Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of October 4, 2005 (the
"Effective Date"), by and between Global GP LLC, a Delaware limited liability
company (the "Company"), and Eric Slifka (the "Executive").
WHEREAS, the Company and the Executive have agreed that the Executive will be
employed as the Company's President and Chief Executive Officer; and
WHEREAS, the Company and the Executive mutually desire to formalize the
employment arrangement of the Executive and to agree upon the terms of the
Executive's employment by the Company and, in addition, to agree as to certain
benefits of said employment; and
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and
obligations contained herein, the Company and the Executive hereby agree as
follows:
1.
EMPLOYMENT AND TERM OF EMPLOYMENT.
EFFECTIVE AS OF THE EFFECTIVE
DATE AND CONTINUING FOR THE PERIOD OF TIME SET FORTH HEREIN, THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
UNLESS SOONER TERMINATED PURSUANT TO OTHER PROVISIONS HEREIN, THE
COMPANY AGREES TO EMPLOY THE EXECUTIVE FOR THE PERIOD BEGINNING ON THE EFFECTIVE
DATE AND ENDING ON DECEMBER 31, 2008 (THE "TERM").
2.
POSITION AND DUTIES.
DURING THE TERM, THE COMPANY SHALL EMPLOY
THE EXECUTIVE AS THE PRESIDENT AND CHIEF EXECUTIVE 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 BOARD OF DIRECTORS OF THE COMPANY IN
CONNECTION WITH THE EXECUTIVE'S GENERAL MANAGEMENT AND SUPERVISION OF THE
OPERATIONS OF THE COMPANY, REPORTING ONLY TO THE BOARD OF DIRECTORS OF THE
COMPANY.
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
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 PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
AS ARE REASONABLY NECESSARY TO CARRY OUT THE DUTIES AND RESPONSIBILITIES
GENERALLY PERTAINING TO THAT OFFICE.
DURING THE TERM, EXCEPT AS OTHERWISE
RESTRICTED BY THAT OMNIBUS AGREEMENT, DATED AS OF OCTOBER 4, 2005, AMONG THE
COMPANY, GLOBAL PARTNERS LP, A DELAWARE LIMITED PARTNERSHIP (THE "PARTNERSHIP"),
THE EXECUTIVE AND CERTAIN OTHER PARTIES THERETO (THE "OMNIBUS AGREEMENT"), 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.
THE RESTRICTIONS ON THE EXECUTIVE AND HIS AFFILIATES (AS DEFINED IN
THE OMNIBUS AGREEMENT) CONTAINED IN SECTION 2.1 OF THE OMNIBUS AGREEMENT SHALL
(A) CONTINUE FOR THE LESSER OF TWO (2) YEARS FROM THE DATE OF TERMINATION OR
DECEMBER 31, 2010 IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED AS DESCRIBED IN
PARAGRAPH 7(B)