ex10_30.htm


    
      

    

    Exhibit
10.30



    EMPLOYMENT
AGREEMENT

    


    


    
This Employment Agreement (this "Agreement")
is made and entered into as of 
July
25th, 2007 (the "Effective
Date") by and between Genesis Energy, Inc., a Delaware corporation (the
"Company")
and Steve Nathanson, an individual ("Employee").

    


    
INTRODUCTION

    


    
A.           Employee
was previously employed by TDC, LLC, a Louisiana limited liability company
(“TDC”),
which was sold to Genesis Energy, L.P, a Delaware limited partnership (the
“Partnership”)
pursuant to that certain Contribution and Sale
Agreement dated April 25, 2007 (as amended or supplemented from time to time,
the “Contribution
Agreement”) by and among the Partnership,
Davison Petroleum Products, LLC, a Louisiana limited liability company,
Davison Transport, Inc., a Louisiana corporation, Transport Company, an Arkansas
corporation, Davison Terminal Service, Inc., a Louisiana corporation, Sunshine
Oil & Storage, Inc., a Louisiana corporation, T&T Chemical, Inc., an
Arkansas corporation, Fuel Masters, LLC, a Texas limited liability company, TDC,
and Red River Terminals, L.L.C., a Louisiana limited liability company (each a “Seller”, and collectively, the “Sellers”).

    


    
B.           The
Company and the Partnership desire to employ employee as President of TDC and
Employee desires to be employed in said capacity;

    


    

C.           
 Concurrently
with the execution of this Agreement, Employee has entered into a
Non-Competition Agreement with the Company (the “Non-Competition
Agreement”).  Employee wishes to
be employed under the restrictions contained in the Non-Competition
Agreement.

    


    D.           Each
party desires to set forth in writing the terms and conditions of their
understandings and agreements.

    


    
NOW, THEREFORE, in
consideration of the mutual covenants and obligations contained herein, the
sufficiency of which is hereby acknowledged by the parties hereto, the Company
hereby agrees to employ or cause one of its affiliates or subsidiaries to employ
the Employee, and Employee hereby accepts such employment, upon the terms and
conditions set forth in this Agreement:



    


    STATEMENT
OF AGREEMENT

    


    
1.      Employment and
Duties.

     

    
      (a)           The
Company agrees to employ or cause one of its affiliates or subsidiaries to
employ Employee as President of TDC.  As such, Employee shall have the
responsibilities, duties and authority reasonably accorded to Employee from time
to time by the Chief Executive Officer (“CEO”) of
TDC and reasonably expected of such position and will report directly to the CEO
of TDC or such other party as is designated from time to time by the CEO of
TDC.  Employee agrees to accept this employment upon the terms and
conditions set forth herein and, subject to Paragraph 3 hereof, agrees to devote
Employee's commercially reasonable best efforts and all of his business time and
attention to all facets of the business of the Company as directed by the
President and will faithfully and diligently conduct such duties and
responsibilities, and exercise such authority, associated with being the
President of TDC.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
(b)           Employee
agrees, from and after Employee’s receipt of same, to adhere to, execute and
fulfill all policies established by the Company, including the Company’s Code of
Conduct, and any amendments or additions made by the Company from time to time
to such policies that are communicated to Employee.

      


      
2.      Compensation.  For
all services rendered by Employee, the Company shall compensate Employee as
follows:

      


      
(a)           Base Salary.  The
Company shall pay or shall cause one of its affiliates or subsidiaries to pay
Employee a base salary of $250,000.00 per annum (“Base
Salary”) commencing on the Effective Date and ending on the date of
termination of this Agreement.  Payment of all compensation under this
Agreement shall be made in accordance with the terms of this Agreement and
customary payroll practices of the Company or the applicable affiliate or
subsidiary, and shall be subject to all applicable withholdings and
taxes.  No less often than once per year, the Company and/or the
Partnership will review Employee's performance and may make adjustments to such
Base Salary if, in its sole discretion, any such adjustment is warranted.


      


      
(b)           Employee Perquisites, Benefits,
Annual Bonus and Other Compensation.  Employee shall be
entitled to receive additional benefits and compensation from the Company and/or
affiliates or subsidiaries of the Company in such form and to such extent as
specified below; provided, however, that nothing herein shall be deemed to
require the Company to adopt or maintain any particular plan or
policy:

       

    

    
(i)
       Participation in the Company’s health,
dental, disability, life and/or other insurance plans that the Company may have
in effect from time to time, with benefits provided to Employee under this
clause 
to be at least generally equal
to such benefits provided to similarly positioned employees of the
Company;

    


    
(ii)       Reimbursement
for all business expenses, which are reasonable and necessary and are incurred
by Employee while performing Employee’s duties under this Agreement, provided
that they are documented in reasonable detail by Employee and accompanied by
expense statements, receipts and/or vouchers, or such other information and
documentation as the Company may reasonably require to substantiate such
expense.

    


    
(iii)       Effective
January 1, 2008, Employee’s bonus payments will be based on individual, TDC,
Company and/or
Partnership performance (with a 100% target) and are at the discretion of the
management of the Company.  2007 bonus programs and payments from TDC
prior to the Effective Date are the responsibility of the
Sellers.  After the Effective Date, 2007 bonus program will be
structured similar to, and no less favorable than, that of Sellers’ 2007
pre-Effective Date bonus program.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    

(iv)        Effective
January 1, 2008, the Company shall provide or cause to be provided the Employee
with other employee perquisites as may be available to or deemed appropriate for
Employee by the Company.
   In any event, the Employee shall be entitled
to participate on the same terms as any similarly positioned employees of the
Company in any profit sharing and retirement savings plan maintained by the
Company that is qualified under Section 401(a) of the Internal Revenue Code and
any non-qualified executive compensation program maintained by the
Company.

     

    
(v)       Employee will be enrolled in the Company’s vacation plan
effective January 1, 2008 (Sellers’ 2007 vacation plan allowances are
unaffected).  Pursuant to the
Company’s plan, for the calendar year 2008, Employee shall be entitled to accrue
and take as accrued 15 days of paid vacation.  Employee’s years of
service with Sellers were and will be included in calculating vacation
entitlements.

    


    (vi)       Employee
will be eligible for the Company’s/Partnership’s proposed Long Term Incentive
Plan currently under consideration by the board of directors of the
Company.  If such program is approved (as proposed), Employee will
receive promptly after such approval a one time grant of a number of restricted
common units of the Partnership equal to the quotient
derived by dividing (A) the Employee’s initial annual Base Salary by (B) the
closing price for common units of the Partnership on the Partnership’s primary
trading exchange on the option grant date.  Such restricted units
shall, at the Company’s option, vest either in three equal
annual tranches commencing on the first anniversary of the grant date or in four equal
annual tranches commencing 10 days from the effective date of this agreement and
shall be subject to the other terms and conditions provided in the program and
the related grant letter.    If the proposed Restricted Unit
Program is not approved by the board of directors of the Company, the Company or
the Partnership will provide Employee with other compensation equal (as
determined in the sole discretion of the Company) to the benefit that would have
been derived from the proposed Long Term Incentive Plan.

    


    (vii)       COMPANY
AUTOMOBILE. In line with
company policy, Company will provide the Employee the use of a company
provided.  Associated costs to operate the automobile including fuel,
repairs, and insurance will be provided by the Company or reimbursed to the
Employee when appropriate documentation is provided.

    


    
      
3.  Term; Termination; Rights on
Termination.

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
(a)         The
term of this Agreement shall begin on the Effective Date and continue for three
(3) years (the
"Initial
Term"),
unless terminated sooner as provided herein.  This Agreement shall
automatically renew for successive one (1) year terms, on the same terms and
conditions as in effect as of the time of renewal, unless either party gives
written notice of the party’s intent not to renew this Agreement at least 90
days prior to the
expiration of the then-current term.  This Agreement and Employee's
employment may be terminated in any of the following ways:

    


    
(i)             Death.  This
Agreement will terminate automatically upon Employee’s death.

    


    
(ii)             Disability.  If, as
a result of physical or mental illness or injury, Employee shall have been
unable to perform the Employee’s duties hereunder, with or without reasonable
accommodation, for 180 consecutive days, then thirty (30) days after receiving
written notice (which notice may occur before or after the end of such 
six (6) month period, but which
shall not be effective earlier than the last day of such 
six (6) month period), the Company may
terminate Employee's employment hereunder, provided Employee is unable to resume
full-time duties with or without reasonable accommodation at the conclusion of
such notice period.  Also, Employee may terminate Employee's
employment hereunder if Employee's health should become impaired to an extent
that makes the continued performance of Employee's duties hereunder hazardous to
Employee's physical or mental health or life, provided that Employee shall have
furnished the Company with a written statement from a qualified doctor to such
effect and provided, further, that, at the Company's request made within thirty
(30) days of the date of such written statement, Employee shall submit to an
examination, at the Company’s expense, by a doctor selected by the Company who
is reasonably acceptable to Employee or Employee's doctor.

    


    
(iii)            Termination by the Company for
Cause.  The Company may terminate the Agreement immediately for
Good Cause
 , which shall be: (1)
Employee’s commission of theft, embezzlement, forgery, any other act of
dishonesty relating to Employee’s employment with the Company and/or any
affiliate or subsidiary of the Company, or any violation of Company policies
(including the Company’s ethics policies (including any sexual harassment
policies) or Code of Conduct), or any law, rule, or regulation applicable to the
Company, the Partnership or TDC or any failure by Executive to inform the
Company of any violation of any law, rule or regulation by the Company or one of
its direct or indirect subsidiaries of which Executive has knowledge; (2)
Employee’s conviction of, or pleading guilty or nolo contendere to, a felony or
any lesser crime having as its predicate element fraud, dishonesty, or
misappropriation; (3) Employee’s failure to perform Employee’s duties and
obligations under this Agreement (other than during any period of disability)
which failure to perform is not remedied within thirty (30) days after notice
thereof to Employee by the Company or Employee’s failure to perform Employee’s
duties and obligations under the Non-Competition Agreement; or (4) Employee’s
commission of an act or acts in the performance or intentional non-performance
of Employee’s duties under this Agreement amounting to gross negligence or
willful misconduct (“Cause”).  In
the event of a termination for Good Cause, Employee shall have no right to any
severance compensation.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
(iv)             Termination by Either Party
Without
Cause.  At any time after the commencement of employment, the
Company or Employee may, without Cause,
terminate this Agreement and Employee's employment, effective thirty (30) days
after written notice is provided to the other party (“Without
Cause”).

    


    (v)             Termination by Employee for Good
Reason: Employee may terminate this Agreement for Good Reason, after
providing thirty (30) days written notice to the Company, which identifies the
Good Reason for Employee’s termination.  “Good
Reason” means any of the following reasons: (1) following a Change of
Control which results in a substantial diminution of Employee’s duties and
responsibilities or a material reduction of compensation or benefits; (2)
Employee’s removal from Employee’s position as President of TDC, during the term of this
Agreement (other than if Employee is offered an Equivalent Position, if Employee
is removed for Cause or by death or disability, as set forth in this Agreement);
or (3) the Company’s failure to make any payment to Employee required to be made
under the terms of this Agreement, if the breach is not cured within thirty (30)
days after Employee provides written notice to the Company that identifies in
reasonable detail the nature of the payment.  As used herein, “Change of
Control” means any (i) sale of capital stock of the Company or
partnership interests of the Partnership or substantially all of the assets of
the Company or the Partnership, (ii) merger, conversion or consolidation of the
Company or the Partnership,  or (iii) other event, that, in the case
of (i), (ii) or (iii), results in any person or entity (or other persons or
entities acting in concert) having the ability to elect a majority of the
members of the board of directors of the Company; provided, however, that any
such event described in (i)-(iii) above shall not constitute a Change of Control
if the relevant persons or entities in “control” are Denbury Resources, Inc.,
one or more executive officers of the Company and/or any affiliates of the
foregoing.  “Equivalent
Position” means a position with the Company or an affiliate of the
Company with equivalent compensation and at the same work location.

    


    
(b)           Effect of
Termination.

    


    (i)           Upon
termination of this Agreement for any reason
 , Employee shall be entitled to receive
all compensation earned and all benefits and reimbursements due through the
effective date 
of
termination.  Additional compensation subsequent to termination, if
any, will be due and payable to Employee only to the extent and in the manner
expressly provided herein.

    


    (ii)           If
this Agreement is terminated by the Company Without Cause during the Initial
Term, Employee shall receive the greater of one (1) year of Base Salary or the
balance of the Base Salary due Employee for the remainder of the Term, to be
paid on a monthly basis in accordance with applicable Company policies, and
COBRA benefits for the total number of months remaining in the Term of the
Agreement, but in no event will the total number of months be less than twelve
months or more than 18 months.  COBRA benefits will be payable by the
Company, so long as Employee elects and is eligible for said
benefits.  At the discretion of the management of the Company,
Employee will also be eligible to receive his pro rata share of Employee’s
annual bonus.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (iii)           If
the Agreement is terminated by Employee Without Cause during the Initial Term, all rights and
obligations of the Company and Employee under this Agreement shall cease as of
the effective date of termination, except that the Company's obligations under
Sections 3(b)(i) and 5 herein and Employee's obligations under Sections 4 and 6
herein and in the Non-Competition Agreement shall survive such termination in
accordance with their terms unless otherwise provided herein.

    


    (iv)           If
the Agreement is terminated by Employee for Good Reason, the Company shall pay
Employee in the same manner as provided in Sections 3(b)(i) and 3(b)(ii) above
as if the Company had terminated Employee Without Cause.

    


    

4.       Return of Company
Property.  All records, designs, patents, business plans,
financial statements, manuals, memoranda, lists and any other property delivered
to, created by or compiled by Employee, by or on behalf of the Company, by
Company's affiliates or their representatives, vendors or customers which
pertain to the business of the Company or its affiliates shall be and remain the
property of the Company or its affiliates, as the case may be, and be subject at
all times to the Company’s discretion and control.  Likewise, all
correspondence, reports, records, charts, advertising materials and other
similar data and documents pertaining to the business, customers, activities or
future plans of the Company or its affiliates which is in the Employee’s
possession, custody or control, whether prepared by the Employee or others,
shall be delivered promptly to the Company (within 24 hours) without request by
the Company upon termination of Employee's employment.

    


    


5.       Indemnification.  In the
event Employee 
would incur any expense or liability in connection
with
  any threatened, pending
 ,
contemplated 
or completed 
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by the Company or its affiliates against
Employee) (“Proceeding”),

any appeal to such a Proceeding, any inquiry or
investigation that could lead to a Proceeding, 
by reason of the fact that Employee is or
was performing services under this Agreement
 or by reason of the fact that Employee is
an officer of the Company
 , then the
Company shall indemnify Employee against all expenses (including reasonable
attorneys' fees
 and costs
 ), judgments, fines, and amounts paid in
settlement, as actually and reasonably incurred by Employee in connection
therewith.  In the event that both Employee and the Company are made a
party to the same third-party action, complaint, suit or Proceeding, the Company
agrees to engage counsel, and Employee agrees to use the same counsel, provided
that if counsel selected by the Company shall have a conflict of interest that
prevents such counsel from representing Employee, Employee may engage separate
counsel and the Company shall pay all reasonable attorneys' fees of such
separate counsel.  The Company shall not be required to pay the fees
of more than one law firm except as described in the preceding sentence and
shall not be required to pay the fees of more than two law firms under any
circumstances.  Further, while Employee is expected at all times to
use Employee's best efforts to faithfully discharge Employee's duties under this
Agreement, Employee cannot be held liable to the Company for errors or omissions
made in good faith, and Employee will be indemnified as described above, except
where Employee has exhibited gross, willful and wanton negligence and misconduct
or performed criminal and fraudulent acts which materially damage the business
of the Company. The indemnification provided under this Section 5 is
non-exclusive and shall in no way limit any indemnification provided by
applicable law or any indemnification provision of the Company’s, the
Partnership’s or TDC’s charter or organizational documents.


    
      
         


      

      
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6.       No Prior
Agreements.  Employee represents and warrants that to
Employee’s knowledge Employee has no obligations, legal, in contract, or
otherwise, inconsistent with the terms of this Agreement or with Employee’s
undertaking employment with the Company to perform the duties described
herein.  Employee will not disclose to the Company, or use, or induce
the Company to use, any confidential, proprietary, or trade secret information
of others. Employee represents and warrants that to Employee’s knowledge
Employee has returned all property and confidential information belonging to all
prior employers, if Employee is obligated to do so.  Employee agrees
to indemnify the Company for any Proceeding, including, but not limited to, all
expenses (including reasonable attorneys' fees and costs), judgments, fines, and
amounts paid in settlement, as actually and reasonably incurred by the Company
in connection therewith, including any investigation of the same, by any such
third party that such third party may now have or may hereafter come to have
against the Company based upon or arising out of any non-competition agreement,
invention or confidential information, trade secret or secrecy agreement or like
agreement between Employee and such third party which was in existence as of the
date of this Agreement.

    


    7.       Entire Agreement.
This agreement constitutes the entire agreement between the parties and
supersedes any prior understandings, agreement or representations by or between
the parties (other than those contained in any confidentiality agreement between
Employee and the Company or one of its affiliates, dated as of the date hereof
or the Non-Competition Agreement), written or oral, to the extent they have
related in any way to the subject matter hereof.

    


    
8.       Assignment; Binding
Effect.  Employee understands that Employee has been selected
for employment by the Company on the basis of Employee's personal
qualifications, experience and skills.  Employee agrees, therefore,
that Employee cannot assign all or any portion of Employee's performance under
this Agreement.  Subject to the foregoing, this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective heirs, legal representatives, successors and
assigns.

    


    

9. 
     Notice.  All
notices, requests, demands, claims and other communications hereunder shall be
in writing. Any notice, request, demand, claim or other communication hereunder
shall be deemed duly given two (2) business days after it is sent by registered
or certified mail, return receipt requested, postage prepaid and addressed to
the intended recipient as set forth below:


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              To
      The Company:

            	
              Genesis
      Energy, Inc.

            


    

    
      	
               
      

            	
              Attn:
      President & Chief Operating
Officer

            


    

    
      	
               
      

            	
              500
      Dallas, Suite 2500

            


    

    
      	
               
      

            	
              Houston,
      TX 77002

            


    

    
      	
               
      

            	
              Telephone:

            	
              (713)
      860-2500

            


    

    
      	
               
      

            	
              Fax:

            	
              (713)
      860-2636

            


    

     

    (with a
copy, which shall not constitute notice, to:)

    


    
      	
               
      

            	
              Akin
      Gump Strauss Hauer & Feld LLP

            


    

    
      	
               
      

            	
              1111
      Louisiana Street, 44th
      Floor

            


    

    
      	
               
      

            	
              Attn:  J.
      Vincent Kendrick

            


    

    
      	
               
      

            	 	
              Houston,
      TX 77002

            


    

    
      	
               
      

            	 	
              Telephone:

            	
              (713)
      220-5839

            


    

    
      	
               
      

            	 	
              Fax:

            	
              (713)
      236-0822

            


    

    


    
      	
               
      

            	
              To
      Employee:

            	
              Steve
      Nathanson

            


    

    
      	
               
      

            	
              3731
      Goodwood Avenue

            


    

    
      	
               
      

            	
              Baton
      Rouge, LA  70806

            


    

    


    (with a
copy, which shall not constitute notice, to:)

    


    
      	
               
      

            	
              deGravelles,
      Palmintier, Holthaus & Fruge,
LLLP

            


    

    
      	
               
      

            	
              618
      Main Street

            


    

    
      	
               
      

            	
              Attn:
      C. Frank Holthaus

            


    

    
      	
               
      

            	
              Baton
      Rouge, LA 70801-1910

            


    

    
      	
               
      

            	
              Telephone
      (225) 344-3735

            


    

    


    Any party
to this Agreement may send any notice, request, demand, claim or other
communication hereunder to the intended recipient at the addresses set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, ordinary mail or electronic mail), but no such
notice, request, demand, claim or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient.  Any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered
by giving the other party notice in the manner herein set forth.
 


    
      
         


      

      
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    10.             Severability;
Headings.  Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.



    


    
      
11.    Governing
Law.

    

    


    (a)             THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS without giving effect to any choice or conflict of law provision
or rule (whether of the State of TEXAS or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
TEXAS
 .

    


    (b)             EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE
JURISDICTION OF THE COMPETENT COURTS OF THE STATE OF TEXAS AND OF THE UNITED
STATES OF AMERICA, IN EACH CASE LOCATED IN HOUSTON, TEXAS (THE “COURTS”)
FOR ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT (AND AGREES NOT
TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN THE COURTS), WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE COURTS AND AGREES
NOT TO PLEAD OR CLAIM IN ANY COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

    


    

(c)             Each
Party hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such Party
at the address of such Party set forth in or designated pursuant to Paragraph 9
or by any other means permitted by the laws of the State of Texas.

    


    
12.             Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original but which together shall constitute one and the same
instrument.


    
      
         


      

      
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    13.             Construction.  Any
reference to any federal, state, local, or foreign statute or Law shall be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise.  The word “including” shall mean
including without limitation. All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all
other genders; the singular shall include the plural, and vice versa. All
references herein to Exhibits, Paragraphs or subdivisions thereof shall refer to
the corresponding Exhibits, Paragraphs or subdivision thereof of this Agreement
unless specific reference is made to such exhibits, paragraphs or subdivisions
of another document or instrument. The terms “herein,” “hereby,” “hereunder,”
“hereof,” “hereinafter,” and other equivalent words refer to this Agreement in
its entirety and not solely to the particular portion of the Agreement in which
such word is used.  The words “shall” and “will” are used
interchangeably throughout this Agreement and shall accordingly be given the
same means, regardless of which word is used.  References to a party
include its permitted successors and assigns.

    


    [Signature Page
Follows]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


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

    


    
      	 
      	
              COMPANY:

            	 
      
	 
      	 
      	 
      
	 
      	
              Genesis
      Energy, Inc.

            	 
	 
      	
              By:  /s/ Joseph A. Blount,
      Jr.

            	 
      
	 
      	
              Name:   Joseph A. Blount,
      Jr.

            	 
      
	 
      	
              Title:
      President

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              EMPLOYEE:

            	 
      
	 
      	 
      	 
      
	 
      	
              /s/  Steve
    Nathanson

            	 
      
	 
      	
              Steve
      Nathanson, an individual

            	 
      


    

    


    
    

    11