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GLP > SEC Filings for GLP > Form 8-K/A on 9-Feb-2009All Recent SEC Filings

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Form 8-K/A for GLOBAL PARTNERS LP


9-Feb-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers, Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 20, 2009, the Compensation Committee of the Board of Directors of Global GP LLC, the General Partner of Global Partners LP (the "Partnership"), approved grants of phantom units under the Global Partners LP Long-Term Incentive Plan to each of Eric Slifka, Thomas J. Hollister, Edward J. Faneuil and Charles A. Rudinsky (collectively, the "NEOs"). The grants were awarded in the following amounts:

Name                                  Title                          Phantom Units

Mr. Slifka        President and Chief Executive Officer                     88,184

Mr. Hollister     Chief Operating Officer and Chief Financial               61,729
                  Officer

Mr. Faneuil       Executive Vice President and General Counsel              48,501

Mr. Rudinsky      Executive Vice President and Chief Accounting             17,637
                  Officer

The phantom units will vest and become payable on a one-for-one basis in common units of the Partnership (and/or cash in lieu thereof) on December 31, 2013 (or potentially sooner as described below), subject in each case to continued employment of the respective NEO and subject to a performance goal for the phantom units granted to Mr. Slifka.

All or a portion of the phantom units granted to the NEOs may vest earlier than December 31, 2013 if the Average Unit Price (as defined below) equals or exceeds specified target prices during specified periods. Specifically, if the Average Unit Price equals or exceeds: (i) $21.00 at any time prior to December 31, 2013, then 25% of the phantom units will automatically vest; (ii) $27.00 at any time during the period from January 20, 2011 through December 31, 2013, then an additional 25% of the phantom units will automatically vest; and (iii) $34.00 at any time during the period from May 20, 2012 through December 31, 2013, then all of the remaining phantom units will automatically vest. "Average Unit Price" means the average closing price per common unit for any 10-consecutive trading day period.

Any phantom units granted to Mr. Slifka that do not vest early as described above will be subject to a performance goal. Specifically, any unvested phantom units held by Mr. Slifka on December 31, 2013 will vest only if the aggregate distributable cash flow (as described below) of the Partnership during the twenty consecutive quarters ending December 31, 2013 equals or exceeds the sum of the products obtained by multiplying (a) the Minimum Quarterly Distribution (as defined in the Partnership's Agreement of Limited Partnership) for each quarter in such period by (b) the number of Partnership units outstanding as of the last day of each such quarter. For this test, distributable cash flow means the non-GAAP measure defined as net income, plus depreciation and amortization and minus maintenance capital expenditures, as further adjusted as the Compensation Committee determines to be appropriate in their reasonable discretion.


Any phantom units that have not vested as of the end of the five year cliff vesting period will be forfeited.


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