ex10_5.htm


    
      

    

    Exhibit
10.5

     

    WAIVER
AGREEMENT

     

    This
WAIVER AGREEMENT (this “Agreement”)
is being entered into by and among Grant E. Sims (the “Executive”),
Genesis Energy, LLC, a Delaware limited liability company (“Genesis”),
and Q Genesis Acquisition, LLC, a Delaware limited liability company (“Q Genesis
Acquisition”), in order to further the mutually desired terms and
conditions set forth herein:

     

    
      	
               
      

            	
              1.

            	
              For
      and in consideration for the Executive’s execution of this Agreement
      Genesis will, upon the merger of Genesis and Q Genesis Acquisition, grant
      the Executive 367 Series B-1 Units in
Genesis.

            


    

     

    
      	
               
      

            	
              2.

            	
              In
      exchange for the consideration recited in Paragraph 1 above, the Executive
      agrees to enter into an Amended and Restated Employment Agreement
      substantially in the form attached hereto as Exhibit A,
      subject to the Genesis compensation committee’s approval and, if needed,
      the Genesis Board of Directors’ approval, of the terms of such Amended and
      Restated Employment Agreement.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Executive understands and agrees that he is releasing any and all claims
      and rights he may have under his employment agreement with Genesis that
      was effective on or about December 31, 2008 (the “Employment
      Agreement”), to any claims for any “Change of Control” Severance
      Payment under the Employment Agreement, as that term is defined in the
      Employment Agreement.  The Executive further understands and
      agrees that, regardless of any activity that may constitute a Change of
      Control, as that term is defined in the Employment Agreement, he is not
      entitled to, and will not seek, any “Change of Control” Severance Payment,
      and will not claim that a Change of Control has
  occurred.

            


    

     

    
      	
               
      

            	
              4.

            	
              Further,
      the Executive understands and agrees that if that an Amended and Restated
      Employment Agreement is not entered into, for any reason, after the date
      of this Agreement, that  he is releasing any and all claims and
      rights he may have under the Employment Agreement to any claim for a
      Severance Payment, of any type, of greater than eighteen (18)
      months.  The Executive further understands and agrees that,
      regardless of any activity that may constitute “Good Reason” or
      termination without “Cause,” as those terms are defined in the Employment
      Agreement, he is not entitled to, and will not seek, any Severance Payment
      in excess of eighteen (18) month.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      Executive agrees to enter into a Release Agreement substantially in the
      form attached hereto as Exhibit B upon
      his execution of an Amended and Restated Employment
    Agreement.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Executive is advised to consult with an attorney prior to executing this
      Agreement.  The Executive understands that he has the right to
      consult an attorney of his choice and has
      consulted with an attorney or has knowingly and voluntarily decided not to
      do so.

            


    

     

    
      	
               
      

            	
              7.

            	
              Effective
      upon the closing of the transactions contemplated by this Agreement, the
      Employment Agreement shall be amended, as set forth in Paragraphs 3 and 4
      above.  Effective upon the closing of the transactions
      contemplated by this Agreement, Paragraphs 3 and 4 shall constitute an
      amendment to the Employment Agreement.  The terms and provisions
      of the Employment Agreement and all other documents and instruments
      relating and pertaining to the Employment Agreement shall continue in full
      force and effect, as amended
hereby.

            


    

     

     

    [Signature
Page Follows]

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement, effective as of
the 5th day
of February, 2010.

     

     

    
      	 	
              /s/ Grant E. Sims

            
	 	
              Grant
      E. Sims

            
	 	 
      	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	
              GENESIS
      ENERGY, LLC

            
	 	 
      	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	
              By:

            	
              /s/ Robert V. Deere

            
	 	
              Name:

            	
              Robert V. Deere

            
	 	
              Title:

            	
              Chief Financial Officer

            
	 	 
      	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	
              Q
      GENESIS ACQUISITION, LLC

            
	 	 
      	
              By:

            	
              Q
      GEI HOLDINGS, LLC,

            
	 	 
      	
              its
      Manager

            
	 	 
      	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	 
      	 
      	
              By:

            	
              /s/ Corbin J. Robertson
  III

            
	 	 
      	 
      	
              Name:

            	
              Corbin
      J. Robertson III

            
	 	 
      	 
      	
              Title:

            	
              President

            


    

     

     

    
      [Signature
Page to Sims Waiver Agreement]

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

    


    [See
Attached]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      Exhibit
A

       

      AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

       

      This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”)
is made as of February [__], 2010 (the “Effective
Date”), by and between GENESIS ENERGY, LLC, a
Delaware limited liability company (the “Company”),
and [____________] (the “Executive”).  Terms
used in this Agreement and not otherwise defined shall have the meaning given to
such terms in the Amended and Restated Limited Liability Company Agreement of
the Company (the “LLC
Agreement”).  This Agreement amends and restates the Executive
Employment Agreement, dated December 31, 2008, by and between the Company and
Executive (the “Original
Employment Agreement”) in its entirety.

       

      W
I T N E S S E T H:

       

      WHEREAS, the Company, which is
the general partner of Genesis Energy, L.P., a Delaware limited partnership (the
“Partnership”),
desires to employ Executive as its [____________], and Executive desires to be
employed by the Company in said capacity;

       

      WHEREAS, the Company desires
to employ the Executive on the terms and conditions, and for the consideration,
hereinafter set forth, and the Executive desires to be employed by the Company
on such terms and conditions and for such consideration; and

       

      WHEREAS, the Company and the
Executive are parties to the Original Employment Agreement, and desire to amend
and restate the Original Employment Agreement as set forth herein in its
entirety.

       

      NOW, THEREFORE, for and in
consideration of the mutual promises, covenants, and obligations contained
herein, including, but not limited to, Confidential Information, as defined in
Section 6.1
below, and other good and valuable consideration, the Company and the Executive
agree as follows:

       

      ARTICLE
I

      DEFINITIONS
AND INTERPRETATIONS

       

      
        	
                 
      

              	
                1.1

              	
                Definitions

              


      

       

      (a)           “Affiliate”
has the meaning assigned to such term in the LLC Agreement.

       

      (b)           “Board” has
the meaning assigned to such term in the LLC Agreement.

       

      (c)           “Cause”
shall mean the Executive’s (i) conviction or plea of nolo contendere in a court of
law of any crime or offense (excluding misdemeanors, minor traffic violations
and other minor offenses), imposition of unadjudicated probation for any felony
(or any other crime involving moral turpitude, fraud, embezzlement, material
misconduct or misappropriation) or the Executive’s indictment or entering into a
consent decree relating to any violations of U.S. or foreign securities laws,
(ii) willful misconduct or gross negligence in connection with the business or
affairs of any Related Party, (iii) substance abuse, including abuse of alcohol,
drugs or other substances or use of illegal narcotics or substances, for which
the Executive fails to undertake treatment immediately after requested by the
Board or to complete such treatment and which abuse continues or resumes after
such treatment period, or possession of illegal narcotics or substances on the
premises of any Related Party or while performing the Executive’s duties and
responsibilities, (iv) misappropriation of funds or other acts of dishonesty
involving any Related Party, (v) continuing failure or refusal to perform the
Executive’s duties or to carry out in all material respects the lawful
directives of the Board which remains uncorrected thirty (30) days after the
Executive receives notice of such failure or refusal or (vi) material breach of
the terms of this Agreement or any other agreement between the Executive and any
Related Party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)           “Claims”
has the meaning assigned to such term in Section
9.5.

       

      (e)           “COBRA” has
the meaning assigned to such term in Section
5.1.

       

      (f)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.

       

      (g)           “Company”
has the meaning assigned to such term in the recitals.

       

      (h)           “Company
Business”
is defined in Section
8.1(d).

       

      (i)           “Company
Parties”
has the meaning assigned to such term in Section
9.5.

       

      (j)           “Competing
Business”
is defined in Section
8.1(a)(ii)(1).

       

      (k)           “Confidential
Information” has the meaning assigned to such term in Section
6.1.

       

      (l)           “Disability”
shall mean either (i) the Executive’s inability to perform, even with reasonable
accommodation, on a full-time basis the employment duties and responsibilities
assigned to the Executive hereunder due to accident, physical or mental illness,
or other circumstance; provided, however, that such
inability continues for a period exceeding ninety (90) consecutive days during
any one hundred and eighty (180) consecutive calendar days or one hundred and
twenty (120) calendar days in any twelve (12) month period, or (ii) the
Executive is determined to be totally disabled by the Social Security
Administration.  The Executive must submit to a reasonable number of
examinations, to be paid for by the Company, by the physician making the
determination regarding disability, and the Executive hereby authorizes the
disclosure and release to the Company of such determination and all supporting
medical records.  If the Executive is not legally competent, the
Executive’s legal guardian or duly authorized attorney-in-fact will act in
Executive’s stead, for the purposes of submitting the  Executive to
the examinations, and for the purpose of providing the authorization of
disclosure.

       

      (m)           “Effective
Date” has the meaning assigned to such term in the recitals.

       

      (n)           “ERISA” has
the meaning assigned to such term in Section
5.1.

       

      (o)           “Good Reason”
shall mean the occurrence of any one or more of the following without the
written consent of the Executive: (i) the assignment to the Executive by the
Board of employment responsibilities under this Agreement that, when taken as a
whole, are materially inconsistent with a senior management position with the
Company, (ii) the Company requiring a change of the location for performance of
the employment responsibilities of the Executive greater than one hundred (100)
miles away from such location as of the Effective Date (not including ordinary
periodic travel during the regular course of employment) or (iii) the Company’s
failure to pay the Executive’s base salary or to provide the benefits set forth
herein in the absence of Cause.


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      (p)           “Intellectual
Property”
has the meaning assigned to such term in Section 6.1.

       

      (q)           “Involuntary
Termination”
shall mean any termination of the Executive’s employment with the Company
which:

       

      (i)           is
a termination by the Company pursuant to Section 3.2 for any
reason other than those encompassed by clauses (a), (b), or (c) of Section 3.2;
or

       

      (ii)         
results from a resignation by the Executive pursuant to Section
3.4(a).

       

      (r)           “Law” has
the meaning assigned to such term in the LLC Agreement.

       

      (s)           “LLC Agreement”
shall mean the Amended and Restated Limited Liability Company Agreement of the
Company, dated as of February [__], 2010.

       

      (t)           “Membership
Interest” has the meaning assigned to such term in the LLC
Agreement.

       

      (u)           “Original
Employment
Agreement”
shall mean the Executive Employment Agreement by and between the Executive and
the Company, dated as of December 31, 2008.

       

      (v)           “Partnership”
shall mean Genesis Energy, L.P., a Delaware limited partnership.

       

      (w)           “Prohibited
Period” is
defined in Section
8.1(a)(ii)(2).

       

      (x)           “Related
Party” or
“Related
Parties”
shall mean the Partnership, the Company and each of their
subsidiaries.

       

      (y)           “Restricted
Area” shall mean any state in which the Partnership is operating at the
time of termination of the Executive’s employment with the Company.

       

      (z)           “Restricted Unit
Agreement” shall mean the Restricted Unit Agreement by and between the
Company and the Executive, dated as of February [__], 2010.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

       

      (aa)          “Quintana-Related
Entity” has the meaning assigned to such term in the LLC
Agreement.

       

      1.2           Interpretations.  In this
Agreement, unless a clear contrary intention appears, (a) the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision, (b) reference to any Article or Section, means such Article or
Section hereof, (c) the word “including” (and with correlative meaning
“include”) means including, without limiting the generality of any description
preceding such term and (d) where any provision of this Agreement refers to
action to be taken by either party, or any action which such party is prohibited
from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such party.

       

      ARTICLE
II

      EMPLOYMENT
AND DUTIES

       

      2.1           Employment.  Effective as of
the Effective Date and continuing for the period of time set forth in Section
3.1 of this Agreement, the Executive’s employment by the Company shall be
subject to the terms and conditions of this Agreement.

       

      2.2           Position,
Duties and Services.  The Executive’s
initial title as of the Effective Date shall be [____________].  The
Executive’s title, duties and powers shall be determined from time to time and
may be changed by the Board in its sole discretion, so long as any such changed
duties are not inconsistent with the duties of a member of senior
management.  The Executive shall perform his duties diligently and to
the best of his abilities.  The Executive’s employment shall be
subject to the supervision and direction of the Board and shall also be subject
to the policies maintained and established by the Company that are of general
applicability to the Company’s executive officers, as such policies may be
amended from time to time.

       

      2.3           Place of
Employment.  The Executive’s
initial place of employment shall be in [Houston, Texas] OR [Baton Rouge,
Louisiana]
..

       

      2.4           Other
Interests.  Except as
specifically provided below, the Executive agrees, during the period of his
employment by the Company, to devote the Executive’s full business time, energy
and best efforts to the business and affairs of any or all of the Related
Parties and not to engage, directly or indirectly, in any other business or
businesses, whether or not similar to that of the Related
Parties.  The foregoing notwithstanding, the parties recognize and
agree that the Executive may engage in passive personal investment and
charitable activities that in each case do not conflict with the business and
affairs of the Related Parties or interfere with the Executive’s performance of
his duties hereunder and manage his personal, financial and legal
affairs.

       

      2.5           Duty of
Loyalty.  The Executive
acknowledges and agrees that the Executive owes a fiduciary duty of loyalty to
act in the best interests of the Company during the Executive’s employment with
the Company.  In keeping with such duty, during the Executive’s
employment with the Company, the Executive shall make full disclosure to the
Company of all business opportunities pertaining to any of the Related Parties’
or any of the Quintana-Related Entities’ business and shall not appropriate for
the Executive’s own benefit business opportunities concerning any of the Related
Parties’ or any of the Quintana-Related Entities’ business.


      
        
           


        

        
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      2.6           Other
Agreements.  The Executive
represents and warrants to the Company as of the Effective Date that, except as
set forth in the LLC Agreement and the Restricted Unit Agreement and except as
contemplated by Section 5.6 hereof, (a) the Executive has no agreement, whether
written or oral, providing for the payment of compensation or for the provision
of benefits to the Executive (including fees, bonuses, carried interests or
other similar or contingent compensation of any kind) from any Related Party, or
otherwise relating to any projects, currently under development or otherwise
contemplated by any Related Party, (b) the Executive has no equity or other
ownership interest in the Company or in any other Related Party, or any right or
option to acquire any equity or other ownership interest in the Company or any
other Related Party, whether through a convertible or exchangeable security or
otherwise and (c) neither the Company nor any other Related Party is indebted
to, or otherwise owes money to, the Executive or any entity affiliated with the
Executive, except for salary and benefit reimbursement obligations accrued
during the current payroll cycle and for reimbursement of travel and
entertainment expenses incurred in the ordinary course of business consistent
with Executive’s past practice in the industry.

       

      ARTICLE
III

      TERM
AND TERMINATION OF EMPLOYMENT

       

      3.1           Term.  Unless sooner
terminated pursuant to other provisions hereof, the Company agrees to employ the
Executive for the period beginning on the Effective Date and ending on the first
anniversary of the Effective Date.  On the first anniversary of the
Effective Date and on each anniversary thereafter, if the Executive’s employment
under this Agreement has not terminated pursuant to Section 3.2 or 3.34, then
such term of employment shall be extended automatically for an additional one
(1) year period unless on or before the date that is ninety (90) days prior to
the first day of any such extension period either party shall give written
notice to the other that no such automatic extension shall occur.

       

      3.2           The
Company’s Right to Terminate.  Notwithstanding the provisions
of Section 3.1, the Company shall have the right to terminate the Executive’s
employment under this Agreement at any time for any of the following
reasons:

       

      
        	
                 
      

              	
                (a)

              	
                upon
      the Executive’s death;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                upon
      the Executive’s Disability;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                for
      Cause; or

              


      

       

      (d)           for
any other reason whatsoever or for no reason at all, in the sole discretion of
the Board.

       

      3.3           The
Executive’s Right to be Heard.  If the Executive receives
notice of termination of his employment, he shall have the right to request a
hearing before the Board.  The Executive must deliver written notice
to the Board of his intent to request such a hearing within ten (10) days of his
receipt of such notice of termination.  Such hearing shall be held as
promptly as practicable.  The Board shall notify the Executive of its
determination to affirm or withdraw such notice of termination within thirty
(30) days following such hearing.

      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      

       

      
        3.4           The
Executive’s Right to Terminate.  Notwithstanding the provisions
of Section 3.1, the Executive shall have the right to terminate the Executive’s
employment under this Agreement for any of the following reasons:

         

      

      (a)           at
any time for Good Reason; provided, however, that (i)
prior to the Executive’s termination for Good Reason, the Executive must give
written notice to the Company of the specific assignment, change, event or
failure that resulted in Good Reason and, in respect of circumstances capable of
cure, such assignment, change or failure must remain uncorrected for thirty (30)
days following such written notice, and (ii) in no event will a termination of
employment by the Executive be considered to be for Good Reason if such
termination occurs more than sixty (60) days after the date such assignment,
change, event or failure occurs; or

       

      (b)           at
any time for any other reason whatsoever or for no reason, in the sole
discretion of the Executive.

       

      3.5           Notice of
Termination.  If
the Company desires to terminate the Executive’s employment hereunder at any
time prior to expiration of the term of employment as provided in Section 3.1, it shall
do so by giving written notice to the Executive that it has elected to terminate
the Executive’s employment hereunder and stating the effective date and reason
for such termination; provided, that no such action
shall alter or amend any other provisions hereof or rights arising
hereunder.  If the Executive desires to terminate his employment
hereunder at any time prior to expiration of the term of employment as provided
in Section 3.1,
he shall do so by giving a thirty (30) day written notice to the Company that he
has elected to terminate his employment hereunder and stating the effective date
and reason for such termination, provided, that no such action
shall alter or amend any other provisions hereof or rights arising
hereunder.

       

      3.6           Deemed
Resignations.  Any
termination of the Executive’s employment shall constitute an automatic
resignation of the Executive:

       

      (a)           as
an officer of each Related Party and each Affiliate of a Related
Party;

       

      (b)           as
a member of the Board (if applicable);

       

      (c)           as
a member of the board of directors or similar governing body of any other
Related Party or any Affiliate of a Related Party; and

       

      (d)           as
a member of the board of directors or similar governing body of any corporation,
limited liability company, or other entity in which any Related Party or any
Affiliate holds an equity interest and with respect to which board or similar
governing body the Executive serves as Related Party’s or such Affiliate’s
designee or other representative.

       

      
        
          
          

        

        
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      ARTICLE
IV

      COMPENSATION
AND BENEFITS

       

      4.1           Base
Salary.  During
the period of this Agreement, the Executive shall receive an annual base salary
of $[____________].  The Executive’s
annual base salary shall be reviewed by the compensation committee of the
Company on an annual basis, and, if recommended by the compensation committee
and approved in the sole discretion of the Board, such annual base salary may be
so adjusted, effective as of any date determined by the Board.  The
Executive’s annual base salary shall be paid in equal installments in accordance
with the Company’s standard policy regarding payment of compensation to
executives but no less frequently than monthly, and shall be subject to
applicable withholdings and taxes.

       

      4.2           Bonus.  The
Executive shall be eligible to receive an annual bonus, as recommended by the
compensation committee and approved in the sole discretion of the
Board.  Any bonus payable shall be made in the sole discretion of the
Board taking into consideration, among other things, the actual performance of
the Company for such year compared to the budgeted
performance.  Bonuses for any year shall be determined by the Board as
provided in this Section 4.2 and paid
to the Executive in accordance with the terms of the award.

       

      4.3           Employment
Taxes and Withholdings.  The Executive acknowledges that, upon
Executive’s acquisition of a Membership Interest in the Company, for income and
employment tax purposes, insofar as Executive receives a Base Salary and
benefits pursuant to this Article IV, he will
be treated as a self-employed partner receiving guaranteed
payments.  The Company shall make a quarterly tax equalization
payments to reimburse Executive for any self employment taxes incurred by the
Executive on the Base Salary paid or provided to the Executive by the Company
pursuant to this Article IV (but not
amounts which Executive receives pursuant to the LLC Agreement by virtue of
owning a Membership Interest), to the extent of the difference in the tax burden
imposed on the Executive as a result of his status as a member of the Company in
comparison to the tax treatment that would be available to the Executive if he
was characterized as a common law employee for tax purposes.  If the
Company adopts any additional policies intended to address tax treatment
associated with the self-employment status of members of the Company, the
Executive shall be eligible for any such benefits on the same basis as all other
similarly situated executives of the Company.  To the extent the
Executive is not required to be treated as a self-employed partner, any amounts
payable pursuant to this Agreement shall be subject to applicable tax
withholding requirements.

       

      4.4           Key Man
Insurance.  The
Executive acknowledges that he is considered critical to the success of the
Related Parties, and agrees that the Company may obtain at the Company’s
Expense, now or in the future, one or more “key man” life and/or disability or
similar insurance policies payable to the Company upon the Executive’s death,
disability or similar event.  The Executive will assist and cooperate
with the Company as reasonably requested in obtaining or maintaining any such
insurance policies.

       

      4.5           Other
Perquisites.  During
his employment hereunder, the Executive shall be afforded the following benefits
as incidences of his employment:

       

      
        
          
          

        

        
          - 7
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      (a)          
 Vacation.  Executive
shall be entitled to paid vacation during each calendar year, consistent with
any written policies of the Company then applicable to executive officers
generally, but in no event fewer than four (4) weeks.  Unused vacation
days and holidays shall be carried over from year to year, if at all, in
accordance with the written policies then in effect for executive officers of
the Company generally.

       

      (b)           Holidays.  Executive
shall further be entitled to paid holidays, personal days, and sick days
consistent with the written policies then applicable to executive officers of
the Company generally.

       

      (c)           Business and Entertainment
Expenses.  Except as otherwise specified in any policies and
procedures of the Company with respect to expense reimbursement as applied to
executive officers generally, the Executive shall be reimbursed by the Company
for reasonable and appropriate expenses incurred by the Executive in connection
with the performance of the Executive’s duties hereunder, which expenses are
consistent with the annual budget approved by the Board or are otherwise
approved by the Board, including dues and fees to industry and professional
organizations and reasonable costs of entertainment and business development,
provided, that the
Executive submits appropriate documentation in support of the expenses for which
the Executive seeks reimbursement.

       

      (d)           Company Plans and
Benefits.  The Executive and, to the extent applicable, the
Executive’s spouse, dependents and beneficiaries shall be allowed to participate
in all benefits, plans, and programs, in accordance with the terms of such
arrangements, including improvements or modifications of the same, which are
now, or may hereafter be, available to other executive officers of the
Company.  The Company shall not, however, by reason of this paragraph,
be obligated to institute, maintain or refrain from changing, amending, or
discontinuing, any such benefit plan or program, so long as such changes are
similarly applicable to executive officers generally.

       

      ARTICLE
V

      EFFECT
OF TERMINATION ON COMPENSATION; ADDITIONAL PAYMENTS

       

      5.1           Termination Other Than an
Involuntary Termination. If the
Executive’s employment hereunder shall terminate for any reason other than an
Involuntary Termination, then the Company shall continue to provide all
compensation and all benefits to the Executive hereunder until the effective
date of such termination of employment (including any bonus awards earned
through such date), and such compensation and benefits shall terminate
contemporaneously with such termination of employment, except to the extent
provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”),
or Sections 601 through 608 of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”).

       

      5.2           Involuntary
Termination. Subject
to the provisions of Sections 5.3 and
5.4 hereof, in
the event of an Involuntary Termination of the Executive’s employment, the
Company shall continue to pay to the Executive (or, upon the Executive’s death
following such termination, the Executive’s estate) the Executive’s then current
base salary pursuant to Section 4.1 for a
period of eighteen (18) months.  Such severance compensation shall
begin to be paid no earlier than twenty eight (28) days following the
Executive’s Involuntary Termination (with payment in arrears from the
Involuntary Termination date).

       

      
        
          
          

        

        
          - 8
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      5.3           Release and Full
Settlement. As a
condition to the receipt of any severance compensation and/or severance benefits
under this Agreement, the Executive must first execute a release and agreement,
in form and substance satisfactory to the Company, and deliver such release to
the Company within twenty one (21) days following the Executive’s Involuntary
Termination, which shall release and discharge all of the Related Parties, the
Quintana-Related Entities and their Affiliates, and each of their respective
officers, directors, managers, partners, stockholders, members, employees,
agents, subsidiaries and successors (the “Released
Parties”) from any and all claims or causes of action of any kind or
character, including all claims or causes of action arising out of the
Executive’s employment with the Company or any other Related Party or the
termination of such employment but excluding any rights of the Executive under
the LLC Agreement.  If the Executive is entitled to and receives the
benefits provided hereunder, performance of the obligations of the Company
hereunder will constitute full settlement of all claims that the Executive might
otherwise assert against any Released Party in respect of any matter arising
prior to the termination of Executive’s employment (other than any rights
pursuant to the LLC Agreement).

       

      5.4           Payments.  Subject
to Section 409A of the Code.  If the Executive is a “specified
employee” for purposes of Section 409A of the United States Internal Revenue
Code of 1986, as amended (the “Code”),
and the regulations thereunder, any severance payment required to be made
pursuant to Section
5.2 which is subject to Section 409A of the Code shall not be made until
one (1) day after the day which is six (6) months from the date of
termination.  Any such payments that the Executive would otherwise be
entitled to during the first six (6) months following the date of the
Executive’s termination of employment shall be accumulated and paid on the date
that is one (1) day after the day which is six (6) months after the date of the
Executive’s termination of employment (or if such payment date does not fall on
a business day of the Company, the next following business day of the Company),
or such earlier date upon which such amount can be paid under Section 409A of
the Code without being subject to such additional taxes and
interest.  All reimbursements or provision of in-kind benefits
pursuant to this Agreement shall be made in accordance with Treasury Regulations
§1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed
payable at a specified time or on a fixed schedule relative to a permissible
payment event.  This Agreement is intended to comply with Section 409A
of the Code (to the extent applicable) and, to the extent it would not adversely
impact the Company, the Company agrees to interpret, apply and administer this
Agreement in the least restrictive manner necessary to comply with such
requirements and without resulting in any diminution in the value of payments or
benefits to the Executive.

       

      5.5           Liquidated
Damages.  In
light of the difficulties in estimating the damages for an early termination of
the Executive’s employment under this Agreement, the Company and the Executive
hereby agree that the payments, if any, to be received by the Executive pursuant
to this Article
V shall be received by the Executive as liquidated damages and shall be
the Executive’s sole and exclusive remedy for any such termination.

       

      5.6           Other
Benefits.  This
Agreement governs the rights and obligations of the Executive and the Company
with respect to the Executive’s base salary and certain perquisites of
employment.  Except as expressly provided herein, the Executive’s
rights and obligations both during the term of his employment and thereafter
with respect to Membership Interests in the Company and other benefits under the
plans and programs maintained by the Company shall be governed by the separate
agreements, plans, and other documents and instruments governing such
matters.

       

      
        
          
          

        

        
          - 9
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      ARTICLE
VI

      PROTECTION
OF CONFIDENTIAL INFORMATION

       

      6.1           Confidential
Information.  As
used in this Agreement, “Confidential
Information” means information belonging to a Related Party which is of
value to the Related Party, disclosed before or after the Effective Date in the
course of conducting its business, and the disclosure of which could result in a
competitive or other disadvantage to a Related Party.  Confidential
Information includes, but is not be limited to, the Related Parties’ various
trade secrets and confidential or proprietary information, including information
Executive has received before first being employed by the Company and
information Executive will receive after being employed by the Company under
this Agreement, consisting of, but not limited to, information relating to: (a)
business operations and methods; (b) existing and proposed acquisitions,
acquisition strategies, investments, investment strategies and business plans;
(c) financial performance; (d) compensation arrangements and amounts (whether
relating to the Related Parties, or to any of their respective employees); (e)
contractual relationships (including the terms of this Agreement); (f) business
partners and relationships; (g) limited partners and prospective limited
partners of the Related Parties; (h) marketing strategies; (i) lists with
information related to existing or prospective customers, partners or investors,
including, but not limited to particular investments, investment strategies,
investment patterns and amounts; (j) consulting and similar reports from third
parties; (k) inventions, improvements and other intellectual property; trade
secrets; designs, processes or formulae; software; and (l) computerized
investment approaches, methodologies, trading systems or programs, mathematical
models, simulated results, simulation software, price or research databases,
other research, algorithms, numerical techniques, analytical results, or
technical data, regardless of the medium in which any such information is
contained, which have been discussed or considered by a Related Party either
before or after the Effective Date.  Confidential Information also
includes the confidential information of others with which a Related Party has a
business relationship.  Notwithstanding the foregoing, Confidential
Information does not include (a) general business experience or knowledge and
(b) information that becomes available in the public domain, unless due to
breach of the Executive’s duties under this Article
VI.  All inventions, ideas, concepts, business opportunities,
improvements, and works of authorship, including all patent, copyright, trade
secret, trademark or other intellectual property rights therein, whether or not
reduced to practice, that the Executive, either alone or jointly with others,
conceives, reduces to practice, invents, makes, or authors during the
Executive’s employment with the Company and that relate to or result from the
business of a Related Party (collectively, the “Intellectual
Property”), shall be the sole and exclusive property of the
Company.  The Executive hereby assigns all rights in and to the
Intellectual Property throughout the world to the Company.  All
documents and files, both digital and tangible, embodying such Intellectual
Property shall also be the sole and exclusive property of the
Company.  The Executive agrees to execute all assignments necessary to
record or evidence title to the Intellectual Property in the Company by signing
a written assignment of the Intellectual Property in favor of the Company,
including in connection with the prosecution of any patent or copyright
application.

       

      
        
          
          

        

        
          - 10
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      6.2           No Unauthorized Use or
Disclosure.  The
Executive understands and agrees that the Executive’s employment creates a
relationship of confidence and trust between the Executive and the Related
Parties with respect to all Confidential Information.  At all times,
both during the Executive’s employment with the Company and after its
termination, the Executive will keep in confidence and trust all such
Confidential Information, and will not use or disclose any such Confidential
Information without the written consent of the Company, except as may be
necessary in the ordinary course of performing the Executive’s duties to the
Related Parties.  All documents, records, data, apparatus, equipment
and other physical property, whether or not pertaining to Confidential
Information, which are furnished to the Executive by a Related Party or are
produced by the Executive in connection with the Executive’s employment, will be
and remain the sole property of the Company or the applicable Related
Party.  The Executive will return to the Related Party all such
materials and property as and when requested by the Company or the applicable
Related Party.  In any event, the Executive will return all such
materials and property immediately upon termination of the Executive’s
employment for any reason.  The Executive will not retain any such
material or property or any copies thereof after such termination, except that
the Executive may retain a list of materials returned in order to prove that
such information was actually returned to the Company or the applicable Related
Party.

       

      6.3           Assistance by the
Executive.  During
the period of the Executive’s employment by the Company and thereafter, the
Executive shall assist the Related Parties and their respective nominees, at any
time, in the protection of the Related Parties’ worldwide right, title, and
interest in and to Confidential Information and the execution of all formal
assignment documents requested by the Related Parties or their respective
nominees and the execution of all lawful oaths and applications for patents and
registration of copyright in the United States and foreign
countries.  The Executive’s reasonable out-of-pocket expenses
(including the reasonable costs of counsel, if any) incurred in providing such
assistance shall be paid or reimbursed by the Related Party requesting such
assistance.  The Executive shall be fairly compensated at market rates
for any such assistance provided by the Executive at any time following the
termination of the Executive’s employment with the Company (it being understood
that the Executive shall not be entitled to any compensation in excess of the
severance compensation and benefits set forth in Article V in
connection with any such assistance provided by the Executive during the period
in which such severance compensation and benefits are provided).

       

      6.4           Agreements With Other
Employers.  The
Executive represents and warrants to the Company that (i) he does not have any
agreements with any current or prior employer that will prohibit him from
working for the Company or fulfilling his duties and obligations to the Company
and the other Related Parties pursuant to this Agreement and (ii) he has
complied with all noncompetition, nonsolicitation, and confidentiality duties
imposed on him with respect to his former employers, e.g., the Executive does not
possess any tangible property belonging to any former employer without having
the right to possess such property.  The Executive agrees that during
the Executive’s employment with the Company, the Executive will not disclose to
the Company, or use or induce the Company to use, any non-public, confidential
or proprietary information, documents or materials belonging to any third party,
including any prior employer.  The Executive acknowledges that the
Company has expressly stated that it does not wish to receive any such
information or for the Executive to use such information in the course of the
Executive’s employment with the Company.  Further, the Executive
agrees to indemnify the Company and each Related Party for any claim, including,
but not limited to, reasonable attorneys’ fees and expenses of investigation, by
any such third party that such third party may now have or may hereafter come to
have against the Company or any Related Party based upon or arising out of any
non-competition, nonsolicitation, confidentiality or other agreement between
Executive and such third party which was in existence as of the date of this
Agreement.

       

      
        
          
          

        

        
          - 11
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      6.5           Remedies.  The
Executive acknowledges that money damages would not be sufficient remedy for any
breach of this Article
VI by the Executive, and the Company or any other Related Party shall be
entitled to enforce the provisions of this Article VI by
terminating payments then owing to the Executive under this Agreement or
otherwise and to specific performance and injunctive relief as remedies for such
breach or any threatened breach.  Such remedies shall not be deemed
the exclusive remedies for a breach of this Article VI but shall
be in addition to all remedies available at law or in equity, including the
recovery of damages from the Executive and his agents.

       

      6.6           Exceptions.  Notwithstanding
anything to the contrary, the Executive’s disclosure of confidential information
shall not be deemed a violation of this Article VI to the
extent that (i) disclosure is required by law or by any court or other
governmental authority with jurisdiction or authority to order the Executive to
disclose or make accessible any such information or (ii) such information
becomes a part of the public domain so long as the Executive has not violated
this Article VI
in respect of such information; provided, however, that in
the event disclosure is required under clause (i) and the Executive is making
such disclosure, the Executive shall provide the Company with prompt notice of
such requirement prior to making any disclosure, so that the Company may seek an
appropriate protective order.  At the request of the Company, the
Executive agrees to deliver to the Company, at any time during the term of
employment with the Company or thereafter, all Confidential Information and
Intellectual Property that he may possess or control.

       

      6.7           General
Knowledge.  Nothing
in this Agreement shall prevent the Executive from using at any time his general
knowledge, skill, experience and expertise in the conduct of his business or
other activities, except and only to the extent such business or other
activities would be specifically prohibited by this Article VI, Article VII or Article
VIII.

       

      ARTICLE
VII

      DISPARAGEMENT

       

      7.1           Non-Disparagement.  During
the Executive’s employment with the Company and following any termination of
such employment, (a) the Executive agrees not to disparage, either orally or in
writing, any of the Related Parties or any Quintana-Related Entities, any of the
Related Parties’ or any Quintana-Related Entities’ business, products, services
or practices, or any of the Related Parties’ or any Quintana-Related Entities’
directors, officers, agents, representatives, stockholders, partners, members,
employees, or their applicable Affiliates and (b) the Company agrees not to
disparage, and to cause the Related Parties not to disparage, either orally or
in writing, the Executive.

       

      
        
          
          

        

        
          - 12
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      ARTICLE
VIII

      NON-COMPETITION
OBLIGATIONS

       

      8.1           Non-Competition
Obligations.  (a)(i)
The Executive expressly covenants and agrees that during the Prohibited Period
(as defined below), (A) such Executive will not, other than in the normal course
of such Executive’s employment with the Company or any of its Affiliates, engage
directly or indirectly in any Competing Business in the Restricted Area, and (B)
such Executive will not, and will cause its Affiliates not to, directly or
indirectly, own, manage, operate, join, become an employee of, control or
participate in or be connected with, or loan money to or sell or lease equipment
or real estate to, any business, individual, partnership, firm, corporation or
other Person, which engages in a Competing Business in the Restricted
Area.  For purposes of this Section 8.1, any such
business, individual, partnership, firm, corporation or other Person shall be
deemed to be a Competing Business if more than 5% of its gross revenues in any
twelve (12) month period are attributable to the provision of services or to
operations that compete with the Company.  In no event will the
Company or any of its Affiliates be deemed to be a Competing
Business.

       

      (i)           As
used in this Agreement:

       

      (1)           
“Competing
Business” shall mean (x) any business in which the Related Parties are
engaged or into which any Related Party has considered expanding (as evidenced
by the consideration of capital expenditure plans or the expenditure of capital,
site visits, discussions with potential acquisition or partnership targets and
the like), in each case as of the Effective Date and (y) any business in which
the Related Parties are engaged or into which any Related Party has considered
expanding within twelve (12) months prior to the termination of the Executive’s
employment with the Company (as evidenced by the consideration of capital
expenditure plans or the expenditure of capital, site visits, discussions with
potential acquisition or partnership targets and the like), in each case as of
(1) the date of termination of the Executive’s employment with the Company or
(2) the date on which the Executive ceases to hold any equity interest in the
Company or any of its successors or assigns, whichever is later.

       

      (2)           
“Prohibited
Period”
shall mean the longer of (x) the time period during which the Executive is an
employee, officer, or director of the Company or any of its Affiliates and
eighteen (18) months thereafter or (y) the time period during which the
Executive holds any equity interest in the Company or any of its successors or
assigns and eighteen (18) months thereafter.

       

      (ii)           Notwithstanding
the restrictions contained in Section 8.1(a)(i),
the Executive or any of his Affiliates may own an aggregate of not more than two
and a half percent (2.5%) of the outstanding capital stock of any class of any
entity engaged in a Competing Business, if such capital stock is listed on a
national securities exchange or regularly traded in the over-the-counter market
by a member of a national securities exchange, without violating the provisions
of Section
8.1(a)(i), provided, that neither the
Executive nor his Affiliates have the power, directly or indirectly, to control
or direct the management or affairs of any such entity and are not involved in
the management of such entity.

       

      (iii)           The
Executive further expressly covenants and agrees that during the Prohibited
Period, he will not, other than on behalf of the Company or any of its
Affiliates, and he will cause his Affiliates not to (A) engage or employ, or
solicit or contact with a view to the engagement or employment of any Person who
is an officer, employee or agent of the Company or its Affiliates or (B)
canvass, solicit, approach or entice away or cause to be canvassed, solicited,
approached or enticed away from the Company or any of its Affiliates any Person
who or which is a customer, consultant or supplier of the Company or its
Affiliates.

       

      
        
          
          

        

        
          - 13
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      (iv)           The
Executive further expressly covenants and agrees that during the Prohibited
Period, he will not, other than on behalf of the Company or any of its
Affiliates, and he will cause his Affiliates not to, call upon any prospective
acquisition candidate for the purpose of completing an acquisition of such
target on such Executive’s own behalf or on behalf of any Competing Business,
which candidate is a Competing Business or which candidate was, to such
Executive’s knowledge, either called upon by the Company or any of its
subsidiaries or for which the Company or any of its subsidiaries made an
acquisition analysis, for the purpose of acquiring such candidate.

       

      (v)           The
Executive further expressly covenants and agrees that during the Prohibited
Period, he will advise the Company of the identity of any new employer of the
Executive within ten (10) days of accepting such employment.

       

      (b)           The
Executive and the Company acknowledge and agree that the restrictions as to
time, geographic area and scope of activity set forth in Section 8.1(a)(a)(i) are reasonable
and do not impose any greater restraint than is necessary to protect the
legitimate business interests of the Company.  The Executive
understands that such restrictions may limit his ability to engage in certain
businesses anywhere in the Restricted Area during the Prohibited Period, but
acknowledges that he will receive sufficiently high remuneration and other
benefits from the Company to justify such restrictions.  Further, the
Executive acknowledges that his skills are such that he can be gainfully
employed in non-competitive employment, and that the agreement not to compete
will in no way prevent him from earning a living.  Nevertheless, if
any of the aforesaid restrictions are found by a court of competent jurisdiction
to be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by the court making such determination so as to be reasonable and
enforceable and, as so modified, to be fully enforced.  By agreeing to
this contractual modification prospectively at this time, the Company and the
Executive intend to make this provision enforceable under the law or laws of all
applicable States so that the entire agreement not to compete and this Agreement
as prospectively modified shall remain in full force and effect and shall not be
rendered void or illegal.

       

      (c)           The
Executive and the Company further acknowledge and agree that, in the event of a
breach or threatened breach of any of the provisions of this Section 8.1, the
Company shall be entitled to immediate injunctive relief, as any such breach
would cause the Company irreparable injury for which it would have no adequate
remedy at law.  Nothing herein shall be construed so as to prohibit
the Company from pursuing any other remedies available to it hereunder, at law
or in equity for any such breach or threatened breach.

       

      
        
          
          

        

        
          - 14
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      (d)           The
Executive hereby represents to the Company that he has read and understands, and
agrees to be bound by, the terms of this Section
8.1.  The Executive acknowledges that the geographic scope and
duration of the covenants contained in this Section 8.1 are the
result of arm’s-length bargaining and are fair and reasonable in light of (i)
the nature and wide geographic scope of the operations of the Company Business,
(ii) the Executive’s level of control over and contact with the Company Business
in all jurisdictions in which it is conducted, (iii) the fact that the Company
Business is conducted throughout the geographic area where competition is
restricted by this Agreement, and (iv) the amount of consideration that the
Executive is receiving in connection with the transactions contemplated by this
Agreement.  It is the desire and intent of the parties that the
provisions of this Agreement be enforced to the fullest extent permitted under
applicable Laws, whether now or hereafter in effect and therefore, to the extent
permitted by applicable Laws, the parties waive any provision of applicable Laws
that would render any provision of this Section 8.1 invalid
or unenforceable.  For purposes of this Agreement, “Company
Business” shall mean the operations conducted by the Related Parties as
of the Effective Date and from time to time thereafter.

       

      ARTICLE
IX

      MISCELLANEOUS

       

      9.1           Notices.  For
purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be personally delivered, mailed by
certified mail, return receipt requested, or delivered by nationally recognized
overnight delivery service with proof of receipt maintained, at the following
addresses (or any other address that any party may designate by written notice
to the other party, in accordance herewith, except that such notice shall be
effective only upon receipt):

       

      
        	
                 
      

              	
                If
      to the Company to:

              	
                Genesis
      Energy, LLC

              


      

      919 Milam
Street, Suite 2100

      Houston,
Texas 77002

      Attention:  [____________]

      


      
        	
                 
      

              	
                with
      copies to:

              	
                Q
      GEI Holdings, LLC

              


      

      601
Jefferson Street, Suite 3600

      Houston,
Texas  77002

      Attention:  Steve
Putman

      


      Andrews
Kurth LLP

      600
Travis Street, Suite 4300

      Houston,
Texas  77002

      Attention:  G.
Michael O’Leary

      


      
        	
                 
      

              	
                If
      to the Executive to:

              	
                [____________]

              


      

      [____________]

      [____________]

    

    
       

      
        
          
          

        

        
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      Any such
notice shall be effective (i) if delivered personally, upon receipt thereof by
the recipient, (ii) if delivered by nationally recognized overnight delivery
service, on the first business day after being sent or (iii) if delivered by
certified mail, upon the earlier of actual receipt thereof by the recipient or
five (5) business days after the date of deposit in the United States
mail.

       

      9.2           Governing
Law.  THIS
AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH
STATE.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.

       

      9.3           Consent to
Jurisdiction.

       

      (a)           The
parties hereto hereby irrevocably submit to the exclusive jurisdiction of the
courts of the State of Texas and the federal courts of the United States of
America located in Houston, Texas, and appropriate appellate courts therefrom,
over any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby, and each party hereby irrevocably agrees that
all claims in respect of such dispute or proceeding may be heard and determined
in such courts.  The parties hereby irrevocably waive, to the fullest
extent permitted by applicable Law, any objection which they may now or
hereafter have to the laying of venue of any dispute arising out of or relating
to this Agreement or any of the transactions contemplated hereby brought in such
court or any defense of inconvenient forum for the maintenance of such
dispute.  Each of the parties hereto agrees that a judgment in any
such dispute may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by Law.  This consent to jurisdiction is
being given solely for purposes of this Agreement and is not intended to, and
shall not, confer consent to jurisdiction with respect to any other dispute in
which a party to this Agreement may become involved.

       

      (b)           Each
of the parties hereto hereby consents to process being served by any party to
this Agreement in any suit, action, or proceeding of the nature specified in
subsection (a) above by the mailing of a copy thereof in the manner specified by
the provisions of Section
9.1.

       

      9.4           Amendment and
Waiver.  The
provisions of this Agreement may be amended, modified or waived only with the
prior written consent of the Company and the Executive, and no course of conduct
or failure or delay in enforcing the provisions of this Agreement shall be
construed as a waiver of such provisions or affect the validity, binding effect
or enforceability of this Agreement or any provision hereof.

       

      9.5           No Prior Claims;
Release.  The
Executive hereby represents and warrants that (a) neither he, nor any of his
Affiliates, has any claim or cause of action of any kind whatsoever, existing as
of the Effective Date, against any of the Related Parties or any of their
respective members, stockholders, partners, managers, officers, directors,
employees, subsidiaries and successors (collectively, the “Company
Parties”), and that he is unaware of any basis for any such claim or
cause of action and (b) none of the Company Parties is indebted to, or otherwise
owes money to, the Executive or any of his Affiliates.  The Executive
further hereby irrevocably waives and releases, acquits and discharges the
Company Parties from any all debts, obligations, liabilities, promises,
covenants, agreements, contracts, suits, actions, causes of action, judgments,
damages, claims or demands, whatsoever, in law or in equity or otherwise, both
past, present and future, known or unknown, suspected or claimed of any kind or
nature whatsoever but solely to the extent arising from the operation or
management of any Related Party prior to the Effective Date or any other matter
existing prior to the Effective Date (collectively, “Claims”),
and hereby covenants not to sue the Company Parties or any of them, for any
Claim; provided,
however, that nothing in this Section 9.5 shall
affect or relieve the Related Parties of their respective obligations under this
Agreement or the agreements referenced in Section 5.3 which
include but are not limited to the LLC Agreement.

       

      
        
          
          

        

        
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      9.6           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.

       

      9.7           Entire
Agreement.  Except
as provided in the written benefit plans and programs referenced in Section 4.5(d), this
Agreement, the LLC Agreement and the Restricted Unit Agreement, this Agreement
embody the complete agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any
way.  This Agreement amends and restates the Original Employment
Agreement in its entirety, and the Original Employment Agreement is of no
further force or effect.

       

      9.8           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 shall constitute one and the
same Agreement.

       

      9.9           Withholding of Taxes and
Other Employee Deductions.  The
Company may withhold from any benefits and payments made pursuant to this
Agreement all federal, state, city, and other taxes as may be required pursuant
to any law or governmental regulation or ruling and all other normal employee
deductions made with respect to the Company’s employees generally.

       

      9.10         Headings.  The
paragraph headings have been inserted for purposes of convenience and shall not
be used for interpretive purposes.

       

      9.11        Gender and
Plurals.  Whenever
the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural and vice versa.

       

      9.12        Assignment.  This
Agreement shall be binding upon and inure to the benefit of the Company and any
successor of the Company, by merger or otherwise.  This Agreement
shall also be binding upon and inure to the benefit of the Executive and his
estate.  If the Executive shall die prior to full payment of amounts
due pursuant to this Agreement, such amounts shall be payable pursuant to the
terms of this Agreement to his estate.  The Executive shall not have
any right to pledge, hypothecate, anticipate or assign this Agreement or the
rights hereunder, except by will or the laws of descent and
distribution.

       

      
        
          
          

        

        
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      9.13        Term.  This
Agreement has a term co-extensive with the term of employment provided in Section
3.1.  Termination shall not affect any right or obligation of
any party which is accrued or vested prior to such
termination.  Without limiting the scope of the preceding sentence,
the provisions of Articles Article V,
Article VI,
Article VII,
Article VIII
and Article IX
shall survive any termination of the employment relationship and/or of this
Agreement.

       

      9.14        Actions by the
Board.  Any
and all determinations or other actions required of the Board hereunder that
relate specifically to the Executive’s employment by the Company or the terms
and conditions of such employment shall be made by the members of the Board
other than the Executive (if the Executive is a member of the Board), and the
Executive shall not have any right to vote or decide upon any such
matter.

       

      9.15        Litigation and Regulatory
Cooperation.  During
the Executive’s employment, the Executive shall cooperate fully with the Company
Parties in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of a Company Party
which relate to events or occurrences that transpired while the Executive was
employed by the Company. After Executive’s employment, the Executive shall
reasonably cooperate with the Company Parties in the defense or prosecution of
any such claims or actions, subject to the Executive’s personal and business
commitments.  The Executive’s cooperation in connection with such
claims or actions shall include, but not be limited to, being available at
mutually convenient times and with reasonable advance notice to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf of a
Company Party.  From the Effective Date until the termination of the
Executive’s employment, the Executive also shall cooperate fully with the
Company Parties in connection with any investigation or review of any federal,
state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the
Company.  After the termination of the Executive’s employment, the
Executive shall provide reasonable cooperation, subject to personal and business
commitments, in connection with any investigation or review of any federal,
state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the
Company.  The Company shall reimburse promptly the Executive for any
reasonable out-of-pocket expenses incurred by the Executive during the
applicable statute of limitations relating to any such claims, actions,
investigations or reviews, in connection with the Executive’s performance of
obligations pursuant to this Section
9.15.  The amount of expenses eligible for reimbursement during
any tax year will not affect the expenses eligible for reimbursement in any
other tax year.  The Executive shall be fairly compensated at market
rates for any such cooperation provided by the Executive at any time following
the termination of the Executive’s employment (it being understood that the
Executive shall not be entitled to any compensation in excess of the severance
compensation and benefits set forth in Article V hereof in
connection with any such cooperation provided by the Executive during the period
in which such severance compensation and benefits are provided).

       

      
        
          
          

        

        
          - 18
-

          
            

          

        

        
          
          

        

      

       

      9.16        Third Party
Beneficiaries.  Each
Company Party (other than the Company) and each Released Party shall be a third
party beneficiary of the provisions of this Agreement that are applicable to
such entity.  Except as set forth in the preceding sentence, nothing
expressed or implied in this Agreement is intended or shall be construed to
confer upon or give any Person, other than the Parties hereto, any rights or
remedies under or by reason of this Agreement.

       

      9.17        Construction.  The
language used in this Agreement shall be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction shall
be applied against any party.

       

      9.18        WAIVER OF PUNITIVE AND
EXEMPLARY DAMAGE CLAIMS»

       

      .  EACH
PARTY, BY EXECUTING THIS AGREEMENT, WAIVES, TO THE FULLEST EXTENT ALLOWED BY
LAW, ANY CLAIMS TO RECOVER PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES NOT MEASURED
BY THE PREVAILING PARTY’S ACTUAL DAMAGES IN ANY DISPUTE OR CONTROVERSY ARISING
UNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO ANY ARBITRATION PROCEEDINGS.

       

      


       

      


       

      [Signature Page
Follows]


      
        
           


        

        
          - 19
-

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first set forth
above.

    

    
       

      
        	 
      	
                GENESIS
      ENERGY, LLC

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                EXECUTIVE

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                [NAME]

              


      

       

       

      
         

         

        [Signature
Page to Employment Agreement]

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    RELEASE
AGREEMENT

    


    [See
Attached]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    RELEASE
AGREEMENT

    


    This
RELEASE AGREEMENT (this “Agreement”)
is being entered into by Grant E. Sims (the “Executive”)
and Genesis Energy, LLC, a Delaware limited liability company (“Genesis”),
as of _________________, 2010, in order to further the mutually desired terms
and conditions set forth herein:

     

    
      	
               
      

            	
              1.

            	
              For
      and in consideration for the Executive’s execution of this Agreement,
      Genesis has agreed to enter into an Amended and Restated Employment
      Agreement with the Executive.  This is the sole consideration to
      be paid to the Executive by Genesis in connection with his execution of an
      Amended and Restated Employment Agreement with Genesis, and no further
      consideration shall be required for any
items.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Executive, on behalf of himself, his heirs,
      beneficiaries and personal representatives, hereby releases, acquits and
      forever discharges Genesis, its owners, officers, predecessors, employees,
      former employees, shareholders, directors, partners, attorneys, agents and
      assigns, and all other persons, firms, partnerships, or corporations in
      control of, under the direction of, or in any way presently or formerly
      associated with Genesis, including but not limited to Quintana Capital
      Group GP, Ltd., a Cayman Islands exempted company (collectively, “Genesis
      Affiliates”), of and from all claims, charges, complaints,
      liabilities, obligations, promises, agreements, contracts, damages,
      actions, causes of action, suits, accrued benefits or other liabilities of
      any kind or character, whether known or hereafter discovered, arising from
      or in any way connected with or related to the Executive’s employment with
      Genesis on or prior to the date hereof and/or the Executive’s termination
      of employment with Genesis on or prior to the date hereof, including, but
      not limited to, allegations of wrongful termination, discrimination,
      retaliation, breach of contract, promissory estoppel, retaliatory
      discharge, constructive discharge, discharge in violation of any law,
      statute, regulation or ordinance providing whistleblower protection,
      discharge in violation of public policy, intentional infliction of
      emotional distress, negligent infliction of emotional distress,
      defamation, harassment, sexual harassment, invasion of privacy, any action
      in tort or contract, any violation of any federal, state, or local law,
      including, but not limited to, any violation of Title VII of the Civil
      Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil
      Rights Act of 1866, 42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C. § 206,
      the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001
      et seq., the
      Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Age
      Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621
      et seq., the
      Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair
      Credit Reporting Act, 15 U.S.C. § 1681, et seq., the
      Sarbanes-Oxley Act, 18 U.S.C. § 1514A et seq., the Texas
      Commission on Human Rights Act, Tex. Lab. Code §
      21.001, et. seq.,
      the Texas Workers’ Compensation Act, Tex. Lab. Code §§
      451.001 - 451.003, the Texas Payday Act, Tex. Lab. Code §
      61.011, et seq.,
      or any other employment or civil rights act, and any and all claims for
      severance pay or benefits under any compensation or employee benefit plan,
      program, policy, contract, agreement or other arrangement of Genesis or
      Genesis Affiliates, but excluding any claim for unemployment compensation,
      any claim for workers’ compensation benefits, and any benefits which the
      Executive is entitled to receive under any Genesis plan that is a
      qualified plan under IRC § 401(a) or is a group health plan subject to
      COBRA, to the extent he properly elects and pays for such COBRA
      continuation coverage.

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              3.

            	
              The
      Executive understands and agrees that he is releasing any and all claims
      and rights he may have on or prior to the date hereof under any previous
      contract of employment with Genesis or any Genesis Affiliate, including,
      but not limited to, any claims and rights he may have under his Employment
      Agreement with Genesis that was effective on or about December 31, 2008
      (“Employment
      Agreement”).

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Executive agrees not to commence any legal proceeding or lawsuit against
      Genesis or any Genesis Affiliate arising out of or based upon his
      employment with Genesis or any termination of his employment with Genesis
      on or prior to the date hereof.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      consideration cited above and the promises contained herein are made for
      the purpose of purchasing the peace of Genesis and are not to be construed
      as an admission of liability or as evidence of unlawful conduct by
      Genesis, all liability being expressly
denied.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Executive voluntarily accepts the consideration cited herein, as
      sufficient payment for the full, final and complete release stated herein,
      and agrees that no other promises or representations have been made to him
      by Genesis or any other person purporting to act on behalf of Genesis,
      except as expressly stated herein.

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      Executive understands that this is a full, complete, and final release of
      Genesis and all Genesis Affiliates.  As evidenced by the
      signature below, the Executive expressly promises and represents to
      Genesis that he has completely
      read this Agreement and understands its terms, contents, conditions, and
      effects.

            


    

     

    
      	
               
      

            	
              8.

            	
              The
      Executive is advised to consult with an attorney prior to executing this
      Agreement.  The Executive understands that he has the right to
      consult an attorney of his choice and has
      consulted with an attorney or has knowingly and voluntarily decided not to
      do so.

            


    

     

    
      	
               
      

            	
              9.

            	
              The
      Executive states that he is not presently
      affected by any disability which would prevent him from knowingly and
      voluntarily granting this release, and further states that the promises
      made herein are not made under duress, coercion or undue
      influence.

            


    

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              10.

            	
              This
      Agreement will supersede any and all obligations Genesis or any Genesis
      Affiliate might otherwise owe to the Executive for any act or omission
      whatsoever that took place, or should have taken place, on or before the
      date this Agreement is signed and executed by the
      Executive.  This Agreement constitutes the entire understanding
      and agreement between the parties and it may only be modified or amended
      in a signed writing by both parties
hereto.

            


    

     

    
      	
               
      

            	
              11.

            	
              Should
      any future dispute arise with respect to this Agreement, both parties
      agree that it should be resolved solely in accordance with the terms and
      provisions of this Agreement and the laws of the State of
      Texas.

            


    

     

    
      	
               
      

            	
              12.

            	
              The
      Executive understands that he has twenty-one
      (21) days within which to consider this Agreement and that this Agreement
      is revocable by him for a period of
      seven (7) days following the execution of this Agreement, and if not so
      revoked, will become effective and enforceable.  For the
      revocation to be effective, written notice of revocation must be delivered
      to [Name,
      Title and Address of person to notify], no later than the close of
      business on the seventh day after the Executive has signed this
      Agreement.

            


    

     

    
      	
               
      

            	
              13.

            	
              The
      Executive expressly represents and warrants to Genesis that he has completely
      read this Agreement prior to executing it, has had an opportunity to
      review it with his counsel, has been
      offered twenty-one (21) days within which to consider this Agreement and
      to understand its terms, contents, conditions and effects and has entered
      into this Agreement knowingly and
voluntarily.

            


    

     

    
      	
               
      

            	
              14.

            	
              The
      Executive agrees that the terms and conditions of this Agreement,
      including without limitation the amount of consideration, shall be treated
      as confidential, and shall not be revealed to any other person or entity
      whatsoever, except as follows:

            


    

     

    
      	
               
      

            	
              a.

            	
              to
      the extent as may be compelled by legal process;
  or

            


    

     

    
      	
               
      

            	
              b.

            	
              to
      the extent necessary to his legal or financial
  advisors.

            


    

     

    
      	
               
      

            	
              15.

            	
              The
      Executive agrees that the confidentiality provisions of this Agreement are
      a material part of it and are contractual in
  nature.

            


    

     

    [Signature
Page Follows]

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of
the date first written above.

     

     

    
      
        	 
      	 
      
	 
      	
                Grant
      E. Sims

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                GENESIS
      ENERGY, LLC

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By: 
      

              	 
      
	 
      	
                Name:
      

              	 
      
	 
      	
                Title: 
      

              	 
      


      

    

     

     

    [Signature
Page to Sims Waiver Agreement]