Exhibit 10.32


 


GLOBAL GP LLC


 


AMENDMENT NO. 2 TO


EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this February 4,
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, 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 7(a) of the Employment Agreement.


 


Section 7(a) of
the Employment Agreement is hereby amended by deleting such section 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
material breach by the Company of this 


 

















 


Agreement, (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, 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 Executive Vice-President and General Counsel 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, or (C) a
relocation of the Executive’s place of work further than forty (40) miles from
Waltham, Massachusetts.  To be able to
terminate his employment with the Company for Constructive Termination, the
Executive must provide notice to the Company of the existence of any of the
conditions set forth in the immediately preceding sentence within 90 days of
the initial existence of such condition(s), and the Company must fail to remedy
such condition(s) within 30 days of such notice.  In no event shall the Date of Termination in
connection with a Constructive Termination occur any later than one year
following the initial existence of the condition(s) constituting a Constructive
Termination hereunder.


 


For purposes of clarification, Constructive
Termination shall not include a change in reporting structure as a result of
the Company becoming a subsidiary of an unrelated entity, including, without
limitation, a change whereby the Executive is not the chief legal officer or
general counsel of the acquiring or parent entity or must report to the chief
legal officer or general counsel of a currently unaffiliated parent corporation
or entity.  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 reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated.


 


2.             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 Base Salary as in effect on the Date of
Termination, 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 


 


2

















 


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.


 


3.             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.


 


4.             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.


 


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


 


6.             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.


 


7.             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

  	
   

  



 


3