Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of February 1, 2007 by
and between Global GP LLC, a Delaware limited liability company (the "Company"),
and Edward J. Faneuil (the "Executive").
WHEREAS, the Company and the Executive have agreed that the Executive will be
employed as the Company's Executive Vice President and General Counsel; 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 JULY 1, 2006
(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 "INITIAL
TERM"). IN THE EVENT THAT THE COMPANY AND THE EXECUTIVE RENEW THIS AGREEMENT FOR
ONE OR MORE ADDITIONAL PERIODS, EACH OF THE INITIAL TERM AND ANY RENEWAL PERIODS
SHALL BE REFERRED TO AS THE "TERM."
2.
POSITION AND DUTIES.
DURING THE TERM, THE COMPANY SHALL EMPLOY
THE EXECUTIVE AS THE EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL 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 OR THE CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY IN
CONNECTION WITH THE EXECUTIVE'S SERVICE AS CHIEF LEGAL OFFICER 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 EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL OF THE
COMPANY AS ARE REASONABLY NECESSARY TO CARRY OUT THE DUTIES AND RESPONSIBILITIES
GENERALLY PERTAINING TO THAT OFFICE.
DURING THE TERM, THE COMPANY AND THE
EXECUTIVE AGREE THAT WITH THE PRIOR APPROVAL OF THE BOARD OF DIRECTORS OF THE
COMPANY (THE "BOARD"), 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.
4.
DUTY OF LOYALTY; INDEMNIFICATION.
(A)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE OWES A
FIDUCIARY DUTY OF LOYALTY TO ACT AT ALL TIMES IN THE BEST INTERESTS OF THE
COMPANY.
IN KEEPING WITH SUCH DUTY, THE