General Counsel Employment Agreement

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the " Agreement ") is made as of February 1, 2007 by and between Global GP LLC, a Delaware limited liability company (the " Company "), and Edward J. Faneuil (the " Executive ").

WHEREAS, the Company and the Executive have agreed that the Executive will be employed as the Company92s Executive Vice President and General Counsel; and

WHEREAS, the Company and the Executive mutually desire to formalize the employment arrangement of the Executive and to agree upon the terms of the Executive92s employment by the Company and, in addition, to agree as to certain benefits of said employment; and

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and the Executive hereby agree as follows:

1. Employment and Term of Employment . Effective as of July 1, 2006 (the "Effective Date") and continuing for the period of time set forth herein, the Executive92s employment by the Company shall be subject to the terms and conditions of this Agreement. Unless sooner terminated pursuant to other provisions herein, the Company agrees to employ the Executive for the period beginning on the Effective Date and ending on December 31, 2008 (the " Initial Term "). In the event that the Company and the Executive renew this Agreement for one or more additional periods, each of the Initial Term and any renewal periods shall be referred to as the "Term."

2. Position and Duties . During the Term, the Company shall employ the Executive as the Executive Vice President and General Counsel of the Company, or in such other positions as the parties mutually agree. The Executive shall have such powers and duties and responsibilities as are customary to such position and as are assigned to the Executive by the Board of Directors or the Chief Executive Officer and President of the Company in connection with the Executive92s service as chief legal officer of the Company. The Executive92s employment shall also be subject to the policies maintained and established by the Company that are of general applicability to the Company92s employees, as such policies may be amended from time to time.

3. Other Interests . During the Term, the Executive shall devote such of his working time, attention, energies and business efforts to his duties and responsibilities as the Executive Vice President and General Counsel of the Company as are reasonably necessary to carry out the duties and responsibilities generally pertaining to that office. During the Term, the Company and the Executive agree that with the prior approval of the Board of Directors of the Company (the "Board"), the Executive may engage in other business activities that do not conflict with the business and affairs of the Company or interfere with the Executive92s performance of his duties and responsibilities hereunder.








4. Duty of Loyalty; Indemnification .

(a) The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty to act at all times in the best interests of the Company. In keeping with such duty, the 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 Executive92s 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 Company92s 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 attorneys92 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 Executive92s 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 Executive92s base salary may be adjusted in the discretion of the Compensation Committee. The Executive92s 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 Company92 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

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as otherwise preliminarily described in Global Partners LP92s 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 the terms and the economic level of the Executive92 s participation shall be determined by the Compensation Committee, in its discretion.

(b) Expenses . During the Term, the Company shall pay or reimburse the Executive for all reasonable expenses incurred by the Executive on business trips, and for all other business and entertainment expenses reasonably incurred or paid by him during the Term in the performance of his services under this Agreement, in accordance with past practice and with the Company92s expense reimbursement policy as in effect from time to time upon presentation of expense statements or vouchers or such other supporting documentation as the Company may reasonably require.

(c) Fringe and Employee Benefits . During the Term, the Executive shall be entitled to participate in the Company92s health insurance, pension, 401(k) and other employee benefit plans (as such plans may be amended by the Company from time to time in its discretion, subject to any applicable laws, rules, and regulations and the terms of such plans) in accordance with the terms of such plans and the Company92 s policies and on the same general basis as other employees of the Company. During the Term, the Company will also provide the Executive with additional fringe benefits consistent with benefits provided to the Executive under prior arrangements and in accordance with past practice, with those benefits listed on attached Exhibit "A", and with such other benefits as may be approved by the Compensation Committee of the Board of Directors of the Company. Nothing in this Agreement shall be construed as limiting the ability of the Company to amend or terminate any employee benefit plan or Company policy.

(d) Vacation . During the Term, the Executive shall be eligible for four (4) weeks of paid vacation each calendar year in accordance with the normal vacation policy or plan of the Company.

7. Termination .

(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 of the Internal Revenue Code of 1986 (the " Code "), and the provisions of Treasury Notice 2005-1, Proposed Treasury Regulation Section 1.409A and any successor statute, regulation and guidance thereto; provided, however, an interpretation in compliance with Section

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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 Executive92s employment by the Executive as a result of (i) a breach by the Company of a material provision of this Agreement, which breach is not cured within thirty (30) days of the Company92s receipt of notice of such breach from the Executive, (ii) the failure of any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in accordance with the terms of paragraph 14 hereof, which failure is not cured within thirty (30) days of the Company92s receipt of notice of such failure from the Executive, or (iii) any material diminution, without the Executive92s written consent, in the Executive92 s working conditions consisting of (A) a material reduction in the Executive92s duties and responsibilities as Executive Vice-President and General Counsel of the Company, (B) any change in the reporting structure so that the Executive no longer reports to the President or Chief Executive Officer of the Company, or (C) a relocation of the Executive92s place of work further than forty (40) miles from Waltham, Massachusetts. For purposes of clarification, Constructive Termination shall not include a change in reporting structure as a result of the Company becoming a subsidiary of an unrelated entity, including, without limitation, a change whereby the Executive is not the chief legal officer or general counsel of the acquiring ...