exv10w1





Exhibit 10.1


FORM OF

MARTIN MIDSTREAM PARTNERS L.P.

INDEMNIFICATION AGREEMENT




     THIS
AGREEMENT (this “Agreement”) is effective
          , among Martin Midstream
Partners, L.P., a Delaware limited partnership (the “MLP”), Martin Midstream GP LLC, a Delaware
limited liability company (the “Company”), and the undersigned director of the Company
(“Indemnitee”).



     WHEREAS, the Indemnitee is a director of the MLP or the Company (a
“Director”);



     WHEREAS, the MLP Partnership Agreement (as defined below) provides for indemnification of each
director and officer of the Company and the MLP, as well as persons serving in various other
capacities, to the maximum extent permitted by law;



     WHEREAS, the Indemnitee is entitled to indemnification pursuant to the MLP Partnership
Agreement;



     WHEREAS, there are questions concerning the adequacy and reliability of the protection that
might be afforded to directors from the acquisition of policies of directors’ and officers’
liability insurance (“D&O Insurance”), covering certain liabilities that might be incurred by
directors or officers in the performance of their services to the MLP and/or the Company;



     WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued service to the MLP and the Company in an
effective manner, the MLP and the Company wish to provide in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent permitted by law (whether
partial or complete) and as set forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Indemnitee under the MLP’s and/or the Company’s
directors’ and officers’ liability insurance policies; and



     WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the MLP and/or the Company on condition that the Indemnitee be so indemnified;



     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the MLP,
the Company and Indemnitee do hereby covenant and agree as follows:



     1. Definitions. As used in this Agreement:



     (a) The term “Proceeding” shall include any threatened, pending or completed action, suit,
inquiry or proceeding, whether brought by or in the right of the MLP or the Company or any
predecessor, subsidiary or affiliated company or otherwise and whether of a civil, criminal,
administrative, arbitrative or investigative nature, in which Indemnitee is or will be involved as
a



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party, as a witness or otherwise, by reason of the fact that Indemnitee is or was a director of the
MLP or the Company, by reason of any action taken by him or of any inaction on his part while
acting as a director or by reason of the fact that he is or was serving at the request of the MLP
or the Company as a director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company or other enterprise; in each case
whether or not he is acting or serving in any such capacity at the time any liability or expense is
incurred for which indemnification or reimbursement can be provided under this Agreement; provided
that any such action, suit or proceeding which is brought by Indemnitee against the MLP or the
Company or any predecessor, subsidiary or affiliated company or directors or officers of the MLP or
the Company or any predecessor, subsidiary or affiliated company, other than an action brought by
Indemnitee to enforce his rights under this Agreement, shall not be deemed a Proceeding without
prior approval by a majority of the Board of Directors of the Company.




     (b) The term “Expenses” shall include, without limitation, any judgments, fines and penalties
against Indemnitee in connection with a Proceeding; amounts paid by Indemnitee in settlement of a
Proceeding; and all attorneys’ fees and disbursements, accountants’ fees, private investigation
fees and disbursements, retainers, court costs, transcript costs, fees of experts, fees and
expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements, or expenses, reasonably
incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, being or preparing to be a witness in a Proceeding or establishing
Indemnitee’s right of entitlement to indemnification for any of the foregoing.



     (c) References to Indemnitee’s being or acting as “a director of the MLP or the Company” or
“serving at the request of the MLP or the Company as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust, limited liability company or other
enterprise” shall include, in each case, service to or actions taken while and as a result of being
a director, officer, trustee, employee or agent of any predecessor, subsidiary or affiliated
company of the MLP or the Company.



     (d) References to “other enterprise” shall include employee benefit plans; references to
“fines” shall include any excise tax assessed with respect to any employee benefit plan; references
to “serving at the request of the MLP or the Company” shall include any service as a director,
officer, employee or agent of the MLP or the Company which imposes duties on, or involves services
by, such director, officer, trustee, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries.



     (e) The term “substantiating documentation” shall mean copies of bills or invoices for costs
incurred by or for Indemnitee, or copies of court or agency orders or decrees or settlement
agreements, as the case may be, accompanied by a sworn statement from Indemnitee that such bills,
invoices, court or agency orders or decrees or settlement agreements, represent costs or
liabilities meeting the definition of “Expenses” herein.



     (f) The terms “he” and “his” have been used for convenience and mean “she” and “her” if
Indemnitee is a female.



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     (g) The term “MLP Partnership Agreement” means the First Amended and Restated Agreement of
Limited Partnership of the MLP, dated as of November 6, 2002, as amended or restated from time to
time.



     (h) The term “LLC Statute” means the Delaware Limited Liability Company Act.



     (i) The term “Partnership Statute” means the Delaware Revised Uniform Limited Partnership Act.



     (j) The term “Board of Directors” means the Board of Directors of the Company.



     2. Indemnity of Indemnitee. Each of the MLP and the Company hereby agrees (subject to the
provisions of Section 5 below) to hold harmless and indemnify Indemnitee against Expenses to the
fullest extent authorized or permitted by law (including the applicable provisions of the
Partnership Statute and the LLC Statute). The phrase “to the fullest extent permitted by law” shall
include, but not be limited to (a) to the fullest extent permitted by any provision of the
Partnership Statute and the LLC Statute that authorizes or permits additional indemnification by
agreement, or the corresponding provision of any amendment to or replacement of the Partnership
Statute and the LLC Statute and (b) to the fullest extent authorized or permitted by any amendments
to or replacements of the Partnership Statute and the LLC Statute adopted after the date of this
Agreement that increase the extent to which an entity may indemnify its officers and directors. Any
amendment, alteration or repeal of the Partnership Statute and the LLC Statute that adversely
affects any right of Indemnitee shall be prospective only and shall not limit or eliminate any such
right with respect to any Proceeding involving any occurrence or alleged occurrence of any action
or omission to act that took place prior to such amendment or repeal.



     3. Additional Indemnity. Each of the MLP and the Company hereby further agrees (subject to
the provisions of Section 5 below) to hold harmless and indemnify Indemnitee against Expenses
incurred by reason of the fact that Indemnitee is or was a director of the MLP or the Company, or
is or was serving at the request of the MLP or the Company as a director, officer, trustee,
employee or agent of another corporation, partnership, joint venture, trust, limited liability
company or other enterprise, including, without limitation, any predecessor, subsidiary or
affiliated entity of the MLP or the Company, provided that the Indemnitee shall not be indemnified
and held harmless if there has been a final and non-appealable judgment entered by a court of
competent jurisdiction determining that, in respect of the matter for which the Indemnitee is
seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in
fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the
Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order of the
court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that Indemnitee acted in bad faith or engaged in fraud or willful
misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct
was unlawful.



     4. Contribution. If the indemnification provided under Section 2 is unavailable by reason of
a court decision, based on grounds other than any of those set forth in Section 5 below,



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then, in respect of any Proceeding in which the MLP or the Company is jointly liable with
Indemnitee (or would be if joined in such Proceeding), the MLP and the Company shall contribute to
the amount of Expenses actually and reasonably incurred and paid or payable by Indemnitee in such
proportion as is appropriate to reflect (a) the relative benefits received by the MLP or the
Company on one hand and Indemnitee on the other from the transaction from which such Proceeding
arose and (b) the relative fault of the MLP or the Company on the one hand and of Indemnitee on the
other in connection with the events that resulted in such Expenses as well as any other relevant
equitable considerations. The relative fault of the MLP or the Company on the one hand and of
Indemnitee on the other shall be determined by reference to, among other things, the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such Expenses. Each of the MLP and the Company agrees that it would not
be just and equitable if contribution pursuant to this Section 4 were determined by pro rata
allocation or any other method of allocation that does not take into account of the foregoing
equitable considerations.




     5. Exceptions. Any other provision herein to the contrary notwithstanding, the MLP and the
Company shall not be obligated pursuant to the terms of this Agreement:



     (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee
with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way
of defense, except with respect to proceedings brought to establish or enforce a right to
indemnification under this Agreement;



     (b) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and
amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to
Indemnitee by an insurance carrier under a policy of directors’ and officers’ liability insurance;



     (c) Claims Under Section 16(b). To indemnify Indemnitee for expenses or the payment
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section
16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute;



     (d) Unlawful Claims. To indemnify Indemnitee to the extent such indemnification is
prohibited by applicable law; or



     (e) Unauthorized Settlement. To indemnify Indemnitee with regard to any judicial
award if the MLP or the Company was not given a reasonable and timely opportunity, to participate
in the defense of such action or to indemnify Indemnitee for any amounts paid in settlement of any
Proceeding effected without the MLP’s or the Company’s prior written consent.



     6. Choice of Counsel. Indemnitee, together with the other  Directors who are seeking
indemnification, shall be entitled to employ, and be reimbursed for the fees and disbursements of,
a single counsel separate from that chosen by any officers of the MLP or the Company who are
seeking indemnification. The principal counsel for the  Directors



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(including the Indemnitee) (“Principal Counsel”) shall be determined by majority vote of the
 Directors (including the Indemnitee) who are seeking indemnification. The obligation of
the MLP and the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder
shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than
Principal Counsel unless Indemnitee has interests that are different from those of the other
Indemnitees or defenses available to him that are in addition to or different from those of the
other Indemnitees such that Principal Counsel would have an actual or potential conflict of
interest in representing Indemnitee.




     7. Advances of Expenses.



     (a) Expenses (other than judgments, penalties, fines and settlements) incurred by Indemnitee
shall be paid by the MLP and the Company, in advance of the final disposition of the Proceeding,
within five business days after receipt of Indemnitee’s written request accompanied by
substantiating documentation and Indemnitee’s written affirmation as described in subsection (c)
below. No objections based on or involving the question whether such charges meet the definition of
“Expenses,” including any question regarding the reasonableness of such Expenses, shall be grounds
for failure to advance to such Indemnitee, or to reimburse such Indemnitee for, the amount claimed
within such five business day period, and the undertaking of Indemnitee set forth in this Section 7
to repay any such amount to the extent it is ultimately determined that Indemnitee is not entitled
to indemnification shall be deemed to include an undertaking to repay any such amounts determined
not to have met such definition.



     (b) Indemnitee hereby undertakes to repay to the MLP and the Company (i) any advances or
payment of Expenses made pursuant to this Section 7 and (ii) any judgments, penalties, fines and
settlements paid to or on behalf of Indemnitee hereunder, in each case to the extent that it is
ultimately determined in a final judgment or other final adjudication of a court of competent
jurisdiction that Indemnitee is not entitled to indemnification.



     (c) As a condition to the advancement of such Expenses or the payment of such judgments,
penalties, fines and settlements, Indemnitee shall execute an acknowledgment wherein Indemnitee
affirms (i) that Indemnitee has met the applicable standard of conduct for indemnification and (ii)
that such Expenses or such judgments, penalties, fines and settlements, as the case may be, are
delivered pursuant and are subject to the provisions of this Agreement.



     8. Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any
indemnification payment under this Agreement, other than pursuant to Section 7 hereof, shall be
made no later than 30 days after receipt by the MLP and the Company of the written request of
Indemnitee, accompanied by substantiating documentation, unless a determination is made within said
30-day period that Indemnitee has not met the relevant standards for indemnification set forth in
Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of
directors who are not or were not parties to such Proceeding, (b) a committee of the Board of
Directors designated by majority vote of the Board of Directors, even though less than a quorum,
(c) if there are no such directors, or if such directors so direct, independent legal counsel in a
written opinion or (d) the equity owners.



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     The right to indemnification or advances as provided by this Agreement shall be enforceable by
Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is
not appropriate shall be on the MLP and the Company. Neither the failure of the MLP or the Company
(including its Board of Directors, any committee thereof, independent legal counsel or its equity
owners) to have made a determination prior to the commencement of such action that indemnification
is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor
an actual determination by the MLP and the Company (including its Board of Directors, any committee
thereof, independent legal counsel or its equity owners) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.



     9. Indemnification Hereunder Not Exclusive. The indemnification and advancement of expenses
provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may be entitled under the MLP Partnership Agreement, the Partnership Statute, the LLC Statute, any
D&O Insurance maintained by or on behalf of the MLP or the Company, any agreement, or otherwise,
both as to action in his official capacity and as to action in another capacity while holding such
office; provided, however, that this Agreement supersedes all prior written indemnification
agreements between the MLP or the Company (or any predecessor thereof) and Indemnitee with respect
to the subject matter hereof. However, Indemnitee shall reimburse the MLP and the Company for
amounts paid to Indemnitee pursuant to such other rights to the extent such payments duplicate any
payments received pursuant to this Agreement.



     10. Continuation of Indemnity. All agreements and obligations of the MLP and the Company
contained herein shall continue during the period Indemnitee is a director of the MLP or the
Company (or is or was serving at the request of the MLP or the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, limited liability
company or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject
to any possible Proceeding (notwithstanding the fact that Indemnitee has ceased to serve the MLP or
the Company).



     11. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement
to indemnification by the MLP and the Company for a portion of Expenses, but not, however, for the
total amount thereof, the MLP and the Company shall nevertheless indemnify Indemnitee for the
portion of such Expenses to which Indemnitee is entitled.



     12. Settlement of Claims. Neither the MLP nor the Company shall be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected
without the written consent of the MLP and the Company. Neither the MLP nor the Company shall
settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee
without Indemnitee’s written consent. None of the MLP, the Company or Indemnitee will unreasonably
withhold their consent to any proposed settlement. Neither the MLP nor the Company shall be liable
to indemnify Indemnitee under this Agreement with regard to any judicial award if the MLP and the
Company were not given a reasonable and timely opportunity, at their expense, to participate in the
defense of such action.



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     13. Acknowledgements. Each of the MLP and the Company expressly confirms and agrees that it
has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce
Indemnitee to serve or to continue to serve as a director of the MLP and/or the Company, and
acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve or in continuing
to serve as a director of the MLP and/or the Company.



     14. Enforcement. In the event Indemnitee is required to bring any action or other proceeding
to enforce rights or to collect moneys due under this Agreement and is successful in such action,
the MLP and the Company shall reimburse Indemnitee for all of Indemnitee’s expenses in bringing and
pursuing such action.



     15. Severability. If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable (a) the validity, legality and enforceability of the remaining provisions of this
Agreement shall not be in any way affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Agreement shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable. Each section of this Agreement
is a separate and independent portion of this Agreement. If the indemnification to which
Indemnitee is entitled with respect to any aspect of any claim varies between two or more sections
of this Agreement, that section providing the most comprehensive indemnification shall apply.



     16. Liability Insurance. To the extent the MLP or the Company maintains an insurance policy
or policies providing D&O Insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage available and maintained
by the MLP or the Company for any director or officer of the MLP or the Company or any applicable
subsidiary or affiliated company.



     17. Miscellaneous.



     (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to principles of conflict
of law.



     (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by any party to enforce any rights under this Agreement shall not be
construed as a waiver of any rights of such party.



     (c) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.



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     (d) Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given (i) when delivered personally to the recipient, (ii) one business day after the
date when sent to the recipient by reputable overnight courier service (charges prepaid), or (iii)
five business days after the date when mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other communications shall
be sent to the parties at the addresses indicated on the signature page hereto, or to such other
address as any party hereto may, from time to time, designate in writing delivered pursuant to the
terms of this Section 17(d).



     (e) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



     (f) Successors and Assigns. This Agreement shall be binding upon the MLP and the
Company and their respective successors and assigns and shall inure to the benefit of Indemnitee
and Indemnitee’s heirs, legal representatives and assigns.



     (g) Subrogation. In the event of payment under this Agreement, the MLP and the
Company shall be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to
secure such rights and to enable the MLP and the Company to effectively bring suit to enforce such
rights.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and
year first above written.



	 	 	 	 	 
	 	MARTIN MIDSTREAM PARTNERS L.P.



By:  Martin Midstream GP LLC

        Its General Partner

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	Address: 4200 Stone Road

               Kilgore, Texas 75662



MARTIN MIDSTREAM GP LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	Address: 4200 Stone Road

               Kilgore, Texas 75662





INDEMNITEE:




	 	 	 
	 	[Name] 	 
	 
	 	Address:  	 	 
	 




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