Exhibit 10.32
GLOBAL GP LLC
AMENDMENT NO. 2
TO
EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT
AGREEMENT (this “ Amendment ”) is made and
entered into this February 4, 2009 by and between Global GP
LLC, a Delaware limited liability company (the “
Company ”), and Edward J. Faneuil (the “
Executive ”). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such
terms in that certain Employment Agreement, made as of
February 1, 2007, as amended by Amendment No. 1 to
Employment Agreement dated as of December 31, 2008, by and
between the Company and the Executive (the “ Employment
Agreement ”).
WHEREAS, , the Company and the Executive desire to make
certain modifications to the Employment Agreement as set forth
below, and in accordance with Section 18 of the Employment
Agreement.
NOW, THEREFORE,
in consideration of the mutual
promises and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, each intending to be
legally bound, hereby agree as follows:
1.
Amendment to Section 7(a) of the Employment
Agreement.
Section 7(a) of the
Employment Agreement is hereby amended by deleting such section in
its entirety and replacing it with the following:
(a)
Definitions. For purposes of this Agreement, a “
Change in Control ” shall occur on the date that any
one person, entity or group (other than Alfred Slifka, Richard
Slifka or Eric Slifka, or their respective family members or
entities they control, individually or in the aggregate, directly
or indirectly (collectively referred to hereinafter as the
“Slifkas”)) acquires ownership of the membership
interests of the Company that, together with the membership
interests of the Company already held by such person, entity or
group, constitutes more than 50% of the total voting power of the
membership interests of the Company; provided, however, if any one
person, entity or group is considered to own more than 50% of the
total voting power of the membership interests of the Company, the
acquisition of additional membership interests by the same person,
entity or group shall not be deemed to be a Change in
Control. The definition of “Change in Control”
shall be interpreted, to the extent applicable, to comply with
Section 409A(a)(2)(A)(v) of the Internal Revenue Code of
1986 (the “ Code ”) and any successor statute,
and/or guidance thereunder, and the provisions of Treasury
Regulation Section 1.409A and any successor regulation and
guidance thereto; provided, however, an interpretation in
compliance with Section 409A of the Code shall not expand the
definition of Change in Control in any way or cause an acquisition
by the Slifkas to result in a Change in Control. For purposes
of this Agreement, “ Constructive Termination ”
shall mean termination of the Executive’s employment by the
Executive as a result of (i) a material breach by the Company
of this
