Exhibit 10.33


 


GLOBAL GP LLC


 


AMENDMENT NO. 3 TO


EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this March 11,
2009 by and between Global GP LLC, a Delaware limited liability company (the “Company”),
and Edward J. Faneuil (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 February 1, 2007, as amended by Amendment No. 1 to Employment
Agreement dated as of December 31, 2008 and by Amendment No. 2 to
Employment Agreement dated as of February 4, 2009, by and between the
Company and the Executive (the “Employment Agreement”).


 


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.


 


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.                                       Amendment
to Section 8(b) of the Employment Agreement.


 


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 of 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 (Y) multiplied
by two (2) (the “Severance Amount”).  The Executive shall be paid the Severance
Amount in twenty-four (24) consecutive equal monthly installments commencing on
the first day of the month following the Date of Termination. In addition, the
Company shall provide health care continuation coverage benefits to the
Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”) and shall continue to pay the applicable percentage of the
medical insurance premium the Company pays for active employees towards
Executive’s COBRA coverage during the Executive’s applicable COBRA coverage
period not to exceed a maximum of eighteen (18) months following the Date of
Termination.  The Company’s obligation to
provide COBRA benefits to the Executive shall be subject to the Executive
making an effective election in accordance with COBRA.  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 in Control and twelve (12) months following a Change in 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 the Executive as in effect
on the Date of Termination, such accelerated vesting to occur on the later of (i) the
Date of Termination, or (ii) the date of the Change in Control.  In exchange for and as a requirement to
receive the compensation set forth in this Section 8(b) of this
Agreement, the Executive and Company (and its affiliates) shall enter into a
general release of claims accrued as of the date thereof in favor of the
Company and its affiliates within 45 days following the Executive’s “separation
of service” as defined in Section 409A of the Code.  The form and scope of such release shall be
acceptable to the Company and its affiliates, the approval of which shall not
be unreasonably withheld by the Company and its affiliates.


 


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 in full force.


 


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 and Chief
  Executive Officer

  	
   

  



 


 


EDWARD J. FANEUIL


 


	
  /s/ Edward J. Faneuil

  	
   

  



 


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