Exhibit 10.12


    
      

    

    
      Exhibit
        10.12

      


      SUMMARY
        OF GENESIS ENERGY, INC. BONUS PLAN

      


      


      The
        Genesis Energy, Inc. Bonus Plan is administered by the Compensation Committee
        of
        the Board of Directors of Genesis Energy, Inc., the General Partner of Genesis
        Energy, L.P. The Bonus Plan is at the discretion of the Compensation Committee,
        and the General Partner can amend, change or cancel the Bonus Plan at any
        time.
        The General Counsel of the General Partner is designated as the Plan
        Administrator and is the person authorized to declare a Bonus or resolve
        questions related to the Bonus Plan.

      


      The
        Bonus
        Plan is based on the amount of money we generate for distributions to our
        investors. We will make a contribution to the Bonus Pool every time we have
        earned $2,042,288 of Available Cash (as defined in the Partnership Agreement)
        before reserves excluding the effects of the bonus accrual made so far during
        the year for bonuses and such other adjustment as are made from time to time
        in
        the sole discretion of the Compensation Committee. Each $2,042,288 earned
        is
        referred to as a “Bucket”. If Genesis Energy, L.P. issues additional Common
        Units, the Bucket Size will be increased proportionally based on the number
        of
        additional Common Units issued. Whenever we earn a Bucket, we will contribute
        a
        portion of that Bucket to the Bonus Pool. For each additional Bucket, a larger
        percentage of the Bucket will be contributed to the Bonus Pool. Contributions
        will be deducted from the Bonus Pool if Available Cash before reserves earned
        for the year decreases. A maximum of nine Buckets are available under the
        Bonus
        Plan. There will be no contribution for partial Buckets.

      


      Contributions
        to the Bonus Pool will be made in accordance with the following
        schedule:

      


      
        	
                Bucket
                  Number

              	 	
                Bucket
                  Size

              	 	
                Contribution
                  to Bonus Pool

              	 	
                Year-to-Date
                  Available Cash before Reserves and Bonus Accrual

              	 	
                Year-to-Date
                  Contributions to Bonus Pool

              	 
	 	 	 	 	 	 	 	 	 	 
	
                1

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                60,000

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                60,000

              	 
	
                2

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                120,000

              	 	
                $

              	
                4,084,576

              	 	
                $

              	
                180,000

              	 
	
                3

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                120,000

              	 	
                $

              	
                6,126,864

              	 	
                $

              	
                300,000

              	 
	
                4

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                240,000

              	 	
                $

              	
                8,169,152

              	 	
                $

              	
                540,000

              	 
	
                5

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                300,000

              	 	
                $

              	
                10,211,440

              	 	
                $

              	
                840,000

              	 
	
                6

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                360,000

              	 	
                $

              	
                12,253,728

              	 	
                $

              	
                1,200,000

              	 
	
                7

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                360,000

              	 	
                $

              	
                14,296,016

              	 	
                $

              	
                1,560,000

              	 
	
                8

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                360,000

              	 	
                $

              	
                16,338,304

              	 	
                $

              	
                1,920,000

              	 
	
                9

              	 	
                $

              	
                2,042,288

              	 	
                $

              	
                360,000

              	 	
                $

              	
                18,380,592

              	 	
                $

              	
                2,280,000

              	 


      

      


      


      The
        Bonus
        Pool will be distributed as follows:

      


      
        	
                ·

              	
                Each
                  eligible employee will receive a bonus after the end of the year
                  equal to
                  a specified percentage of their year-to-date gross wages. Certain
                  compensation, such as car allowances and relocation expenses, will
                  be
                  excluded from the calculation. Each employee must be a regular,
                  full-time
                  active employee, not on probation, at the time the bonus is paid
                  in order
                  to receive a bonus. The date of payment of the bonuses is at the
                  discretion of management, but bonuses will not be paid until after
                  annual
                  earnings have been released to the
                  public.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
                ·

              	
                There
                  will be four levels of participation in the Plan. Employees in
                  each level
                  will be eligible for a bonus each year in accordance with the following
                  table. The determination of what level applies to each employee
                  will be
                  made by the Compensation Committee based on the recommendation
                  of the
                  Chief Executive Officer. The Executive Officers and Directors will
                  be
                  included in Level Four.

              


      

      
        	
                ·

              	
                The
                  percentage of adjusted year-to-date gross wages paid as a bonus
                  will be a
                  function of the number of Buckets earned during the year and the
                  employee’s Participation Level in the Bonus Plan. The bonus amount each
                  employee is entitled to receive will be determined in accordance
                  with the
                  table shown below. The bonus may be adjusted up or down to reflect
                  individual performance.

              


      

      
        	
                ·

              	
                The
                  total of all bonuses paid may not exceed the total Bonus Pool.
                  Should the
                  amount of bonuses calculated in accordance with the table below
                  exceed the
                  total Bonus Pool available, all calculated bonuses will be reduced
                  proportionately. Should the adjusted amount of bonuses calculated
                  in
                  accordance with the table below be less than the Bonus Pool, the
                  Bonus
                  Pool shall be reduced to the calculated
                  amount.

              


      

      


      
        	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                Cumulative
                  Percentage

              	 
	
                Participation

              	 	
                1

              	 	
                2

              	 	
                3

              	 	
                4

              	 	
                5

              	 	
                6

              	 	
                7

              	 	
                8

              	 	
                9

              	 
	
                Level

              	 	
                Bucket

              	 	
                Buckets

              	 	
                Buckets

              	 	
                Buckets

              	 	
                Buckets

              	 	
                Buckets

              	 	
                Buckets

              	 	
                Buckets

              	 	
                Buckets

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                One

              	 	 	
                0.495

              	
                %

              	 	
                1.480

              	
                %

              	 	
                2.470

              	
                %

              	 	
                4.460

              	
                %

              	 	
                6.000

              	
                %

              	 	
                7.000

              	
                %

              	 	
                8.000

              	
                %

              	 	
                9.000

              	
                %

              	 	
                10.000

              	
                %

              
	
                Two

              	 	 	
                0.495

              	
                %

              	 	
                1.480

              	
                %

              	 	
                2.470

              	
                %

              	 	
                4.460

              	
                %

              	 	
                8.000

              	
                %

              	 	
                11.000

              	
                %

              	 	
                14.000

              	
                %

              	 	
                17.000

              	
                %

              	 	
                20.000

              	
                %

              
	
                Three

              	 	 	
                0.495

              	
                %

              	 	
                1.480

              	
                %

              	 	
                2.470

              	
                %

              	 	
                4.460

              	
                %

              	 	
                8.000

              	
                %

              	 	
                15.000

              	
                %

              	 	
                20.000

              	
                %

              	 	
                25.000

              	
                %

              	 	
                30.000

              	
                %

              
	
                Four

              	 	 	
                0.495

              	
                %

              	 	
                1.480

              	
                %

              	 	
                2.470

              	
                %

              	 	
                4.460

              	
                %

              	 	
                8.000

              	
                %

              	 	
                16.000

              	
                %

              	 	
                24.000

              	
                %

              	 	
                32.000

              	
                %

              	 	
                40.000

              	
                %