Exhibit 10.15


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(“Agreement”) is made and entered
into as of May 4, 2004 (the “Effective
Date”), by and between Glenmoor LLC, a Delaware limited liability
company (the “Company”), and
William H. Shea, Jr. (the “Executive”).


 


1.                                      Employment. During the Employment
Period (as defined in Section 4 hereof), the Company shall employ
Executive, and Executive shall serve, as President and Chief Executive Officer
of the Company, BPL Management LLC, Buckeye Management Company LLC, Buckeye
Pipe Line Company LLC and, subject to the rights of the trustee under the
Buckeye Pipe Line Services Company Employee Stock Ownership Plan, Buckeye Pipe
Line Services Company (“Services”).
The Company shall also cause Executive to be elected as a director to each of
the foregoing entities. In accordance with past practices, Executive shall
continue to be an employee of, and receive benefits through, Services. For
purposes of this Agreement, Executive’s employment by, and provision of services
to, Services shall be deemed the employment by, and provisions of services to,
the Company.


 


2.                                      Duties and Responsibilities of Executive.


 


(a)                                 During
the Employment Period, Executive shall devote substantially all of his full
time and attention to the business of the Company, will act in the best
interests of the Company and will perform with due care the duties and
responsibilities assigned to him by the Board of Directors (or comparable
governing body) of the Company (the “Board”).
Executive agrees to cooperate fully with the Board, and not to engage in any
activity that interferes with the performance of Executive’s duties hereunder. During
the Employment Period, Executive 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 or as set forth on Exhibit A. Provided that it shall not be a violation
of this Agreement for Executive 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 Executive’s 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 Company.


 


(b)                                 Executive
represents and covenants to the Company that, except for agreements with
Affiliates of the Company, 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
Executive 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 that may now or in the
future be assigned to Executive hereunder.


 


(c)                                  Executive
acknowledges and agrees that Executive owes the Company a duty of loyalty and
that the obligations described in this Agreement are in addition to, and not in
lieu of, the obligations Executive owes the Company under the common law.


 

















 


3.                                      Compensation. Any salary, bonus and
other compensation payments hereunder shall be subject to all applicable
payroll and other taxes.


 


During the Employment
Period (as defined in Section 4 hereof), the Company shall pay to
Executive an annualized base salary of not less than $400,000 (less applicable
taxes and withholdings) (such amount, as it may be increased from time to
time, is hereinafter referred to as “Compensation”) in consideration for
Executive’s services under this Agreement, payable in conformity with the
Company’s and its Affiliates’ customary payroll practices for executive
salaries.


 


4.                                      Term of Employment. The initial term of
this Agreement shall be for a three year period beginning on the Effective Date
(the “Initial Term”). On the third
anniversary of the date hereof, and on the anniversary of each succeeding year
(each such date being referred to as a “Renewal
Date”), this Agreement shall automatically renew and extend for a
period of 12 months (a “Renewal Term”)
unless written notice of non-renewal is delivered from one party to the other
90 days prior to the Renewal Date. Notwithstanding any other provision of this
Agreement, this Agreement may be terminated at any time during the Initial
Term or the Renewal Term (if any) in accordance with Section 6. The period
from the Effective Date through the date of termination of this Agreement,
regardless of the time or reason for such termination, shall be referred to
herein as the “Employment Period.”


 


5.                                      Benefits. Subject to the terms and
conditions of this Agreement, Executive shall be entitled to the following
benefits during the Employment Period:


 


(a)                                 Reimbursement of Business Expenses. The Company agrees to reimburse
Executive for any business-related expenses incurred in the performance of
Executive’s duties under this Agreement that are reimbursable to the Company
under its agreements with Buckeye Partners L.P. and its Affiliates.


 


(b)                                 Benefit Plans and Programs. To the extent permitted by applicable
law and subject to the terms and eligibility requirements of any such plan or
program, Executive will be invited to participate in all benefit plans and
programs, including improvements or modifications of the same, that are now, or
may hereafter be, maintained by the Company generally for executive
employees of the Company, subject to the eligibility requirements and other
terms and conditions of those plans and programs. Company will not, however, by
reason of this Section 5(b) be obligated either (1) to
institute, maintain, or refrain from changing, amending, or discontinuing any
such benefit plan or program, (2) to provide Executive with all benefits
provided to any other person or individual employed by the Company or any
Affiliate (as defined below), or (3) to provide Executive with coverage or
benefits under any such benefit plan or program except under the terms and
conditions of each such plan or program as it currently exists or as it may be
amended from time to time.


 


(c)                                  Vacation  Executive shall accrue not less than four
weeks of vacation each calendar year, subject to the terms and conditions of
company policies applicable to similarly situated executive employees, if any. Such
vacation time is to be used during the calendar year in which it was accrued at
times that are not inconvenient to the


 


[Shea Employment
Agreement]


 

















 


Company. Provided, however, that Executive shall
be permitted to carry over one week of accrued but unused vacation each
calendar year; otherwise, Executive’s accrued but unused vacation shall expire
at the end of each calendar year. Accrued but unused vacation will not be paid
upon termination.


 


For purposes of this
Agreement, “Affiliate” means any
person which owns or controls, is owned or controlled by, or is under common
ownership or control with, the Company.


 


6.                                      Termination of Employment.


 


(a)                                 Company’s Right to Terminate. The
Company shall have the right to terminate this Agreement and Executive’s
employment with the Company at any time for any reason whatsoever, in the sole
and complete discretion of the Company.


 


(b)                                 Executive’s Right to Terminate. Executive
will have the right to terminate this Agreement and Executive’s employment with
the Company at any time for any reason whatsoever, in the sole and complete
discretion of Executive.


 


7.                                      Conflicts of Interest. Executive agrees
that he shall disclose to the Board any conflict of interest between Executive,
on the one hand, and the Company and its Affiliates, on the other hand,  promptly upon Executive becoming aware of
such conflict; provided, however,
that this Section 7 shall not apply to (a) any matters arising under
the Stock Purchase Agreement, dated as of March 5, 2004, as amended from
time to time, by and among BPL Acquisition L.P., Glenmoor and the Selling
Stockholders of Glenmoor, (b) any matters arising under the Executive
Purchase Agreement between Executive and BPL Acquisition L.P., (c) any
matter resulting from Executive’s ownership in BPL Acquisition L.P.


 


8.                                      Confidentiality. All references in this
Section 8 to the “Company”
shall mean and include its Affiliates. The Company agrees to provide Executive
valuable Confidential Information of the Company and of third parties who have
supplied such information to the Company. In consideration of such Confidential
Information and other valuable consideration provided hereunder, Executive
agrees to comply with this Section 8.


 


(a)                                 “Confidential Information” includes without
limitation and regardless of whether such information or materials are
expressly identified as confidential or proprietary, any and all information
concerning the Company and its Affiliates relating to business operations or
opportunities, financial affairs, technical data, future plans, organizational
and personnel matters, policies and procedures, confidential
or proprietary information about or belonging to any third party, and any
other confidential, proprietary or non-public matters.


 


(b)                                 Protection. In return for the Company’s
promise to provide Executive with Confidential Information, Executive promises (i) to
keep the Confidential Information, and all documentation and information
relating thereto, strictly confidential, (ii) not to use the Confidential Information for any purpose other than as required
in connection with fulfilling his duties as Executive and (iii) to return
to the Company all Confidential Information in Executive’s possession upon
completion of any work for the


 

















 


Company requiring Executive to have such Confidential Information or
upon separation from the Company for any reason.


 


(c)                                  Scope. Executive understands and agrees
that all Confidential Information is subject to this Agreement whether provided
directly to Executive or not, whether provided to Executive prior to the
Effective Date of this Agreement or not, and whether inadvertently disclosed to
Executive or not. Executive also hereby agrees that Confidential Information
shall be deemed to include information regarding the assets of the Company and
its Affiliates, even if such information was learned by Executive prior to
formation of the Company.


 


(d)                                 Value and Security. Executive understands
and agrees that all Confidential Information, and every portion thereof,
constitutes the valuable intellectual property of the Company, its Affiliates,
its customers, and/or third parties, and Executive further acknowledges the
importance of maintaining the security and confidentiality of the Confidential
Information.


 


(e)                                  Disclosure Required By Law. If Executive is
requested or required by any law, regulation or rule, or any legal, regulatory
or administrative process to disclose any Confidential Information, Executive
shall promptly, if legally permitted, notify the Company in writing of such
request or requirement so that the Company may seek an appropriate
protective order or other relief. Executive agrees not to oppose any effort by
the Company to resist or narrow such request or to seek a protective order or
other appropriate remedy; provided
that if the Company does not receive such protective order or other relief,
Executive shall be expected to comply with any subpoena, order, judgment or
other requirement of any court or governmental authority. In any case,
Executive will (a) disclose only that portion of the Confidential
Information that, according to the advice of his or her counsel, is legally
compelled or otherwise required to disclose, (b) use his or her reasonable
efforts (at the expense of the Company) to obtain assurances that such
Confidential Information will be treated confidentially, and (c) if
legally permitted, notify the Company in writing as soon as reasonably
practicable of the items of Confidential Information so disclosed.


 


9.                                      Agreement Not to Compete.


 


(a)                                 Covenants. In consideration of the
Confidential Information described in Section 8 and other valuable
consideration provided hereunder, Executive agrees that, except in the ordinary
course and scope of his employment hereunder during the Employment Period,
Executive shall not while employed by the Company and:


 


(1)                                 for
a period of 12
months following the termination of Executive’s employment with the Company for
any reason, (i) perform Competitive Duties (as an employee,
consultant, or otherwise) within the Restricted Area for any Competing Business
or (ii) form, or acquire a 5% or greater equity ownership, voting or
profit participation interest in, any Competing Business;


 

















 


(2)                                 for
a period of 12 months following Executive’s Termination Date, directly or
indirectly, either for his own benefit or for the benefit of any other person
or entity, solicit, divert or take away, or offer or provide Competitive
Products or Services to, any customers, clients, or business acquisition or
other business opportunity of the Company or its Affiliates with which
Executive had direct or indirect involvement while employed by the Company or
about which Executive had Confidential Information, or access to Confidential
Information, while employed by the Company; provided,
however, that this restriction
shall not apply to any solicitations contained in any advertisement directed
generally to the public or the trade;


 


(3)                                 for
a period of 12 months following
Executive’s Termination Date, directly or indirectly, either for his own
benefit or for the benefit of any other person or entity, either (A) contact
or solicit, with respect to hiring, any employee of the Company or its
Affiliates or any person employed by the Company or its Affiliates, (B) induce
or otherwise counsel, advise or encourage any employee of the Company or its Affiliates to leave the employment
of the Company or their respective employment with the Company’s Affiliates, as
the case may be, or (C) induce any distributor, representative or
agent of the Company to terminate or modify its relationship with the Company; provided, however,
that this restriction shall not apply to any solicitations contained in an
advertisement directed generally to the public or the trade; and


 


(4)                                 Executive
shall not use the names of the Company or its Affiliates in connection with any business that is or
would be in competition in any manner whatsoever with the Company or any of its Affiliates.


 


“Competitive
Duties” means duties that: 
(i) are similar to or substantially related to the duties Executive
had during the last twelve (12) months of Executive’s employment with the
Company (ii) are performed in the capacity of a director, officer,
partner, or executive of a Competing Business; (iii) involve the
formation, management, operation, or control of a Competing Business or any
recognized subdivision or department thereof; or (iv) involve the
performance of, or the management or supervision of personnel engaged in, any
activity which is similar to or substantially related to any activity with
which Executive had direct or indirect involvement while employed by the
Company and its Affiliates or about which Executive had Confidential
Information, or access to Confidential Information, while employed by the
Company.


 


“Competitive
Products or Services” means any products or services that are
similar to or competitive with the products or services being offered,
marketed, or actively developed by the Company as of the date of the
termination of Executive’s employment for any reason.


 


“Restricted
Area” means any county, state, or geographic market in which
the Company:  (i) conducts any
material portion of the Company’s business as of the Termination Date; or (ii) is
contemplating conducting a material amount of business as of the date Executive’s
employment is terminated for any reason as evidenced by definite and
demonstrable


 

















 


actions by the
Company with respect to the area (e.g., contacting
persons in the area to solicit material business opportunities, actively
conducting feasibility research of the area, etc.).


 


(b)                                 Acknowledged Inducement. Executive
explicitly warrants and represents to the Company that Executive is incurring
the obligations of the covenants in this Section 10 as an inducement to
the Company to enter into this Agreement and to induce the Company to provide
Executive with the Confidential Information described herein.


 


(c)                                  Value and Reasonableness. Executive
understands and acknowledges that the Company has made substantial investments
to develop its business interests, goodwill, and Confidential Information. Executive
agrees that such investments are worthy of protection, and that the Company’s
need for the protection afforded by this Section 9 is greater than any
hardship Executive might experience by complying with its terms. Executive
agrees that the limitations as to time, geographic area, and scope of activity
to be restrained contained in this Agreement are reasonable and are not greater
than necessary to protect the Confidential Information and/or the goodwill or
other business interests of the Company and its Affiliates.


 


(d)                                 Reformation Requested. In the event a court
of competent jurisdiction determines that the limitations agreed upon in this Section 9
are not appropriate, the parties agree to request that the court reform the
limitations to the satisfaction of the court. It is the express intent of the
Company and Executive that the terms of this Agreement be enforced to the full
extent permitted by law.


 


(e)                                  Right to Injunction. Executive acknowledges
that Executive’s violation of Sections 8 and 9 of this Agreement will
cause irreparable harm to the Company and its Affiliates, and Executive agrees
that the Company shall be entitled as a matter of right to specific performance
of Executive’s obligations under Sections 8 and 9 and an injunction, out
of any court of competent jurisdiction, restraining any violation or further
violation of such agreements by Executive or others acting on his/her behalf,
without any showing of irreparable harm and without any showing that the
Company does not have an adequate remedy at law. The Company’s right to
injunctive relief shall be cumulative and in addition to any other remedies
provided by law or equity.


 


10.                               Defense of Claims. Executive agrees
that, during the Employment Period and for a period of 18 months after the
Termination Date, upon request from the Company, Executive will cooperate with
the Company and its Affiliates in the defense of any claims or actions that may be
made by or against the Company or any of its Affiliates that relate to
Executive’s prior areas of responsibility, except if Executive’s reasonable
interests are adverse to the Company or Affiliates in such claim or action. The
Company agrees to pay or reimburse Executive for all of Executive’s reasonable
travel and other direct expenses incurred, or to be reasonably incurred, to
comply with Executive’s obligations under this Section 10. If the
requirements of Executive under this Section 10 exceed ten business
days, the Company shall compensate Executive thereafter in an amount equal to
$1,000 per day.


 

















 


11.                               Withholdings: Right of Offset. The
Company may withhold and deduct from any payments made or to be made
pursuant to this Agreement (a) all federal, state, local and other taxes
as may be required pursuant to any law or governmental regulation or
ruling, (b) any deductions consented to in writing by Executive, and (c) any
other sums owed by Executive to the Company, any Affiliate, or any employee
benefit plan or program of the Company or any Affiliate.


 


12.                               Severability. It is the desire of the
parties hereto that this Agreement be enforced to the maximum extent permitted
by law, and should any provision contained herein be held unenforceable by a
court of competent jurisdiction or arbitrator (pursuant to Section 14),
the parties hereby agree and consent that such provision shall be reformed to
create a valid and enforceable provision to the maximum extent permitted by
law; provided, however, if such
provision cannot be reformed, it shall be deemed ineffective and deleted
herefrom without affecting any other provision of this Agreement.


 


13.                               Title and Headings; Construction. Titles
and headings to Sections hereof are for the purpose of reference only and shall
in no way limit, define or otherwise affect the provisions hereof. Any and all
Exhibits referred to in this Agreement are, by such reference, incorporated
herein and made a part hereof for all purposes. The words “herein”, “hereof”,
“hereunder” and other compounds of the word “here” shall refer to the entire
Agreement and not to any particular provision hereof.


 


14.                               Arbitration; Injunctive Relief; Attorneys’ Fees.


 


(a)                                 Subject
to Section 14(b), any dispute, controversy or claim between
Executive and the Company arising out of or relating to this Agreement,
Executive’s employment with Company, or the termination of either will be
finally settled by arbitration in Philadelphia, Pennsylvania before, and in
accordance with the rules for the resolution of employment disputes then
obtaining of, the American Arbitration Association. The arbitrator’s award
shall be final and binding on both parties.


 


(b)                                 Notwithstanding
Section 14(a), an application for emergency or temporary injunctive
relief by either party shall not be subject to arbitration under this Section 14;
provided, however, that the
remainder of any such dispute (beyond the application for emergency or
temporary injunctive relief) shall be subject to arbitration under this Section 14.


 


(c)                                  If
Executive prevails on at least one material issue which is the subject of such
arbitration, the Company 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 side shall share equally the cost of the arbitrator
and bear its own costs and attorneys’ fees incurred in connection with any
arbitration, unless a statutory claim authorizing the award of attorneys’ fees
is at issue, in which event the arbitrator may award a reasonable
attorneys’ fee in accordance with the jurisprudence of that statute.


 

















 


(d)                                 Nothing
in this Section 14 shall prohibit a party to this Agreement from (i) instituting
litigation to enforce any arbitration award or (ii) joining another party
to this Agreement in a litigation initiated by a person which is not a party to
this Agreement.


 


15.                               Governing Law. THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. THE
EXCLUSIVE VENUE FOR THE RESOLUTION OF ANY DISPUTE RELATING TO THIS AGREEMENT OR
EXECUTIVE’S EMPLOYMENT (THAT IS NOT SUBJECT TO ARBITRATION UNDER SECTION 15
FOR ANY REASON) SHALL BE IN THE STATE AND FEDERAL COURTS LOCATED IN
PENNSYLVANIA AND THE PARTIES HEREBY EXPRESSLY CONSENT TO THE JURISDICTION OF
THOSE COURTS.


 


16.                               Entire Agreement and Amendment. This
Agreement contains the entire agreement of the parties with respect to
Executive’s employment and the other matters covered herein and therein other
than the Benefits Continuation Agreement, dated January 1, 2004, between
the Executive and the Company, which agreement shall remain in full force and
effect; 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.


 


17.                               Survival of Certain Provisions. Wherever
appropriate to the intention of the parties hereto, the respective rights and
obligations of said parties shall survive any termination or expiration of this
Agreement for any reason.


 


18.                               Waiver of Breach. No waiver by either
party hereto of a breach of any provision of this Agreement by the other party,
or of compliance with any condition or provision of this Agreement to be
performed by such other party, will operate or be construed as a waiver of any
subsequent breach by such other party or any similar or dissimilar provision or
condition at the same or any subsequent time. The failure of either party
hereto to take any action by reason of any breach will not deprive such party
of the right to take action at any time while such breach continues.


 


19.                               No Assignment. This Agreement is
personal to Executive and the Company, and as such, neither party may assign,
delegate or otherwise transfer all or any of its rights, duties or obligations
hereunder. Any attempt by Executive or the Company to assign, delegate or
otherwise transfer this Agreement, any portion hereof, or the rights, duties or
obligations hereunder shall be deemed void and of no force and effect.


 


20.                               Notices. Notices provided for in this
Agreement shall be in writing and shall be deemed to have been duly received (a) when
delivered in person or sent by facsimile transmission, (b) on the first
business day after such notice is sent by air express overnight courier
service, or (c) on the third business day following deposit in the United
States mail, registered or certified mail, return receipt requested, postage
prepaid and addressed, to the following address, as applicable:


 

















 


(1)                                 If
to Company, addressed to:


 


Glenmoor LLC

General Counsel

5 Radnor Corporate Center, Suite 500

Radnor, PA 19087


 


with a copy to


 


Carlyle/Riverstone
Global Energy and Power Fund II, L.P.

712 Fifth Avenue, 19th Floor

New York, NY 10019

Attention: Andrew W. Ward

facsimile: 212-993-0077


 


(2)                                 If
to Executive, addressed to the address set forth below Executive’s name on the
execution page hereof;


 


or to such other address
as either party may have furnished to the other party in writing in
accordance with this Section 20.


 


21.                               Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist
of a copy hereof containing multiple signature pages, each signed by one party,
but together signed by both parties hereto.


 


22.                               Non-Disparagement. Executive agrees
that, in communications with Persons other than the Company and its Affiliates,
he shall not disparage in any way, and shall always speak well of the Company
and its Affiliates or their respective employees and under no circumstances
shall Executive, in communications with Persons other than the Company and its
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 22 shall not be
construed to prohibit or restrain any criticism or other statements made in communications
exclusively between or among any of the Company and its Affiliates or their
respective employees, to the extent such communications or statements are made
in the ordinary course of  business. The
obligations of Executive under this Section 22 shall continue after the
date of employment by any of the  Company
and its Affiliates. Executive acknowledges that any violation of this Section 22
may cause irreparable injury to the Company and its Affiliates or their
respective employees for which monetary damages are inadequate and difficult to
compute. Accordingly, this Section 22 may be enforced by specific
performance, and prospective breaches of this Section 22 may be
enjoined.


 


SIGNATURE PAGE FOLLOWS


 

















 


IN WITNESS WHEREOF,
Executive has hereunto set his hand, and the Company has caused this Agreement
to be executed in its name and on its behalf, to be effective as of the
Effective Date first above written.


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/ William H. Shea, Jr.

  	
   

  
	
   

  	
   

  	
  William
  H. Shea, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLENMOOR LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W. Ward

  	
   

  
	
   

  	
   

  	
  Andrew W. Ward

  
	
   

  	
   

  	
  Vice President