal of the Agreement.  If the Agreement is not renewed by the
Company at the end of the applicable term, and the Executive does not continue
to serve as the Company’s President and Chief Executive 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 100% of
the Executive’s then Base Salary.


 


(g)           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 the Omnibus Agreement.  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
Alfred Slifka, Richard Slifka or the Executive, or their respective family
members or entities they control, individually or in the aggregate, directly or
indirectly) acquires ownership of the membership interests of the Company that,
together with the membership interests of the Company already held by such
person, entity or group, constitutes more than 50% of the total fair market
value or total voting power of the membership interests of the Company;
provided, however, if any one person, entity or group is considered to own more
than 50% of the total fair market value or 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 holders immediately 


 


6

















 


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 Alfred Slifka, Richard Slifka or the Executive, or their
respective family members or entities they control, individually or in the
aggregate, directly or indirectly. 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, regulation and guidance thereto.


 


(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 Board, 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 or any
other agreement between the Executive and the Company or any affiliate, which
the Company has not cured within 30 days of notice of such breach.


 


(iv)          “Disability” shall mean a
physical or mental disability or impairment which (A) renders the
Executive, with or without reasonable accommodation, unable to perform the
essential functions of the office of President and CEO of the Company 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 six (6) 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 six (6) 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.


 


(h)           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 Constructive Termination by the Executive shall be given by the
Executive within 90 days of the initial existence of the condition upon which
the Constructive Termination is based.


 


7

















 


(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, the date specified in the Notice
of Termination, which date shall be in accordance with the timing rules set
out in (d), (e) 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.


 


(k)           Nonsolicitation
of Employees.  The Executive agrees
that for a period of one year following his Date of Termination he will not
solicit or induce any employee of the Company to terminate his/her employment
with, or otherwise cease his/her relationship with the Company.


 


(l)            Nondisparagement.  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.


 


8
















 


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 or a person to whom disclosure is reasonably necessary or appropriate
in connection with the performance by the Executive of his duties as the
President and Chief Executive Officer of the Company, 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 or
any of its subsidiaries and their respective businesses, the disclosure of
which he knows or should know will be damaging to the Company 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 sufficient remedy for
any breach of this Section 9 by the Executive, and the Company 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.


 


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 (including its subsidiaries) 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 the
equity 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 


 


9

















 


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.


 


14.           Entire Agreement.  The Company and the
Executive intend that this Agreement shall amend, restate, and supersede the October 2005
Agreement. This Agreement and the attached Exhibits 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.  Without limiting
the scope of 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 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, including without limitation
the Omnibus Agreement.


 


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.


 


10

















 


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.

Waltham, Massachusetts 02454-9161

Attention: General Counsel and the Chairman of the Board


 


with
a copy to:


 


Alan
P. Baden

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


 


with
a copy to:


 


Michael
A. Hickey


K &
L Gates LLP

One Lincoln Street

Boston, Massachusetts 02111


 


11

















 


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


 


12

















 


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


 


	
   

  	
  GLOBAL GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Hollister

  
	
   

  	
   

  	
  Thomas J. Hollister

  
	
   

  	
   

  	
  COO
  and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  ERIC S. SLIFKA

  
	
   

  	
   

  
	
   

  	
  /s/ Eric S. Slifka

  
	
   

  	
   

  	
  Eric S. Slifka

  
	
   

  	
   

  	
  President
  and CEO

  
				



 


13

















 


EXHIBIT A


 


Short-Term Annual Incentive Plan


 


Executive
shall participate in an annual short-term cash incentive plan with any cash
incentive amounts earned for a fiscal year to be determined based upon the
achievement of financial metrics established by the Company’s Compensation
Committee (the “financial metrics”).  The
annual “award target” cash incentive amount shall be 100% of the Executive’s
Base Salary, and the annual maximum cash incentive amount that may be awarded
shall be 200% of the Executive’s Base Salary. 
The Company’s Compensation Committee may also establish threshold
financial metrics required to be met for any cash incentive amount to be
awarded, and a formula for the amount of the cash incentive that will be
awarded relative to the amount by which the financial metrics threshold are or
are not met or exceeded.  The targets,
metrics (including any thresholds) and formula will be established by the
Company’s Compensation Committee in the first month of each fiscal year, with
the award to be paid within 2 1/2 months of the end of that fiscal year.


 


14

















 


EXHIBIT B


 


Three-Year Phantom Units


 


The
Company’s Compensation Committee shall grant to the Executive $1,000,000 worth
of Phantom Units (as defined below) of Global Partners LP (the “Partnership”)
(including a contingent right to receive an amount in cash equal to the number
of Phantom Units multiplied by the cash distribution per common unit made by
the Partnership from time to time during the period the Phantom Units are
outstanding). The Phantom Units shall be granted within ten days following the
Effective Date and shall be evidenced by an award agreement which shall provide
the material terms and conditions set forth below and which shall be designed
to comply with Section 409A of the Code. For purposes of this award of
Phantom Units, a “Phantom Unit” means a notional common unit of the Partnership
which entitles the Executive to receive a common unit of the Partnership upon
the terms and conditions set forth below.


 


Such
Phantom Units shall vest in six equal installments on June 30, 2009, December 31,
2009, June 30, 2010, December 31, 2010, June 30, 2011 and December 31,
2011, provided, however,notwithstanding the foregoing; (i) if the
Executive’s employment is terminated upon the death or Disability of the
Executive; or (ii) if within twelve months following a Change in Control
the Executive’s employment is terminated by the Company without Cause or by the
Executive for Constructive Termination, all unvested Phantom Units shall vest
on the applicable Date of Termination.Additionally, if  the Executive’s employment is terminated by
the Company without Cause or by the Executive for Constructive Termination, but
such termination does not occur within twelve months following a Change in
Control, a portion of the Phantom Units scheduled to vest at the end of the
then applicable six month period shall vest on the Date of Termination. The
number of Phantom Units that shall vest in such circumstances shall be
determined by multiplying the number of Phantom Units scheduled to vest at the
end of the applicable six month period by the number of full months of service
provided by the Executive during such six month period divided by six.


 


Within
seven (7) days following each of June 30, 2009, December 31,
2009, June 30, 2010, December 31, 2010, June 30, 2011 and December 31,
2011, or if earlier, within seven (7) days following the Executive’s “separation
from service” (as defined in Section 409A of the Code and the regulations
thereunder) from the Company, the Company shall make an immediate distribution
to the Executive of the number of then vested common units of the Partnership
subject to the award. Notwithstanding the foregoing to the contrary, to the
extent applicable, Section 7(j) of this Agreement shall apply to the
distribution of the Phantom Units as well as the common units and cash amounts
underlying the Phantom Units hereunder.


 


15

















 


EXHIBIT C


 


Long-Term Equity-Based Incentive Plan


Performance-Restricted Units


 


Executive
shall participate in the Company’s Long-Term Equity-Based Incentive Plan (the “Plan”)
throughout the term of the Employment Agreement.  The Company’s Compensation Committee shall
determine whether and in what amounts to grant the Executive
Performance-Restricted Units, Phantom Units or some functional equivalent of
Global Partners LP, and shall establish the terms and conditions of such
grants, including the timing of the grants, the vesting periods, if any, and
any applicable milestones, all in accordance with the Plan and in compliance
with Section 409A of the Code and any successor statute, regulation or
guidance thereunder.


 


16