Exhibit 10.2
DEFERRED COMPENSATION AGREEMENT
BETWEEN
GLOBAL PARTNERS LP AND EDWARD J. FANEUIL
This (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(C), 1(B), 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 TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY 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 NEGOTIATE, IN GOOD FAITH, AND ENTER INTO A GENERAL RELEASE OF CLAIMS
ACCRUED AS OF THE DATE THEREOF IN FAVOR OF THE COMPANY AND ITS AFFILIATES.
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 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
1
terminate its obligations under this Agreement only for Cause or if the Company
subsequently determines within eighteen (18) months of the Executive's
termination that circumstances which would give rise to a for Cause termination
of