Exhibit 10.4
AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT
BETWEEN
GLOBAL PARTNERS LP AND EDWARD J. FANEUIL
DECEMBER 2008
This agreement (the "Agreement") is entered into between Global GP LLC on behalf
of Global Partners LP (the "Company") and Edward J. Faneuil (the "Executive").
WHEREAS, the Executive presently serves as Executive Vice-President and General
Counsel of the Company; and
WHEREAS, in consideration of past and future services performed by the
Executive, the Company agrees to provide deferred and other compensation to the
Executive, payable in the amounts and on the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the mutual promises made herein, the
Executive and the Company hereby agree as follows:
1.
DEFERRED COMPENSATION.
THE COMPANY
AGREES TO PAY TO THE EXECUTIVE DEFERRED COMPENSATION ON THE FOLLOWING TERMS AND
CONDITIONS.
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTIONS
1(B), 1(C), 1(D) OR 1(E) BELOW, THE COMPANY SHALL PAY TO THE EXECUTIVE THE SUM
OF $70,000 PER YEAR (THE "DEFERRED COMPENSATION") IN EQUAL MONTHLY INSTALLMENTS
OF $5,833.33, SUBJECT TO APPLICABLE WITHHOLDING, ON THE FIRST BUSINESS DAY OF
EACH MONTH FOR 15 YEARS (180 MONTHS) COMMENCING ON THE EARLIER OF:
(I) AUGUST 1, 2014, AND (II) THE FIRST BUSINESS DAY OF THE MONTH FOLLOWING THE
EXECUTIVE'S "SEPARATION FROM SERVICE" FROM THE COMPANY , AS THAT PHRASE IS
DEFINED IN SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE
"CODE") FOR REASONS OTHER THAN CAUSE (AS DEFINED BELOW), SUBJECT TO EARLIER
TERMINATION AS PROVIDED IN THIS AGREEMENT.
UNLESS HIS EMPLOYMENT IS EARLIER
TERMINATED BY THE COMPANY FOR REASONS OTHER THAN CAUSE, THE EXECUTIVE MUST
REMAIN CONTINUOUSLY EMPLOYED THROUGH THE EARLIER OF (I) AUGUST 1, 2014; OR
(II) AN APPLICABLE PAYMENT EVENT SET FORTH IN SECTIONS 1(B), 1(C) OR 1(D) OF
THIS AGREEMENT TO BE ELIGIBLE FOR BENEFITS UNDER THIS AGREEMENT.
THE EXECUTIVE
MUST BE EMPLOYED ON THE DATE OF A DISTRIBUTION UNDER SECTION 1(E) OF THIS
AGREEMENT, BUT A DISTRIBUTION UNDER SECTION 1(E) SHALL NOT OTHERWISE ALTER THE
ELIGIBILITY REQUIREMENTS SET FORTH IN THIS AGREEMENT.
IN EXCHANGE FOR AND AS A
REQUIREMENT TO RECEIVE THE COMPENSATION SET FORTH IN THIS SECTION 1(A) OF THIS
AGREEMENT, THE EXECUTIVE AND COMPANY (AND ITS AFFILIATES) SHALL ENTER INTO A
MUTUALLY ACCEPTABLE 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 FROM SERVICE" FROM THE COMPANY.
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.
(B)
THE DEFERRED COMPENSATION SHALL BE FORFEITED
IN ITS ENTIRETY IN THE EVENT THAT THE COMPANY TERMINATES THE EXECUTIVE'S
EMPLOYMENT PRIOR TO AUGUST 1, 2014 FOR CAUSE OR IF
1
THE EXECUTIVE TERMINATES HIS EMPLOYMENT FOR ANY REASON OTHER THAN DEATH,
DISABILITY, CONSTRUCTIVE TERMINATION (AS THAT TERM IS DEFINED IN THE EMPLOYMENT
AGREEMENT).
ON AND AFTER THE DATE ON WHICH DEFERRED COMPENSATION PAYMENTS
COMMENCE HEREUNDER, THE COMPANY MAY