**Exhibit 10.52**

 

**AGREEMENT AND RELEASE**

 

This Agreement and Release (“Agreement”) is between Barry R. Pearl (“EMPLOYEE”)and Texas Eastern Products Pipeline Company, LLC (“COMPANY”).

 

WITNESSETH

 

1.             Whereas,EMPLOYEE and COMPANY entered into an employment agreement on February 12,2001 (hereinafter “Employment Agreement”), and various supplementalagreements dated February 23, 2005, June 1, 2005 (hereinaftermutually called the “Supplemental Agreements”).

 

2.             Whereas, EMPLOYEEis retiring from the COMPANY effective December 31, 2005, subject to Section 1below.

 

3.             Whereas, EMPLOYEEand COMPANY desire to resolve any and all disputes about EMPLOYEE’s entitlementto severance benefits under the Employment Agreement.

 

4.             Whereas, EMPLOYEE,during his employment had access to trade secrets and/or proprietary andconfidential information belonging to the COMPANY.

 

5.             Whereas, EMPLOYEEand COMPANY desire to clarify EMPLOYEE’s obligations with respect to any tradesecrets and/or proprietary and confidential information acquired duringEMPLOYEE’s employment.

 

6.             Whereas, EMPLOYEEand the COMPANY desire to avoid the expense, delay and uncertainty attendant toany claims which may arise from EMPLOYEE’s employment with and retirement fromthe COMPANY, the Employment Agreement, or the Supplemental Agreement, as wellas any claims which may arise from the disclosure of any trade secrets and/orproprietary and confidential information that EMPLOYEE acquired during hisemployment with the Company.

 

7.             Whereas, EMPLOYEEdesires to release any claims or causes of action EMPLOYEE may have arisingfrom EMPLOYEE’s employment with, or his retirement from the COMPANY, includingany claims or causes of action arising out of his Employment Agreement orSupplemental Agreement.

 

Now, therefore, for and in consideration of the mutual covenants andpromises hereinafter set forth, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, EMPLOYEE and theCOMPANY hereby agree:

 

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Section 1.               Severanceand Other Payments. The COMPANY, in exchange for the promises of EMPLOYEEcontained below, agrees as follows:

 

A.            COMPANY agrees topay EMPLOYEE the lump sum amount of $1,512,326.58 less legal standarddeductions. This amount represents three (3) times EMPLOYEE’s base salaryplus three (3) times his target bonus. The payment will be made withinseven (7) days after the expiration of the EMPLOYEE’s revocation option inSection 5(C) below.

 

B.            COMPANY agrees topay COBRA insurance premiums (medical and/or dental) for up to 36 months, asset forth in the Supplemental Agreement. In the event that EMPLOYEE’sentitlement to COBRA coverage should cease before that time (as set forth inthe Supplemental Agreement), COMPANY will have no obligation to continuepayment of EMPLOYEE’s COBRA premiums.

 

C.            COMPANY agrees thatEMPLOYEE shall receive (less applicable legal standard deductions in each case,if any) an amount of $49,683.80, as liquidated unused vacation days and thefollowing payments pursuant to the following plans:

 

1.             COMPANY’s 2000 LongTerm Compensation Plan: $325,322.00

 

2.             COMPANY’sManagement Incentive Compensation Plan: EMPLOYEE shall be paid his MICP bonus for 2005, determined as per theterms of the plan document (as applicable to all other participants), providedthat the personal performance portion (25% of total bonus at the target awardlevel) shall be determined as equal to the target.  Payment shall occur as and when 2005 MICPpayments are made generally.

 

D.            COMPANY agrees thatEMPLOYEE shall also receive all amounts accrued for the benefit of EMPLOYEE,which, except as otherwise provided below, shall be payable (if not alreadypaid) as soon as administratively possible after December 31, 2005,pursuant to the following plans, subject to EMPLOYEE’s (and his spouse’s, ifapplicable) completion of all necessary election forms and documentation whichmay be required. All such amounts accrued and payable shall be calculated anddetermined by Hewitt & Associates, actuary for the plans. EMPLOYEE ishereby electing to take a lump sum payment representing his entire benefitunder the COMPANY’s Supplemental Benefit Plan, notwithstanding any priorelection regarding the form of such benefit payment which EMPLOYEE may havemade.

 

1.             COMPANY’ sRetirement Cash Balance Plan; and

 

2.             COMPANY’sSupplemental Benefit Plan

 

The benefit under the Company’s SupplementalBenefits Plan will be paid before December 31, 2005.

 

 E.            COMPANY acknowledges and agrees thatEMPLOYEE shall remain covered by COMPANY’S or any affiliates’, as applicable,Directors and Officers Errors and Omissions Liability Insurance on the samebasis as applicable to other officers of the Company (or any successor) inregard to claims pertaining to the time when EMPLOYEE was employed by the

 

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COMPANY or was a director of theCompany.  EMPLOYEE shall continue to beindemnified by the COMPANY, or any affiliates thereof as applicable, in regardto any claims pertaining to the time when EMPLOYEE was employed by or adirector of the COMPANY, on the same basis as in effect immediately prior tohis termination.

 

Section 2.               PriorRights and Obligations,. Except as provided for in thisAgreement, this Agreement extinguishes all rights, if any, which EMPLOYEE mayhave, contractual or otherwise, relating to his employment with, or retirementfrom the COMPANY, including any rights to severance benefits under theEmployment Agreement or Supplemental Agreement.

 

Section 3.                                            Retirement.EMPLOYEE agrees that his retirement date is December 31, 2005.

 

Section 4.               Release.Except for obligations of the COMPANY created in this Agreement, EMPLOYEEhereby releases and discharges the COMPANY and all affiliated companies, andtheir officers, directors, employees, agents, attorneys, and insurers, from anyand all claims, demands and causes of action arising from his employment at theCOMPANY or such affiliate and his retirement from the COMPANY or suchaffiliate, including, but not limited to, any claims or causes of action underthe Age Discrimination in Employment Act (ADEA).

 

Section 5.               ADEARights. EMPLOYEE further acknowledges that:

 

A.          Hehas been advised in writing by virtue of this AGREEMENT that he has the rightto seek legal counsel before signing this AGREEMENT.

 

B.           Hehas been given twenty-one (21) days within which to consider the waiversincluded in this AGREEMENT. If EMPLOYEE chooses to sign the AGREEMENT at anytime prior to that date, it is agreed that EMPLOYEE signs willingly andvoluntarily and **expressly waives**hisright to wait the entire twenty-one (21) day period as provided in the law.

 

C.           EMPLOYEEhas ***seven***(7) **days**after signing this AGREEMENT to revokeit. This Agreement will not become effective or enforceable until therevocation period has expired. Any notice of revocation of the AGREEMENT iseffective only if given to James Ruth, Esq., General Counsel (at theaddress of the COMPANY set forth below), in writing by the close of business at4:30 p.m. on the seventh (7th)day after the signing of this AGREEMENT.

 

D.          EMPLOYEEagrees that he is receiving, pursuant to this Agreement, consideration which isin addition to that which he is already entitled to under the EmploymentAgreement and the Supplemental Agreement or otherwise.

 

Section 6.               Proprietaryand Confidential Information. EMPLOYEE agrees and acknowledges that,because of his employment with the COMPANY, he has acquired informationregarding the COMPANY’s trade secrets and/or proprietary and confidentialinformation related to the COMPANY’s past, present or anticipated business.Therefore, except as may be required by law, EMPLOYEE acknowledges thatEMPLOYEE will not, at any time, disclose to others, permit to be disclosed,used, permit to be used, copy or permit to be copied, any trade secrets and/orproprietary and confidential information acquired during his employment withthe COMPANY unless such information has ceased to be confidential other thanthrough an action of the Employee in violation of this paragraph. EMPLOYEEagrees that in the event of an actual breach by EMPLOYEE of the provisions ofthis paragraph, the COMPANY shall be entitled to inform all potential or newemployers of this AGREEMENT.

 

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Section 7.               Non-solicitationof COMPANY’s employees and customers. EMPLOYEE agrees not to solicit orhelp solicit any employees or customers of the COMPANY or any affiliated entityto cease employment or cease doing business with the COMPANY or any affiliatedentity.

 

Section 8.               Amendments.This AGREEMENT may only be amended in writing signed by EMPLOYEE and anauthorized officer of the COMPANY.

 

Section 9.               Confidentiality,EMPLOYEE agree that he or any persons acting on his behalf will not, directly orindirectly, speak about, disclose or in any way, shape or form communicate toanyone, except as permitted in this Section, the terms of this AGREEMENT or theconsideration received from the COMPANY. EMPLOYEE agrees that the abovedescribed information may be disclosed only as follows:

 

A.            to the extent as maybe required by law to support the filing of EMPLOYEE’S income tax returns;

 

B.            to the extent as maybe compelled by legal process;

 

C.            to the extentnecessary to EMPLOYEE’s legal or financial advisors, but only after such personto whom the disclosure is to be made agrees to maintain the confidentiality ofsuch information and to refrain from making further disclosures or use of suchinformation.

 

D.            to the extentnecessary to enforce or comply with this AGREEMENT.

 

Section 10.             Non-disparagement.EMPLOYEE and the COMPANY shall jointly draft a press release regardingEMPLOYEES retirement, which release shall be reasonably acceptable to EMPLOYEE;*provided, however*, the COMPANYreserves the right to timely comply with applicable securities laws regardingsaid press release in the event the EMPLOYEE and COMPANY fail to mutuallyagree. EMPLOYEE agrees that he will not disparage, criticize, condemn or impugnthe business or personal reputation or character of the COMPANY or anyaffiliated company, or any present or former COMPANY employees or boardmembers, or any employees or board members of any affiliated companies, or anyof the actions which are, have been or may be taken by the COMPANY with respectto or based upon matters, events, facts or circumstances arising or occurringprior to the date of execution of this AGREEMENT. In response to inquiries bypotential employers, EMPLOYEE may respond that he retired. Further inquiries bya potential employer shall be met with advice of the dates of EMPLOYEE’semployment, his job title and functions in factually accurate terms.  Any such response shall be consistent withthe press release.  The COMPANY shallhave no obligation to respond to any inquiries from prospective employersunless they are made in writing and addressed specifically to the COMPANY andin response to such inquiries shall not be obligated to provide any informationother than to confirm dates of employment and job title. COMPANY shall not makeany unfavorable or unflattering statements about the EMPLOYEE. COMPANY agreesthat it will not disparage, criticize, condemn or impugn the business orpersonal reputation or character of the EMPLOYEE.

 

Section 11.             Cooperation.EMPLOYEE shall cooperate with the COMPANY to the extent reasonably required bythe COMPANY in all matters relating to the winding up of his pending work onbehalf of the Company and the orderly transfer of any such pending work.COMPANY hereby agrees to indemnify EMPLOYEE in connection with all such lawful actions which EMPLOYEEshall take after the effective date hereof in performing such cooperationrequested by

 

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the COMPANY. EMPLOYEE agrees to immediately notify the COMPANY, if he isserved with legal process to compel him to disclose any information related tohis employment with the Company, unless prohibited to do so by law.

 

Section 12.             Documents.EMPLOYEE agrees to deliver at the termination of employment all correspondence,memoranda, notes, records, data, or information, analysis, or other documentsand all copies thereof, including information in electronic form, which arerelated in any manner to the past, present or anticipated business of theCOMPANY or its affiliated companies.

 

Section 13.             Enforcement of Agreement and Release. Should anyprovisions of this AGREEMENT be held to be invalid or wholly or partiallyunenforceable, such holdings shall not invalidate or void the remainder of thisAGREEMENT. Portions held to be invalid or unenforceable shall be revised andreduced in scope as to be valid and enforceable, or if such is not possible,then such portion shall be deemed to have been wholly excluded with the sameforce and effect as if they had never been included herein.

 

Section 14.             Notices. Any notice, request, demand, waiver orconsent required or permitted hereunder shall be in writing and shall be givenby prepaid registered or certified mail, with return receipt requested,addressed as follows:

 

For theCOMPANY:

 

Texas Eastern Products Pipeline Company, LLC

P.O. Box 2521

Houston, Texas 77252-2521

Attn: Chief Executive Officer

 

With a copy to the General Counsel

 

For the EMPLOYEE:

 

Barry R. Pearl

[Address]

 

The date of any such notice and of such service thereof shall be deemedto be the date of mailing. Each party may change its address for the purpose ofnotice by giving notice to the other in writing.

 

Section 15.             Choiceof Law. It is agreed that the laws of Texas shall govern this AGREEMENT.

 

Section 16.             Remedies*.**The*Parties agree that because damages at law for any breach ornonperformance of this AGREEMENT by EMPLOYEE, while recoverable, will beinadequate, this AGREEMENT may be enforced in equity by specific performance,injunction, or otherwise. Should any provisions of this AGREEMENT be held to beinvalid, such holdings shall not invalidate or void the remainder of thisAGREEMENT. EMPLOYEE shall be entitled to enforce his rights and the COMPANY’sobligations under this Agreement by any and all applicable actions at law orequity.

 

Section 17. Announcement. EMPLOYEE shall be entitled toreview and comment upon the 8K Notice of his retirement and any press releaseby the COMPANY of his retirement.

 

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**IN WITNESS WHEREOF THE PARTIES HAVE EXECUTEDTHIS AGREEMENT AND RELEASE AS OF DECEMBER 31, 2005.**

 
|   | By:                                               | /s/ BARRY R. PEARL     |   |
|--------|---------------------------------------------------|------------------------|--------|
|   |                                              | **Barry R. Pearl**     |   |
|   |                                              |                   |   |
|   | DATE:                                             | December 30, 2005 |   |
|   |                                              |                   |
|   |                                              |                   |
|   | **TEXAS EASTERN PRODUCTS PIPELINE  COMPANY, LLC** |
|   |                                              |
|   |                                              |                   |
|   | By:                                               | /s/ JAMES C. RUTH      |   |
|   | Name:                                             | /s/ James C. Ruth      |   |
|   | Title:                                            | Senior Vice President  |   |
|   |                                              |                   |
|   | DATE:                                             | December 30, 2005 |   |
|        |                                                   |                        |        |  |  |  |  |  |  |  |  |

 

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