Exhibit 10.2


 


GLOBAL GP LLC


 


AMENDMENT NO. 1 TO


EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 31,
2008 by and between Global GP LLC, a Delaware limited liability company (the “Company”),
and Thomas Hollister (the “Executive”). 
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in that certain Employment Agreement made as of
April 19, 2006, by and between the Company and the Executive (the “Employment
Agreement”).


 


WHEREAS, the Company and the Executive have agreed
that the Executive will be employed as the Company’s Chief Operating Officer
and Chief Financial Officer; and


 


WHEREAS, the Company and the Executive desire to
make certain modifications to the Employment Agreement as set forth below,
and  in accordance with Section 18
of the Employment Agreement; and


 


NOW, THEREFORE, in consideration of the mutual promises and
agreements 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.                                       Amendments to Employment Agreement.


 


(a)                                  Section 2
of the Employment Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following:


 


2.                                       Position
and Duties.  During the Term, the Company shall employ the Executive
as the Chief Operating Officer and 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 President and Chief Executive Officer of the
Company in connection with the Executive’s management and supervision of the
financial operations of the Company.  The
Executive’s duties and responsibilities shall include, without limitation,
management of financial accounting functions, financial reporting requirements,
commercial banking and investment banking activities, and credit function and
investor relations.  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.


 


(b)                                 Section 3
of the Employment Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following:


 


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 Operating Officer and 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 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.


 


(c)                                  Section 5
of the Employment Agreement is hereby amended by deleting such subsection in
its entirety and replacing it with the following:


 


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 Operating Officer and
Chief Financial Officer of the Company, the Executive shall perform his
obligations hereunder in, or within forty (40) miles of Waltham, Massachusetts.


 


(d)                                 Section 7(a) of the Employment
Agreement is hereby amended by deleting such subsection in its entirety and
replacing it with the following:


 


(a)                                  Definitions.  For purposes of this
Agreement, a “Change in Control” shall occur on the date that any one
person, entity or group (other than Alfred Slifka, 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 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 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 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.  The definition of “Change in Control” shall
be interpreted, to the extent applicable, 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. 
For purposes of this Agreement, “Constructive Termination” shall
mean termination of the Executive’s employment by the Executive as a result of (i) a
breach by the Company of a material provision of this Agreement, which breach
is not cured within thirty (30) days of the Company’s receipt of notice of such
breach from the Executive, (ii) the failure of 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 expressly assume and agree
to perform this Agreement in accordance with the terms of paragraph 14 hereof,
which failure is not cured within thirty (30) days of the Company’s receipt of
notice of such failure from the Executive, or (iii) any material
diminution, without the Executive’s written consent, in the Executive’s working
conditions consisting of (A) a material reduction in the Executive’s
duties and responsibilities as Chief Operating Officer and Chief
Financial Officer of the Company, (B) any
change in the reporting structure so that the Executive no longer reports to
the President or Chief Executive Officer of the Company, (C) a relocation
of the Executive’s place of work further than forty (40) miles from Waltham,
Massachusetts, or (D) a reduction in Executive’s Base Salary.  For purposes of this Agreement, a “Notice
of Termination” shall mean a notice which shall (I) state the effective
date of such termination, (II) indicate the specific termination provision
in this Agreement relied upon, and (III) set forth in


 


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reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated.


 


(e)                                  Section 8(b) of
the Employment Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following:


 


(b)                                 Termination
by the Company Without Cause; Constructive Termination.  If the Executive’s employment is terminated
by the Company without Cause or by the Executive for Constructive Termination,
then the Company shall pay to the Executive an amount equal to the product of (X) the
sum of (i) the Base Salary as in effect on the Date of Termination, plus (ii) if
such termination occurs within twelve months of a Change in Control, an amount
equal to the target incentive amount under the then applicable short-term
incentive plan for the fiscal year in which the termination occurs, multiplied by (Y) two (2) (the “Severance
Amount”).  The Executive shall be
paid the Severance Amount in twenty-four (24) equal monthly installments
commencing on the first day of the month following the Date of Termination.  In addition, the Company shall continue to
pay and provide the Executive the benefits described in Section 6(d) as
in effect on the Date of Termination, to the extent continued participation is
permitted by the terms of such benefit plans and applicable law and if not
permitted, monthly cash payments equal to the economic equivalent of continued
participation in such benefit plans, until the last monthly payment of the
Severance Amount has been paid to the Executive; provided however, with respect
to any such benefits (whether provided in-kind to the Executive or through
reimbursement of expenses incurred by the Executive) that are subject to Section 409A
of the Code, provision of such benefits shall be made in accordance with Section 1.409A-3(i)(1)(iv)(A) of
the U.S. Treasury Regulations, the terms of which are incorporated
herein by reference.  In the event that
the Executive’s employment is terminated by the Company without Cause or by the
Executive for Constructive Termination at any time within three (3) months
before a Change of Control and twelve (12) months following a Change of
Control, then, in addition to the foregoing severance compensation and
benefits, the Executive shall receive 100% accelerated vesting on any and all
outstanding Company options, restricted units, phantom units, unit appreciation
rights and other similar rights (under the LTIP or otherwise) held by Executive
as in effect on the Date of Termination. 
Notwithstanding the foregoing, in no event may the Executive terminate
his employment for Constructive Termination pursuant to circumstances described
in Section 7(a)(iii) until after a Change in Control occurs.


 


(f)                                    Section 9
of the Employment Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following:


 


9.                                       Gross
Up Payments.  The Company will
reimburse the Executive for any and all federal excise taxes and penalties
(other than penalties imposed as a result of the Executive’s actions), and any
taxes imposed on such reimbursement amounts, including, but not limited to, any
federal, state and local income taxes, employment taxes, and other taxes, if
any, which may become due pursuant to the application of Section 4999 and/or
409A of the Code on any payments to the Executive in connection with this
Agreement.  Any such reimbursement
payable by the Company shall be (i) subject to Section 8(c) of
the Agreement to the extent such reimbursement would not have been payable but
for the Executive’s separation from service and (ii) paid no later than
the end of the calendar year next following the calendar year in which the


 


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taxes
with respect to which such reimbursement is payable are remitted to the
applicable taxing authority.


 


(g)                                 Section 10
of the Employment Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following:


 


10.                                 Section 409A.  The
parties hereto intend that this Agreement comply with the requirements of Section 409A
of the Code, and any successor statute, regulation and guidance thereto.  The Company and the Executive agree that they
will negotiate in good faith and jointly execute an amendment to modify this
Agreement to the extent necessary to comply with the requirements of Code Section 409A,
or any successor statute, regulation and guidance thereto.  With respect to any compensation
amount payable under this Agreement that is subject to Section 409A of the
Code, as used in this Agreement, references to the Executive’s “termination of
employment” (and variations thereof) shall be deemed to refer 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.


 


2.                                       Captions.  The captions of this Amendment
are for convenience and reference only and in no way define, describe, extend
or limit the scope or intent of this Amendment, or the intent of any provision
hereof.


 


3.                                       Choice of Law.  This
Amendment shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, other than conflicts of law provisions thereof.


 


4.                                       Severability.  The
provisions of this Amendment are severable, and the invalidity of any provision
shall not affect the validity of any other provision.


 


5.                                       Counterparts; Facsimile.  This
Amendment may be executed and delivered by facsimile signature and in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


6.                                       Entire Agreement.  This Amendment constitutes the full and
entire understanding and agreement between the parties with respect to this
Amendment.  Except as otherwise
specifically amended herein, the Employment Agreement shall remain unchanged,
in effect and of its full force.


 


[Signature page follows]


 


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


 


 


	
  GLOBAL GP LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Eric Slifka

  	
   

  
	
  Name:

  	
  Eric Slifka

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THOMAS HOLLISTER

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Thomas J. Hollister

  	
   

  
	
   

  	
  Thomas J. Hollister

  	
   

  
	
   

  	
  COO and CFO