Exhibit 10.2


 


TERMINATION AGREEMENT


 


THIS
TERMINATION AGREEMENT (“Agreement”) is made this 15th day of October,
2008, by and among Buckeye GP LLC, a Delaware limited liability company (the “General
Partner”), Buckeye GP Holdings L.P., a Delaware limited partnership (as
successor by merger to MainLine Sub LLC)(“Holdco”), MainLine L.P., a Delaware
limited partnership (“MainLine”), MainLine GP, Inc., a Delaware  corporation (“MainLine GP”), and Buckeye Pipe
Line Services Company, a Pennsylvania corporation (“Services Company”).


 


WITNESSETH:


 


WHEREAS,
the General Partner, Holdco, MainLine, MainLine GP and Services Company are
parties to an Amended and Restated Executive Employment Agreement, dated August 9,
2006 (the “Executive Employment Agreement”);


 


WHEREAS,
all parties to the Executive Employment Agreement wish to terminate the Executive
Employment Agreement effective as of January 1, 2009;


 


WHEREAS,
pursuant to Section 10 of the Executive Employment Agreement any
termination of such agreement requires the consent of the Trustee of the
Buckeye Pipe Line Services Company Employee Stock Ownership Plan Trust (the “Trustee”);
and


 


WHEREAS,
the Trustee has consented to the termination of this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


1.                                       Termination
of Executive Employment Agreement.  The Executive Employment Agreement is hereby
terminated effective as of January 1, 2009 (“Termination Date”); provided,
however, that Section 4 (Indemnification) of the Executive
Employment Agreement shall survive termination thereof.


 


2.                                       No
Release.  The termination of the Executive Employment
Agreement shall not relieve the General Partner, Holdco, MainLine or MainLine
GP of their obligation to pay and reimburse Services Company pursuant to Section 3
of the Executive Employment Agreement for compensation paid to certain officers
to the extent such payment or reimbursement obligation arose prior to the
Termination Date.


 


3.                                       Headings.  All article or section headings in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any of the provisions hereof.


 

















 


4.                                       Binding
Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors, heirs and
assigns.


 


5.                                       Counterparts.
This Agreement may be executed in any number of counterparts (delivery of which
may occur via facsimile or e-mail in pdf format), each of which when so
executed and delivered shall be an original hereof, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one counterpart hereof.


 


6.                                       Applicable
Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania without regard to the conflicts of laws or choice of laws
principles thereof.


 

















 


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


 


 


	
   

  	
  BUCKEYE PIPE LINE SERVICES
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen E. Muther

  
	
   

  	
   

  	
  Name:   Stephen
  E. Muther

  
	
   

  	
   

  	
  Title:     President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUCKEYE
  GP HOLDINGS L.P.

  
	
   

  	
   

  
	
   

  	
  By: MainLine
  Management

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Forrest E. Wylie

  
	
   

  	
   

  	
  Name:   Forrest
  E. Wylie

  
	
   

  	
   

  	
  Title:     Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUCKEYE
  GP LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Forrest E. Wylie

  
	
   

  	
   

  	
  Name:   Forrest
  E. Wylie

  
	
   

  	
   

  	
  Title:     Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAINLINE,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By: MainLine GP, Inc.

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Forrest E. Wylie

  
	
   

  	
   

  	
  Name:   Forrest
  E. Wylie

  
	
   

  	
   

  	
  Title:     Chief
  Executive Officer

  



 

















 


	
   

  	
  MAINLINE
  GP, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Forrest E. Wylie

  
	
   

  	
   

  	
  Name:   Forrest
  E. Wylie

  
	
   

  	
   

  	
  Title:     Chief
  Executive Officer