Exhibit 10.14


 


AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE
AGREEMENT


 


This Amended and Restated
Employment and Severance Agreement, dated as of May 4, 2004 by and among
Stephen C. Muther (“Muther”) and Glenmoor LLC, a Delaware limited liability
company (“Glenmoor”), amends and restates the Agreement made as of the 8th day
of December, 1997, amended as of December 31, 1999, supplemented as of December 31,
1999, and such supplement was amended as of January 1, 2004, among Buckeye
Management Company, Buckeye Pipe Line Services Company (“BPLSC”), and Buckeye
Pipe Line Company, Glenmoor, and Muther.


 


WHEREAS, Muther has
served as an executive of certain of the BPL Entities pursuant to the Prior
Agreements;


 


WHEREAS, in accordance
with past practices, Muther shall continue to be an employee of, and receive
benefits through, BPLSC. For purposes of this Agreement, Executive’s employment
and provisions of services to BPLSC shall be deemed as the employment by, and
provision of services to, Glenmoor; and


 


WHEREAS, in connection
with the transactions consummated by the Stock Purchase Agreement, Muther and
Glenmoor desire to amend and restate the Prior Agreements as set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, the parties
hereto agree as follows:


 


Section 1.                                           Definitions


 


For all purposes of this
Agreement, the following terms shall have the meanings specified in this Section unless
the context clearly otherwise requires:


 


(a)                                 “BPL
Entities” shall mean BPL Management LLC, BPL Acquisition L.P., Glenmoor LLC,
Buckeye Management Company LLC, Buckeye Pipe Line Company LLC, and BPLSC.


 


(b)                                 “Board”
shall mean the board of directors or similar governing body of Glenmoor.


 


(c)                                  “Cause”
shall mean (i) misappropriation of funds or any act of common law fraud,
theft, or embezzlement, (ii) habitual insobriety or substance abuse, (iii) conviction
of or plea of nolo contendere to a felony or any crime involving moral
turpitude, (iv) willful misconduct or gross negligence by Muther in the
performance of his duties, the willful failure of Muther to perform a
material function of Muther’s duties hereunder or material failure to comply
with any lawful directive of the Board, or Muther’s engaging in a conflict of
interest or other breach of fiduciary duty, (v) material violation of the
code of conduct of the BPL Entities and policy on workplace harassment, and (vi) subject
of an order, judicial or administrative, obtained


 

















 


or issued by the Securities and Exchange Commission
for any securities violation involving fraud.


 


(d)                                 “Change
of Control” shall be deemed to have taken place upon the occurrence of any of
the following events:


 


(i)                                     any
Person, except the BPL Entities or any employee benefit plan of the BPL
Entities (or of any Affiliate of Associate, or any Person or entity organized,
appointed or established by the BPL Entities for or pursuant to the terms of
any such employee benefit plan), together with all Affiliates and Associates of
such Person, shall become the beneficial owner, or the holder of proxies, in
the aggregate of 80% or more of the limited partnership units (the “Units”) of
BPLP then outstanding; provided, however,
that no “Change of Control” shall be deemed to occur for purposes of clause (i) hereof
during any period in which any such Person, and its Affiliates and Associates,
are bound by the terms of a standstill agreement under which such parties have
agreed not to acquire more than 79% of the Units then outstanding or to solicit
proxies; or


 


(ii)                                  any
Person, except one or more of the equity owners of BPL Acquisition as of the
date hereof or any employee benefit plan of the BPL Entities (or of any
Affiliate or Associate or any Person or entity organized, appointed or
established by the BPL Entities for or pursuant to the terms of any such
employee benefit plan), together with all Affiliates and Associates of such
Person, shall become the Beneficial Owner, or the holder of proxies, in the
aggregate of 51% or more of the general partner interests of BPLP; or


 


(iii)                               if BPLP and the General
Partner are combined into a single entity (the “Successor”), any Person, except
one or more of the equity owners of BPL Acquisition as of the date hereof or
any employee benefit plan of the BPL Entities (or of any Affiliate or Associate
or any Person or entity organized, appointed or established by the BPL Entities
for or pursuant to the thereof any such employee benefit plan), together with
all Affiliates and Associates of such Person, shall become the Beneficial
Owner, or the holder of proxies, in the aggregate of 50% or more of the voting
equity interests of the Successor then outstanding; provided, however, that no “Change of Control” shall be
deemed to occur for purposes of clause (iii) hereof during any period in
which any such Person, and its Affiliates and Associates, are bound by the
terms of a standstill agreement under which such parties have agreed not to
acquire more than 49% of the voting equity interests of the Successor then
outstanding or to solicit proxies.


 


For purposes of this
Agreement, the term “Person” shall have the same meaning as in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); the term “Affiliate” and “Associate” are used as defined in Rule 12b-2
of the Exchange Act.


 


(e)                                  “Compensation”
is defined in Section 2(f).


 


(f)                                   “Executive
Purchase Agreement” means that Executive Purchase Agreement, dated May 4,
2004 by and between BPL Acquisition L.P. and Stephen C. Muther.


 


2

















 


(g)                                  “General
Partner” means Buckeye Pipe Line Company LLC.


 


(h)                                 “Good
Reason Termination” shall mean a Termination of Employment initiated by Muther
upon one or more of the following occurrences:


 


(i)                                     any
failure of Glenmoor to comply with and satisfy any of the material terms of
this Agreement including a reduction in Compensation;


 


(ii)                                  any
significant reduction by the BPL Entities of the authority, duties or
responsibilities of Muther’s principal assignment with the BPL Entities or a
reduction in Compensation; provided, however,
that this clause (ii) shall apply only in the event that such reduction
occurs following a Change of Control;


 


(iii)                               any removal by the BPL
Entities of Muther from the employment grade or officer positions which Muther
holds as of the effective date hereof except in connection with promotions to
higher office; provided, however,
that in the absence of a Change of Control solely changing Muther’s reporting
relationships shall not be grounds for a “Good Reason Termination” hereunder;


 


(iv)                              following
a Change of Control, a transfer of Muther, without his express written consent,
to a location that is more than 100 miles from his principal place of business
immediately preceding the Change of Control; or


 


(v)                                 following
a Change of Control, Muther determines, in his sole discretion in the period
between the beginning of the 13th month and the end of the 18 month after a
Change of Control, that circumstances have so changed that he is not willing to
continue in his position with the BPL Entities and elects a Termination of
Employment.


 


(i)                                     “Partnerships”
means Buckeye Partners, L.P. and its operating subsidiaries.


 


(j)                                    “Phase
Out Date” shall mean the first day of the calendar month coincident with or
next following Muther’s 62nd birthday.


 


(k)                                 “Prior
Agreements” means the Severance Agreement dated as of May 6, 1997, among
Buckeye Management Company, Buckeye Pipe Line Services Company, BMC Acquisition
Company and Stephen C. Muther, as amended by Amendment No. 1 to Severance
Agreement, dated as of December 31, 1999; Supplemental Severance
Agreement, dated December 31, 1999, between Glenmoor and Stephen C.
Muther, as amended by Amendment No. 1 to Supplemental Severance Agreement
dated January 1, 2004.


 


(l)                                     “Stock
Purchase Agreement” means the Stock Purchase Agreement, dated as of March 5,
2004, by and among the Stockholders of Glenmoor Ltd., Glenmoor Ltd. and BPL
Acquisition L.P., as amended from time to time.


 


3

















 


(m)                             “Subsidiary”
shall mean any entity in which the BPL Entities, directly or indirectly, own at
least a 50% interest or an unincorporated entity of which the BPL Entities,
directly or indirectly, owns at least 50% of the profits or capital interests.


 


(n)                                 “Termination
Date” shall mean the date of receipt of the Notice of Termination described in Section 2
hereof or any later date specified therein, as the case may be.


 


(o)                                 “Termination
of Employment” shall mean the termination of Muther’s actual employment
relationship with the BPL Entities.


 


Section 2.                                           Employment


 


(a)                                 During
the term of this Agreement, Glenmoor shall employ Muther, and Muther shall
serve, as Senior Vice President, Administration and General Counsel.


 


(b)                                 During
the Employment Period, Muther shall devote his full time and attention to the
business of the BPL Entities, will act in the best interests of the BPL
Entities and will perform with due care the duties and responsibilities
assigned to him by the Board. Muther agrees to cooperate fully with the Board,
and not to engage in any activity that interferes with the performance of his
duties hereunder. During the Employment Period, Muther will not hold any type
of outside employment, engage in any type of consulting or otherwise render
services to or for any other person, entity or business concern without the
advance written approval of the Board. Provided
that it shall not be a violation of this Agreement for Muther to (1) serve
on corporate, civic, or charitable boards or committees, except for boards or
committees of a competing business, provided
that such service does not interfere with the performance of his duties and
responsibilities under this Agreement, or (2) take vacation days and
reasonable absences due to injury or illness, as set forth herein and/or
permitted by the general policies of the BPL Entities.


 


(c)                                  Muther
represents and covenants to Glenmoor that he is not subject or a party to any
employment agreement, noncompetition covenant, nondisclosure agreement, or any
other agreement, covenant, understanding, or restriction that would prohibit
him from executing this Agreement and fully performing his duties and
responsibilities hereunder, or would in any manner, directly or indirectly, limit
or affect the duties and responsibilities hereunder.


 


(d)                                 Muther
acknowledges and agrees that he owes Glenmoor a duty of loyalty and that the
obligations described in this Agreement are in addition to, and not in lieu of,
the obligations Muther owes Glenmoor under the common law.


 


(e)                                  Any
salary, bonus and other compensation payments hereunder shall be subject to all
applicable payroll and other taxes.


 


(f)                                   During
the term of this Agreement, Glenmoor shall pay to Muther an annualized base
salary of no less than $300,000 (such amount, as it may be increased from
time to time, is hereinafter referred to as “Compensation”) (less applicable
taxes and withholdings) in consideration for Muther’s services under this
Agreement, payable in conformity with the BPL Entities’ customary payroll
practices for executive salaries.


 


4

















 


Section 3.                                           Notice
of Termination


 


Any Termination of
Employment shall be communicated by a Notice of Termination in accordance with Section 15
hereof. For purposes of this Agreement, a “Notice of Termination” means a
written notice which, in the case of a Good Reason Termination by Muther (i) indicates
the specific reasons for the termination, (ii) briefly summarizes the
facts and circumstances deemed to provide a basis for termination of Muther’s
employment, and (iii) if the Termination Date is other than the date of
receipt of such notice, specifies the Termination Date (which date shall not be
more than 15 days after the giving of such notice). In the event of a Good
Reason Termination, Muther must provide the Notice of Termination to Glenmoor
within 60 days of the day that he received notice of the event creating such
right and if such event is curable, Glenmoor shall have 30 days to cure. Failure
to give such Notice of Termination within such 60 day time period results in a
waiver by Muther of his right to severance under Section 4 with respect to
such event.


 


Section 4.                                           Severance
Compensation upon Termination


 


(a)                                 In
the event of Muther’s involuntary Termination of Employment (other than death
or disability) for any reason other than Cause or in the event of a Good Reason
Termination, Glenmoor shall pay to Muther, upon the execution of a release in form set
forth as Exhibit A (the “Release”)
and the expiration of the revocation period thereunder, subject to required
employment taxes and deductions, within 15 days after the Termination Date a
single sum in cash equal to 3.0 multiplied by Muther’s Compensation at such
time but, except as provided below, all other benefit coverages, retirement
benefit accruals and fringe benefit eligibility shall cease upon the
Termination Date subject to applicable rights under ERISA and COBRA.


 


(b)                                 In
the event a severance payment is made under paragraph (a), Muther for a period
of 18 months (or in the event that such payment was triggered by a Change of
Control, 36 months) shall be entitled to continued coverage under the medical
and dental benefits plans and policies of the BPL Entities at the same level of
coverage (and required employee contributions, if any) as Muther was receiving
at the time of his Termination Date, subject to the BPL Entities’ rights to
make changes to such plan and employee contributions for all of its executive
level employees generally and further subject to the BPL Entities’ rights to
provide Muther with cash, on a tax equivalent basis, such that Muther is able
to purchase comparable coverage on his own; provided,
however, that this obligation shall cease upon Muther’s obtaining
new employment that provides Muther with eligibility for medical benefits
without a pre-existing condition limitation; and, provided, further, that such extended coverage shall be in
addition to, and not as a substitute for, Muther’s COBRA rights which shall
apply at the end of such extended coverage.


 


(c)                                  In
the event Muther’s Phase Out Date would occur prior to 18 months (36 months if
following a Change of Control) after the Termination Date, the aggregate cash
amount determined as set forth in (a) above, as applicable, shall be
reduced to an amount equal to such aggregate cash amount multiplied by a
fraction, the numerator of which shall be the number of days from the
Termination Date to Muther’s Phase Out Date and the denominator of which shall
be 548 (1095 if following a Change of Control).


 


5

















 


(d)                                 Notwithstanding
the above, in the event that Muther is entitled to severance under this Section 4
and the events creating such severance also constitute a Sale of the Partnership
(as such term is defined in the Executive Purchase Agreement), then the amount
of severance to which Muther is entitled shall be reduced by the amount
received by Muther (or his permitted transferee(s)) as a holder of Class B
Units.


 


(e)                                  Notwithstanding
any other provision of this Agreement, if Muther’s employment with Glenmoor is
terminated such that Muther is entitled to severance from Glenmoor and within
60 days of such termination, the Board, in its good faith judgment, unanimously
determines that Cause existed with respect to such termination, Muther shall
not be entitled to any severance from Glenmoor, and any and all severance
payments from Glenmoor to Muther shall cease and any such payments or
reimbursements already made to Muther must be returned to Glenmoor within 60
days. In the event that Glenmoor exercises its rights under this Section 4(f),
the Release shall be null and void and be of no force or effect.


 


(f)                                   Any
severance received under the Severance Pay Plan for Employees of Buckeye Pipe
Line Services Company, as may be amended from time to time, or any
successor plans shall reduce the amounts payable under this Agreement.


 


(g)                                  Nothing
herein is intended to preclude the ability of the General Partner from
allocating all or a portion of the amount payable to Muther hereunder to
Buckeye Partners, L.P., except to the extent prohibited by the Exchange
Agreement.


 


Section 5.                                           Enforcement


 


(a)                                 In
the event that Glenmoor shall fail or refuse to make payment of any amounts due
Muther under Section 4 hereof within the respective time periods provided
therein, Glenmoor shall pay to an escrow agent, who shall invest such sum with
interest to be paid to the prevailing party, any amount remaining unpaid under Section 4.
In such event, the parties shall then engage in arbitration in the City of
Philadelphia, Pennsylvania in accordance with the National Rules for the
Resolution of Employment Disputes then in effect of the American Arbitration
Association, before a panel of three arbitrators, one of whom shall be selected
by Glenmoor and one by Muther, and the third of whom shall be selected by the
other two arbitrators. Any award entered by the arbitrators shall be final,
binding and nonappealable and judgment may be entered thereon by either
party in accordance with applicable law in any court of competent jurisdiction.
This arbitration provision shall be specifically enforceable. The arbitrators
shall have no authority to modify any provision of this Agreement or to award a
remedy for a dispute involving this Agreement other than a benefit specifically
provided under or by virtue of the Agreement. If Muther prevails on at least
one material issue which is the subject of such arbitration, Glenmoor shall be
responsible for all of the fees of the American Arbitration Association and the
arbitrators and any expenses relating to the conduct of the arbitration
(including reasonable attorneys’ fees and expenses). Otherwise, each party
shall be responsible for his or its own expenses relating to the conduct of the
arbitration (including reasonable attorneys’ fees and expenses) and shall
equally share the fees of the American Arbitration Association.


 


6

















 


(b)                                 In
the event that an arbitration under paragraph (a) takes place following a
Change of Control, Glenmoor shall pay Muther on demand the amount necessary to
reimburse Muther in full for all reasonable expenses (including all attorneys’
fees and legal expenses) incurred by Muther in enforcing any of the obligations
of Glenmoor under this Agreement subject to Muther’s duty to repay such sums to
Glenmoor in the event that he does not prevail on any material issue which is
the subject of such arbitration.


 


Section 6.                                           No
Mitigation


 


Muther shall not be
required to mitigate the amount of any payment or benefit provided for in this
Agreement by seeking other employment or otherwise, nor shall the amount of any
payment or benefit provided for herein be reduced by any compensation earned by
other employment or otherwise.


 


Section 7.                                           Non-Exclusivity
of Rights


 


Nothing in this Agreement
shall prevent or limit Muther’s continuing or future participation in or rights
under any benefit, bonus, incentive or other plan or program provided by
Glenmoor or any of its Subsidiaries or Affiliates, and for which Muther may qualify,
from the date hereof through the Termination Date; provided, however, that Muther hereby waives Muther’s right
to receive any payments under any severance pay plan or similar program
applicable to other employees of Glenmoor or the BPL Entities.


 


Section 8.                                           No
Set-Off


 


Glenmoor’s obligation to
make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which Glenmoor may have against Muther or others.


 


Section 9.                                           Taxes


 


Any payment required
under this Agreement shall be subject to all requirements of the law with
regard to the withholding of taxes, filing, making of reports and the like, and
Glenmoor shall use its best efforts to satisfy promptly all such requirements.


 


Section 10.                                    Confidential
Information


 


Muther recognizes and
acknowledges that, by reason of his relationship to the BPL Entities, he has
had and will continue to have access to confidential information of the BPL
Entities and their Subsidiaries and Affiliates including the Partnerships,
including, without limitation, information and knowledge pertaining to products
and services offered, innovations, designs, ideas, plans, trade secrets,
proprietary information, distribution and sales methods and systems, sales and
profit figures, customer and client lists, and relationships between the
entities (“Confidential Information”). Muther acknowledges that such
Confidential Information is a valuable and unique asset and covenants that he
will not, either during or after his employment by Glenmoor, disclose or use
any such Confidential Information to any person for any reason whatsoever without
the prior written authorization of the Chairman of the Board; unless such


 


7

















 


information is in
the public domain through no fault of Muther or except as may be required
by law.


 


Section 11.                                    Non-Competition


 


(a)                                 During
his employment by Glenmoor and for a period of 18 months thereafter, Muther
will not, unless acting with the prior written consent of the Chairman of the
Board, directly or indirectly, own, manage, operate, join, control or
participate in the ownership, management, operation or control, or be connected
as an officer, director, employee, partner, principal, agent, representative,
consultant or otherwise with or use or permit his name to be used in connection
with, (i) any business or enterprise that competes with the BPL Entities
or any of their Subsidiaries or Affiliates or the Partnerships in any business
or enterprise that contributes more than ten percent (10%) of the BPL Entities’
or any of their Subsidiaries’ or Affiliates’ or the Partnerships’ revenue,
either during his employment by Glenmoor or on the Termination Date, as
applicable, in any state in which such business or enterprise is so operated
(whether or not such business is physically located within those areas) (the “Geographic
Area”), or (ii) in any business or enterprise that is a customer of the
BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships if
the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships
derive at least five percent of its respective gross revenues either during his
employment by Glenmoor or on the Termination Date, as applicable, from such
customer. It is recognized by Muther that the business of the BPL Entities or
any of their Subsidiaries and Affiliates and the Partnerships and Muther’s
connection therewith is or will be involved in activity throughout the
Geographic Area, and that more limited geographical limitations on this
non-competition covenant are therefore not appropriate. Muther also shall not,
directly or indirectly, during such 18 month period (i) solicit or divert
business from, or attempt to convert any client, account or customer of the BPL
Entities or any of their Subsidiaries or Affiliates or the Partnerships,
whether existing at the date hereof or acquired during Muther’s employment nor (ii) following
Muther’s employment, solicit or attempt to hire any then employee of the BPL
Entities or any of their Subsidiaries or Affiliates or the Partnerships.


 


(b)                                 The
foregoing restriction shall not be construed to prohibit the ownership by
Muther of less than five percent (5%) of any class of securities of any
corporation which is engaged in any of the foregoing businesses having a class of
securities registered pursuant to the Exchange Act, provided that such
ownership represents a passive investment and that neither Muther nor any group
of persons including Muther in any way, either directly or indirectly, manages
or exercises control of any such corporation, guarantees any of its financial
obligations, otherwise takes any part in its business, other than
exercising his rights as a shareholder, or seeks to do any of the foregoing.


 


Section 12.                                    Equitable
Relief


 


(a)                                 Muther
acknowledges that the restrictions contained in Sections 10 and 11 hereof are
reasonable and necessary to protect the legitimate interests of the BPL
Entities, their Subsidiaries and Affiliates and the Partnerships, including
Glenmoor, which would not have entered into this Agreement in the absence of
such restrictions, and that any violation of any provision of those Sections
will result in irreparable injury to Glenmoor. Muther represents that his
experience and capabilities are such that the restrictions contained in Section 11
hereof will


 


8

















 


not prevent Muther from obtaining employment or
otherwise earning a living at the same general level of economic benefit as
anticipated by this Agreement. Muther further represents and acknowledges that (i) he
has been advised by Glenmoor to consult his own legal counsel in respect of
this Agreement, and (ii) that he has had full opportunity, prior to
execution of this Agreement, to review thoroughly this Agreement with his
counsel.


 


(b)                                 Muther
agrees that Glenmoor shall be entitled to preliminary and permanent injunctive
relief, without the necessity of proving actual damages, as well as an
equitable accounting of all earnings, profits and other benefits arising from
any violation of Section 10 or 11 hereof, which rights shall be cumulative
and in addition to any other rights or remedies to which Glenmoor may be
entitled. In the event that any of the provisions of Section 10 or 11
hereof should ever be adjudicated to exceed the time, geographic, service, or
other limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the maximum time,
geographic, service, or other limitations permitted by applicable law.


 


(c)                                  Muther
irrevocably and unconditionally (i) agrees that any suit, action or other
legal proceeding arising out of Section 10 or 11 hereof, including without
limitation, any action commenced by Glenmoor for preliminary and permanent
injunctive relief or other equitable relief, may be brought in the United
States District Court for the Eastern District of Pennsylvania, or if such
court does not have jurisdiction or will not accept jurisdiction, in any court
of general jurisdiction in Delaware County, Pennsylvania, (ii) consents to
the non-exclusive jurisdiction of any such court in any such suit, action or
proceeding, and (iii) waives any objection which Muther may have to
the laying of venue of any such suit, action or proceeding in any such court. Muther
also irrevocably and unconditionally consents to the service of any process, pleadings,
notices or other papers in a manner permitted by the notice provisions of Section 15
hereof.


 


(d)                                 Muther
agrees that he will provide, and that Glenmoor may similarly provide, a
copy of Sections 10 and 11 hereof to any business or enterprise (i) which
he may directly or indirectly own, manage, operate, finance, join, control
or participate in the ownership, management, operation, financing, control or
control of, or (ii) with which he may be connected as an officer,
director, employee, partner; principal, agent, representative, consultant or
otherwise, or in connection with which he may use or permit his name to be
used; provided, however, that
this provision shall not apply in respect of Section 12 hereof after
expiration of the time period set forth therein.


 


Section 13.                                    Term
of Agreement


 


The term of this
Agreement shall be for the period commencing on the date hereof and ending on June 30,
2009 and shall automatically be renewed for additional periods of one year
until one party notifies the other party in writing, at least 90 days in
advance of expiration, that this Agreement will not be renewed. If any notice
of non renewal occurs within two years after a Change of Control, such notice
shall constitute an involuntary Termination of Employment for purposes of Section 3
above. Notwithstanding anything herein to the contrary, this Agreement shall
terminate if the employment of Muther with Glenmoor shall terminate for any
reason other than as provided herein.


 


9

















 


Section 14.                                    Successor
Company


 


Glenmoor shall require
any successor or successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of Glenmoor, by agreement in form and substance satisfactory to
Muther, to acknowledge expressly that this Agreement is binding upon and
enforceable against Glenmoor in accordance with the terms hereof, and to become
jointly and severally obligated with Glenmoor to perform this Agreement in
the same manner and to the same extent that Glenmoor would be required to perform if
no such succession or successions had taken place. Failure of Glenmoor to
obtain such agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement. As used in this Agreement, Glenmoor shall mean
Glenmoor as hereinbefore defined and any such successor or successors to its
business and/or assets, jointly and severally.


 


Section 15.                                    Notice


 


All notices and other
communications required or permitted hereunder or necessary or convenient in
connection herewith shall be in writing and shall be delivered personally or
mailed by registered or certified mail, return receipt requested, or by
overnight express courier service, as follows:


 


If to Glenmoor, to:


 


Glenmoor
LLC

5 Radnor Corporate Center, Suite 500

Radnor, PA 19087

Attention:  Chairman


 


If to Muther, to:


 


or to such other names or
addresses as Glenmoor or Muther, as the case may be, shall designate by
notice to the other party hereto in the manner specified in this Section. Any
such notice shall be deemed delivered and effective when received in the case
of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal
Service in the case of registered or certified mail, or on the next business
day in the case of overnight express courier service.


 


Section 16.                                    Governing
Law


 


This Agreement shall be
governed by and interpreted under the laws of the Commonwealth of Pennsylvania
without giving effect to any conflict of laws provisions.


 


Section 17.                                    Contents
of Agreement; Amendment and Assignment


 


(a)                                 This
Agreement supersedes all prior agreements, sets forth the entire understanding
between the parties hereto with respect to the subject matter hereof and cannot
be changed, modified, extended or terminated except upon written amendment
executed by Muther and Glenmoor. The provisions of this Agreement may provide
for payments to Muther under


 


10

















 


certain compensation or bonus plans under
circumstances where such plans would not provide for payment thereof. It is the
specific intention of the parties that the provisions of this Agreement shall
supersede any provisions to the contrary in such plans, and such plans shall be
deemed to have been amended to correspond with this Agreement without further
action by Glenmoor.


 


(b)                                 Nothing
in this Agreement shall be construed as giving Muther any right to be retained
in the employ of Glenmoor.


 


(c)                                  All
of the terms and provisions of this Agreement shall be binding. upon and inure
to the benefit of and be enforceable by the respective heirs, representatives,
successors and assigns of the parties hereto, except that the duties and
responsibilities of Muther and Glenmoor hereunder shall not be assignable in
whole or in part.


 


Section 18.                                    Severability


 


If any provision of this
Agreement or application thereof to anyone or under any circumstances shall be
determined to be invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions or applications of this Agreement which
can be given effect without the invalid or unenforceable provision or
application.


 


Section 19.                                    Remedies
Cumulative:  No Waiver


 


No right conferred upon
Muther by this Agreement is intended to be exclusive of any other right or
remedy, and each and every such right or remedy shall be cumulative and shall
be in addition to any other right or remedy given hereunder or now or hereafter
existing at law or in equity. Except as provided by Section 3, no delay or
omission by Muther in exercising any right, remedy or power hereunder or
existing at law or in equity shall be construed as a waiver thereof.


 


Section 20.                                    Miscellaneous


 


All section headings
are for convenience only. This Agreement may be executed in several
counterparts, each of which is an original. It shall not be necessary in making
proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts.


 


Section 21.                                    Muther’s
Acknowledgment


 


(a)                                 By
executing this Agreement Muther acknowledges that he has no grounds for
asserting that a Good Reason Termination exists as of the date hereof, that no
obligation under Section 4 exists at the current time.


 


(b)                                 Muther
has previously acknowledged that the closing of the transactions pursuant to
which BPLSC was created and his employment was transferred to BPLSC was not a
Change of Control, an involuntary termination of Muther by BMC or BPLSC or
grounds for Muther to invoke a Good Reason Termination.


 


(c)                                  Muther
hereby waives any and all rights he may have that the transactions
consummated pursuant to the Stock Purchase Agreement constitute a Change of
Control or


 


11

















 


otherwise trigger any right to severance that he may have
from Glenmoor or any of the BPL Entities.


 


Section 22.                                    Defense
of Claims


 


Muther agrees that,
during a period of 36 months after the Termination Date, upon request from
Glenmoor, Muther will cooperate with the BPL Entities and the Partnerships in the
defense of any claims or actions that may be made by or against the BPL
Entities and the Partnerships that relate to Muther’s prior areas of
responsibility, except if Muther’s reasonable interests are adverse to such
entities in such claim or action. Glenmoor agrees to pay or reimburse Muther
for all of his reasonable travel and other direct expenses incurred, or to be
reasonably incurred, to comply with Muther’s obligations under this Section 22.
If the requirements of Muther under this Section 22 exceed ten business
days, Glenmoor shall compensate Muther thereafter in an amount equal to $1,000
per day.


 


Section 23.                                    Non-Disparagement


 


Muther agrees that, in
communications with Persons other than the BPL Entities, he shall not disparage
in any way, and shall always speak well of the BPL Entities, the Partnerships
their Affiliates or respective employees and under no circumstances shall
Muther, in communications with Persons other than the BPL Entities, the
Partnerships and their Affiliates criticize or disparage any business practice,
policy, statement, valuation or report that is made, conducted or published by
such entities or individuals. Notwithstanding the foregoing, this Section 23
shall not be construed to prohibit or restrain any criticism or other statements
made in communications exclusively between or among any of the BPL Entities,
the Partnerships and their Affiliates or their respective employees, to the
extent such communications or statements are made in the ordinary course of  business. The obligations of Muther under
this Section 23 shall continue after the date of employment by any of the
BPL Entities, the Partnerships or their Affiliates. Muther acknowledges that
any violation of this Section 23 may cause irreparable injury to the
BPL Entities, the Partnerships and their Affiliates or their respective
employees for which monetary damages are inadequate and difficult to compute. Accordingly,
this Section 23 may be enforced by specific performance, and
prospective breaches of this Section 23 may be enjoined.


 


12

















 


IN WITNESS WHEREOF, the
undersigned, intending to be legally bound, have executed this Agreement as of
the date first above written.


 


	
   

  	
  GLENMOOR LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W. Ward

  
	
   

  	
   

  	
  Andrew W. Ward

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Stephen C. Muther

  
	
   

  	
  Stephen C. Muther

  



 


13

















 


EXHIBIT A


 


TERMINATION OF EMPLOYMENT AGREEMENT


 


This termination of
employment agreement (the “Agreement”)
is between GLENMOOR LLC, a
Delaware limited liability company (“Glenmoor”),
and Stephen C. Muther (“Muther”),
pursuant to the Amended and Restated Employment and Severance Agreement between
Muther and Glenmoor dated May 4, 2004 (the “Employment Agreement”) and attached hereto as Exhibit A.


 


WHEREAS, Muther is
employed by Glenmoor pursuant to the Employment Agreement; and


 


WHEREAS, Muther’s
employment with Glenmoor is being terminated in exchange for certain severance
benefits and other valuable consideration provided herein;


 


NOW, THEREFORE, the
parties agree to terminate their employment relationship on the following terms
and conditions.


 


1.                                      Termination of Employment. Glenmoor and
Muther agree that Muther’s employment with Glenmoor is terminated as of               
(the “Termination Date”), pursuant to Section 3
of the Employment Agreement.


 


2.                                      Complete Release and Other Consideration from Muther.
In exchange for Glenmoor’s obligations under this Agreement, Muther agrees as
follows:


 


a.                                      Complete
Release. On behalf of Muther and Muther’s heirs and assigns, Muther fully
releases Glenmoor and its parents, subsidiaries, affiliates, divisions,
predecessors, successors, and assigns, and, with respect to all such entities,
their partners, members, officers, directors, attorneys, agents, and employees
(collectively, the “Glenmoor Releasees”),
from any and all claims, demands, or causes of action (including claims for
attorneys’ fees) (collectively, “Claims”),
known or unknown, that Muther may have or may claim to have against
any of the Glenmoor Releasees, including but not limited to any claims arising
out of Muther’s employment relationship with and service as an employee,
officer or director of Glenmoor, and the termination of such relationship or
service (the “Muther Release”); provided, however, that this Muther Release shall not apply
to Glenmoor’s obligations under this Agreement. This Muther Release includes,
without limitation, any claims arising out of any contract (express or
implied); any tort (whether based on
negligent, grossly negligent, or intentional conduct); or any federal,
state, or local law, including, without limitation, the Age Discrimination in
Employment Act and the Employee Retirement Income Security Act. This Muther
Release does not include any claims under the Age Discrimination in Employment


 

















 


Act that may arise after this Agreement is
executed. Nothing in this Agreement shall constitute a waiver or release by
Muther of any vested benefits under any retirement plan or policy of Glenmoor
or its affiliates to which he is entitled.


 


b.                                      Confidentiality.
Except as may be required by law or court order or as may be
necessary in an action arising out of this Agreement, Muther agrees not to
disclose the existence or terms of this Agreement to anyone other than Muther’s
immediate family, attorneys, tax advisors, and financial counselors, provided
that Muther first informs them of this confidentiality clause and secures their
agreement to be bound by it. Muther understands and agrees that a breach of
this confidentiality provision by any of these authorized persons will be
deemed a material breach of this Agreement by Muther.


 


3.                                      Release
and Other Consideration from Glenmoor. In exchange for Muther’s obligations
under this Agreement, Glenmoor shall pay Muther those severance payments and
benefits, on the terms provided in the Employment Agreement. Muther
acknowledges that these severance payments are subject to Muther’s compliance
with the Employment Agreement.


 


4.                                      Right
to Consult an Attorney; Period of Review. Muther is encouraged to consult
with an attorney before signing this Agreement.


 


5.                                      Entire
Agreement; Amendment; Continuing Obligations. This Agreement and the
Employment Agreement contain the entire agreements of the parties with respect
to Muther’s employment and the other matters covered herein and therein;
moreover, this Agreement supersedes all prior and contemporaneous agreements
and understandings, oral or written, between the parties hereto concerning
the subject matter hereof and thereof. This Agreement may be amended,
waived or terminated only by a written instrument executed by both parties
hereto. Muther hereby reaffirms and agrees to continue to abide by all of
Muther’s obligations under the Employment Agreement.


 


6.                                      Revocation/Effectiveness.
Upon signing this Agreement, Muther will have 7 days to revoke the Agreement. To
properly revoke the Agreement, Glenmoor must receive written notice of
revocation from Muther by the close of business on the 7th day after the date
the Agreement is signed by Muther. Written notice must be delivered pursuant to
the Employment Agreement. In the event that Glenmoor exercises its right under Section 4(e) of
the Employment Agreement to recover severance from Muther, the terms of this
Agreement shall be null and void and have no force or effect.


 


7.                                      Indemnification
Rights. The execution and delivery of this Agreement shall have no effect
on the rights or entitlement of Muther to indemnification under (a) any
agreement between Muther and Glenmoor or any of its affiliates or (b) any
of the organizational agreements of Glenmoor and its affiliates, including,
without limitation, Buckeye Pipe Line Company LLC and Buckeye Partners, L.P.


 


A-2

















 


8.                                      Choice of Law. This Agreement will
be governed in all respects by the laws of the Commonwealth of Pennsylvania,
without regard to its choice of law principles. This Agreement is subject to
the arbitration provisions in the Employment Agreement.


 


9.                                      Effectiveness
of Agreement. This Agreement will be effective, and the payments described
above will be made, only if Muther does not revoke the Agreement under Section 6
above.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Name: Stephen C. Muther

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLENMOOR LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
							



 


A-3