Exhibit 10.31


 


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 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 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 the Chief Operating Officer or 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, 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. 
Notwithstanding the foregoing, each separate event giving rise to a
Constructive Termination shall be viewed separate and apart from any other such
event unless the same is an ongoing occurrence.


 


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 product of (X) the
sum of (i) Base Salary as in effect on the Date of Termination, plus (ii) if
such termination occurs within 12 months following a Change in Control, an
amount equal to the target incentive amount under the then applicable
short-term incentive 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) consecutive 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)(l)(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 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, 


 


2

















 


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.


 


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

  	
   

  



 


 


THOMAS HOLLISTER


 


 


	
  /s/ Thomas J. Hollister

  	
   

  



 


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