OF
THE AMERICAN ARBITRATION ASSOCIATION AND UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS. UNLESS OTHERWISE REQUIRED BY LAW, THE PARTIES HEREBY AGREE TO
PROCEED BEFORE ONE IMPARTIAL ARBITRATOR SELECTED BY MUTUAL AGREEMENT OF THE
PARTIES. ANY DEMAND FOR ARBITRATION HEREUNDER SHALL BE FILED WITHIN A REASONABLE
TIME AFTER THE CONTROVERSY OR CLAIM HAS ARISEN, BUT IN NO EVENT LATER THAN THE
DATE WHEN THE INSTITUTION OF LEGAL OR EQUITABLE PROCEEDINGS BASED ON THE CLAIM
WOULD BE BARRED BY THE STATUTE OF LIMITATIONS UNDER APPLICABLE LAW. THIS
ARBITRATION PROVISION MAY BE SPECIFICALLY ENFORCED IN ANY COURT OF COMPETENT
JURISDICTION. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE
ENTERED IN THE FEDERAL AND STATE COURTS IN AND OF THE COMMONWEALTH OF
MASSACHUSETTS.
15.
WAIVER OF BREACH.
THE WAIVER BY THE COMPANY OR THE EXECUTIVE OF A
BREACH OF ANY PROVISION OF THIS AGREEMENT MUST BE IN WRITING AND SHALL NOT
OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH.
16.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
17.
SEVERABILITY.
ANY PROVISION IN THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION BY REASON OF APPLICABLE LAW SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING OR
AFFECTING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
18.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement
this 31st day of December, 2009.
/s/ Charles A. Rudinsky
Charles A. Rudinsky
GLOBAL PARTNERS LP,
by GLOBAL GP LLC, its General Partner
By:
Edward J. Faneuil
Name:
Edward J. Faneuil
Title:
Executive Vice President