EXECUTIVE SHALL MAKE FULL DISCLOSURE TO
THE COMPANY OF ALL BUSINESS OPPORTUNITIES THAT COME TO HIS ATTENTION PERTAINING
TO THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND SHALL NOT ACT UPON
OR APPROPRIATE FOR THE EXECUTIVE'S OWN BENEFIT BUSINESS OPPORTUNITIES CONCERNING
THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WITHOUT THE EXPRESS
WRITTEN
PERMISSION OF THE BOARD.
(B)
THE COMPANY SHALL INDEMNIFY THE EXECUTIVE TO THE EXTENT PERMITTED
BY THE COMPANY'S FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT,
AS MAY BE AMENDED FROM TIME TO TIME, AND BY APPLICABLE LAW, AGAINST ALL
REASONABLE COSTS, CHARGES AND EXPENSES, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES, INCURRED OR SUSTAINED BY THE EXECUTIVE IN CONNECTION
WITH ANY ACTION, SUIT OR PROCEEDING TO WHICH THE EXECUTIVE MAY BE MADE A PARTY
BY REASON OF BEING AN OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR ITS
AFFILIATES.
IN CONNECTION WITH THE FOREGOING, THE EXECUTIVE WILL BE COVERED
UNDER ANY LIABILITY INSURANCE POLICIES THAT PROTECT OTHER OFFICERS OF THE
COMPANY OR ITS AFFILIATES, SUBJECT TO THE TERMS AND CONDITIONS OF SUCH POLICIES.
5.
PLACE OF PERFORMANCE.
SUBJECT TO SUCH BUSINESS TRAVEL FROM TIME
TO TIME AS MAY BE REASONABLY REQUIRED IN THE DISCHARGE OF HIS DUTIES AND
RESPONSIBILITIES AS THE EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL OF THE
COMPANY, THE EXECUTIVE SHALL PERFORM HIS OBLIGATIONS HEREUNDER IN, OR WITHIN
FORTY (40) MILES OF, WALTHAM, MASSACHUSETTS.
6.
COMPENSATION.
(A)
BASE SALARY.
DURING THE TERM, THE EXECUTIVE SHALL BE ENTITLED TO
A BASE SALARY AS DESCRIBED IN THIS PARAGRAPH 6(A).
THE EXECUTIVE SHALL RECEIVE
A BASE SALARY FOR THE TWELVE (12) MONTH PERIOD COMMENCING ON THE EFFECTIVE DATE
(THE "INITIAL PERIOD") OF THREE HUNDRED FIFTY-EIGHT THOUSAND FIFTY AND 00/100
($358,050.00) DOLLARS. THEREAFTER, THE EXECUTIVE'S BASE SALARY WILL BE REVIEWED
BY THE COMPENSATION COMMITTEE OF THE BOARD (THE "COMPENSATION COMMITTEE") FROM
TIME TO TIME, BUT NO LESS FREQUENTLY THAN ANNUALLY, AT WHICH TIME THE
EXECUTIVE'S BASE SALARY MAY BE ADJUSTED IN THE DISCRETION OF THE COMPENSATION
COMMITTEE.
THE EXECUTIVE'S BASE SALARY, AS ESTABLISHED IN ACCORDANCE WITH THIS
PARAGRAPH 6(A), IS HEREAFTER REFERRED TO AS "BASE SALARY".
THE BASE SALARY
SHALL BE PAID IN EQUAL INSTALLMENTS PURSUANT TO THE COMPANY'S CUSTOMARY PAYROLL
POLICIES AND PROCEDURES IN FORCE AT THE TIME OF PAYMENT.
(I)
BONUS.
DURING THE TERM, THE EXECUTIVE SHALL BE ENTITLED TO
RECEIVE DISCRETIONARY BONUSES AS MAY BE AUTHORIZED BY THE COMPENSATION
COMMITTEE.
(II)
ALL BONUSES HEREUNDER, IF ANY, SHALL BE PAID TO THE EXECUTIVE NO
LATER THAN MARCH 15 OF THE CALENDAR YEAR IMMEDIATELY FOLLOWING THE CALENDAR YEAR
IN WHICH SUCH BONUSES ARE EARNED.
(III)
LONG-TERM INCENTIVE PLAN/SECONDARY BONUS ARRANGEMENT.
AS OF THE
DATE HEREOF, THE COMPANY HAS NOT IMPLEMENTED A LONG-TERM INCENTIVE PLAN
2
AS OTHERWISE PRELIMINARILY DESCRIBED IN GLOBAL PARTNERS LP'S PROSPECTUS FOR ITS
INITIAL PUBLIC OFFERING (THE "LTIP").
IF AND WHEN THE LTIP IS IMPLEMENTED, THE
EXECUTIVE WILL BE ELIGIBLE TO PARTICIPATE IN THE LTIP ON THE SAME GENERAL BASIS
AS THE OTHER EXECUTIVE OFFICERS OF THE COMPANY, BUT