Exhibit 10.1 Confidential Severance Agreement and General Release


    

      CONFIDENTIAL
        SEVERANCE AGREEMENT AND GENERAL RELEASE 

       


        This
          Confidential Severance Agreement and General Release (“Agreement”), is made and
          entered into by and between the undersigned individual Brad N. Graves (“Graves”
or “you”) and Genesis Energy, Inc. (the “Company”), Grant E. Sims (“Sims”), and
          Joseph A. Blount, Jr. (“Blount”) (the signatories to this Agreement will be
          referred to collectively as the “Parties,” and the Parties other than you are
          the “Other Parties”) as follows:


       


        WHEREAS,
          Sims, Blount and you were negotiating the definitive terms and conditions
          pursuant to which (i) the Company and its affiliates would, under certain
          circumstances, compensate a management team led by Sims (and to include
          you
          initially) for services rendered to the Company, and (ii) how, and under
          what
          circumstances, Sims, Blount, you and any other members of that management
          team
          potentially might share such compensation;


       

      WHEREAS,
        the Company employed you as Executive Vice President since on or about August
        8,
        2006;

       


        WHEREAS,
          the Company terminated your employment on or about November 26, 2007;



       

      WHEREAS,
        the
        Parties desire to amicably sever the employment and other business relationships
        that existed between them; 

       

      WHEREAS,
        in
        consideration of the services rendered by you and the additional undertakings
        provided for herein, the Other Parties have agreed to compensate you by having
        the Company provide the severance compensation described in this
        Agreement;

       

      WHEREAS,
        the
        Parties have agreed, without any Party admitting liability of any kind, to
        enter
        into this Agreement pursuant to which each and every claim and/or cause of
        action asserted or which could have been asserted by you against the Company,
        Sims, Blount and any of their affiliates will be forever and finally released;
        and

       

      WHEREAS,
        the
        Parties have read and understand the terms and provisions of this Agreement,
        and
        desire and intend to be bound by the terms and provisions of this Agreement
        applicable to such Party.

       

      NOW,
        THEREFORE,
        in
        consideration of the covenants and mutual promises and agreements herein
        contained, and other valuable consideration, the sufficiency of which is
        hereby
        acknowledged, the Parties agree as follows:

       

      1.  Release
        and Waiver Agreement. The
        Parties
        acknowledge and understand that this Agreement is a
        mutual
        release
        and waiver contract and that this document is legally binding. You and the
        Other
        Parties understand that by signing this Agreement, each Party has read and
        understood each provision and is agreeing to all of the provisions set forth
        in
        the Agreement applicable to such Party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.  Claims
        Covered by Agreement.
        You and
        the Other Parties acknowledge and understand that this Agreement applies
        only to
        claims which accrue or have accrued prior to the date this Agreement is executed
        by you and the Other Parties.

       

      3.  Termination
        of Employment and Other Arrangements.
        Your
        employment with the Company, and any other arrangement (including claims
        of
        ownership of any equity interest in any entity) you may have had with any
        Other
        Party or their affiliates, is terminated effective November 26,
        2007.

       

      4.  Severance
        Benefits.
        In
        exchange for the promises you make in this Agreement, the Company covenants
        and
        agrees to pay you severance compensation in the lump sum amount of Two
        Million One Hundred Thousand and no/100 Dollars ($2,100,000) (the “Severance
        Compensation”).
        The
        Company’s payment of this Severance Compensation is made in connection with the
        severance of services and is subject to applicable federal, state, and local
        taxes and withholding. The Company and Graves agree to
        file
        all tax returns consistent with the agreement that such payment is made in
        connection with the severance of services. This
        Severance Compensation is above and beyond any compensation owed to you separate
        and apart from this Agreement, whether in connection with your employment
        with
        the Company, your arrangement with Sims,
        Blount or any Other Party Releasee (defined below) or otherwise.

       

      You
        will
        also receive continued
        paid
        medical
        and dental coverage for you and your dependents, at no cost to you, under
        the
        Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 18 month(s)
        in the amount of $1,014.00 per month, provided that you make a valid COBRA
        election. In the event you become eligible for coverage as a participant
        or
        beneficiary in an employee welfare benefit plan of another company at any
        time
        during the 18 month period following execution of this Agreement, the Company's
        obligation to pay monthly COBRA premiums for you shall cease. You agree to
        notify the Company immediately upon becoming eligible to participate (as
        participant or beneficiary) in another company's benefit plan. Employee welfare
        benefit plan as used herein includes but is not limited to benefit plans
        providing coverage for medical, dental, and other healthcare related
        expenses.

       


        You
          acknowledge that this Severance Compensation and continued medical and
          dental
          coverage are in addition to any monies or benefits to which you were already
          entitled. The Severance Compensation will be paid to you on the first business
          day following the expiration of the seven day (7) revocation period for
          this
          Agreement described in Paragraph 7c. below (but only if you do not revoke
          the
          Agreement during this period). The continuation of your medical and dental
          coverage on the terms described above is also contingent on your not revoking
          this Agreement during the seven (7) day revocation period.


       

      5.  Release
        And Waiver By Other Parties.
        In
        consideration for (i) the conveyance of all rights, title and interests,
        if any,
        in and to the ownership interests in the Company or any other affiliates
        of the
        Other Parties, and any claims for any such interests, by Graves and (ii)
        the
        covenants herein, the Other Parties agree to the following:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



                     
          a.       The Company hereby releases, acquits,
          defends, holds harmless, and agrees to indemnify Graves with respect to
          any
          claims, losses, liabilities, obligations and causes of action, known or
          unknown,
          by the Company, Genesis Energy, L.P., their parents, affiliates and
          subsidiaries, including but not limited to Denbury Resources Inc. and its
          affiliates and subsidiaries, their respective officers, directors, partners,
          managers, employees, stockholders, members, representatives and agents
          (collectively “the Company Releasees”), arising out of, connected with, or
          relating to: (i) Graves’ employment with the Company; (ii) Graves’ duties as an
          officer of the Company; and (iii) any fiduciary duty owed by Graves to
          the Other
          Parties released herein. The Company represents and warrants that no Company
          Releasee has assigned to any third party any claim involving Brad Graves
          or
          otherwise authorized any third party to assert any claim on its behalf
          against
          Graves.


       

      b.  Each
        of
        Sims and Blount hereby
        release, acquit, defend, hold harmless, and agree to indemnify Graves with
        respect to any claims,
        losses, liabilities, obligations and causes of action, known or unknown,
        by such
        party and his respective affiliates other than the Company Releasees, including
        his family, estate, heirs, beneficiaries, executors, and administrators
(including
        their successors and assigns) and their respective officers, directors,
        partners, managers, employees, stockholders, members, representatives and
        agents
(collectively,
        the “Sims Releasees”), arising
        out of, connected with, or relating to any duty owed by Graves to such Sims
        Releasees. 

       

      6.  Release
        and Waiver
        By Graves.
        In
        consideration for the Severance Compensation described in this Agreement,
        you
        agree to the following:

       

      a.  You
        knowingly and voluntarily waive, release,
        acquit, defend, hold harmless, and agree to indemnify
        the
        Company Releasees and the Sims Releasees (collectively the
        “Other
        Party Releasees”),
        with
        respect to any and all claims, losses, liabilities, obligations and causes
        of
        action, known and unknown, by
        you
        and your affiliates, including your family, estate, heirs, beneficiaries,
        executors, and administrators (including their successors and assigns) and
        their
        respective officers, directors, partners, managers, employees, stockholders,
        members, representatives and agents, including their successors and assigns
        (collectively, the “Graves Releasees”), arising
        out of, connected with, or relating to: (i) your employment or any arrangement
        you may have had with any Other
        Party Releasee; (ii) the Other
        Party Releasees’ refusal or failure to continue your employment or any
        arrangement you may have had with any Other Party Releasee; or (iii) the
        termination of your employment or any arrangement you may have had with any
        Other Party Releasee, including, but not limited to, claims for compensation,
        commissions, bonuses, equity or member interests
        (including any claim which might be made under the letter dated August 8,
        2006,
        among the Company, Denbury Resources, Inc. and Sims),
        distributions, distribution rights, stock options, other wages and benefits,
        breach of contract, wrongful termination, impairment of economic opportunity,
        intentional infliction of emotional distress, claims based on personal injury,
        work-related accident, any breach of implied or express covenant of good
        faith
        and fair dealing, 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      violation
        of public policy, or any other contract, tort or personal injury claim, or
        claim
        based on any municipal, state or federal statute, regulation or ordinance
        relating to employment, employment discrimination or retaliation, including
        Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000
et
        seq.;
        The
        Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981; The Civil Rights Act of
        1991, as amended, 42 U.S.C. § 1981a; The Age Discrimination in Employment Act of
        1967, as amended, 29 U.S.C. § 621 et
        seq.;
        Americans With Disabilities Act, as amended, 42 U.S.C. § 12101 et
        seq.;
        Fair
        Labor Standards Act, as amended, 29 U.S.C. § 201, et
        seq.;
        Equal
        Pay Act, as amended, 29 U.S.C. §201 et
        seq.;
        National Labor Relations Act, as amended, 29 U.S.C. § 151 et
        seq.;
        Worker
        Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101
et
        seq.,
        Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1000
et
        seq.;
        Family
        and Medical Leave Act, as amended, 29 U.S.C. § 2601, et
        seq.; Texas
        Labor Code § 21.001,
        et
        seq.;
        or any
        other statute, rule, regulation, ordinance, or common civil or other law,
        or
        judicial or administrative interpretation whether promulgated by federal,
        state,
        local or other jurisdiction or political subdivision.

       

      b.  You
        understand and agree that by signing this Agreement, you —
        on
        behalf
        of yourself and each Graves Releasee —
        agree
        to
        give up any right or entitlement you may have under federal, state or local
        law
        against the Other
        Party Releasees, concerning any events related to your employment or
        termination, or the Company’s failure to continue your employment or any other
        arrangement you may have with any Other
        Party Releasee. This Agreement extinguishes any potential employment
        discrimination claims you may have relating to your employment with the Company
        and the Company’s termination of your employment existing on the date you sign
        this Agreement or any other arrangement you may have with any Other Party
        Releasee. Although this Agreement does not bar you from filing a charge of
        discrimination with the Equal Employment Opportunity Commission or any state
        or
        local civil rights agency, by this Agreement you affirmatively, knowingly
        and
        voluntarily waive any claim or right to monetary or equitable relief from
        any
        such charge of discrimination.

       

      c.  You
        further represent and warrant that you have not assigned to any third party
        any
        claim involving the Other
        Party Releasees or authorized any third party to assert on your behalf any
        claim
        against the Other
        Party Releasees. If
        a
        third party asserts a claim against the Other
        Party Releasees on your behalf or includes you as a class member in any class
        action involving any claim, you agree to not accept any benefits or damages
        relating or arising out of such claim.

       

      	7.  	
              Consultation
                with Attorney, Review Period, and Revocation
                Period.

            


       

      a.  You
        are
        advised, and acknowledge that you have been advised, to consult with an attorney
        prior to executing this Agreement concerning the meaning, import, and legal
        significance of this Agreement. You acknowledge that you have read this
        Agreement, as signified by your signature hereto, and are voluntarily executing
        the same for the purposes and consideration herein expressed.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      b.  You
        acknowledge that you have been provided with a period of at least twenty-one
        (21) calendar days within which to consider, review, and reflect upon the
        terms
        of this Agreement. Any discussions about or changes to the Agreement, whether
        material or immaterial, do not restart the running of the 21-day
        period.

       

      c.  You
        have
        seven (7) calendar days in which you may revoke this Agreement after you
        sign
        it. If you choose to revoke the Agreement, please notify the General Counsel
        of
        the Company in writing prior
        to
        the
        expiration of seven (7) calendar days after you have signed the Agreement.
        

       

      d.  This
        Agreement shall not be effective until the expiration of seven (7) calendar
        days
        after you sign it without revoking it.

       

      8.  General
        Partner Liability Insurance. You
        will
        continue to be insured or otherwise indemnified to
        the
        extent you are currently insured under the terms of the Company’s General
        Liability Insurance Policy including
        Directors and Officers Coverage with
        respect to any and all claims, losses, liabilities, obligations and causes
        of
        action arising out of, connected with, or relating to: (i) your employment;
        or
        (ii) the termination of your employment.
        To the
        extent tail coverage is necessary to maintain coverage as currently existing
        and
        reasonably available (but not at a cost in excess of 125% of current premiums),
        Company shall acquire same at no expense to Graves. 

       

      9.  Confidentiality. You
        shall
        treat the terms of this Agreement as strictly confidential. You shall not
        disclose the terms of this Agreement to anyone other than your spouse, attorney,
        accountant or tax advisor, without the Company’s prior written approval, except
        as may be required by law, or court order. If you receive a request pursuant
        to
        applicable law to disclose the existence or terms of this Agreement, you
        shall
        promptly notify each other Party to enable it to seek a protective order
        or
        other appropriate remedy. You agree to notify your spouse, attorney, accountant
        and tax advisor of the confidential nature of this Agreement.

       


        The
          Parties may use this Agreement as evidence in a subsequent proceeding in
          which a
          Party alleges a breach of this Agreement. Other than the exceptions set
          forth
          herein, the Parties agree they shall not voluntarily introduce this Agreement
          as
          evidence in any proceeding or in any lawsuit unless required by law or
          court
          order. The Parties agree that this confidentiality obligation is contractual
          and
          its terms are material to this Agreement.


       

      10.  Confidential
        Information and Trade Secrets. You agree that you shall not,
        without the prior written consent of the Company, directly or indirectly,
        disclose, reveal or communicate, or cause or allow to be disclosed, revealed
        or
        communicated to any unauthorized person any of any Company Releasee’s
        confidential matters, proprietary information or trade secrets, including,
        without limitation, studies, plans, financial data, information regarding
        projects or development prospects, acquisition candidates, strategies or
        any
        other proprietary business information or plans you had knowledge of prior
        to
        the date of this Agreement, including the projects set forth on Exhibit
        A. You further agree not to utilize any such confidential or proprietary
        information or trade secrets of Company for your benefit or the

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



        benefit
          of others, including, without limitation, others in direct or indirect
          competition with the Other Parties and their affiliates. The obligations
          set
          forth in this Paragraph 10 shall be in addition to any other confidentiality
          obligations that you may have to any of the Other Party Releasees. The
          Parties
          expressly acknowledge that Graves was hired by the Company due to his existing
          general industry knowledge and expertise. This covenant is not intended
          to
          restrict Graves’ ability to use or leverage that knowledge or experience, only
          to prevent Graves from using confidential information of the Other Parties
          and
          their affiliates.


       


        You
          further acknowledge that the injury the Other Party Releasees will suffer
          in the
          event of your breach of any covenant or agreement set forth in Paragraphs
          9, 10,
          11 and 13 cannot be compensated by monetary damages alone.


       

      11.  Company
        Property. 
        You
        agree to return all Company property, equipment, documents and other tangible
        things, including keys, pagers, corporate credit cards, and laptop or other
        computers, in accordance with the Company’s policies and rules, before the date
        on which this Agreement becomes effective. Company
        agrees to provide in writing an itemized list of any items it contends are
        Company property. You
        agree
        to not destroy, alter, erase, or otherwise change any software, data, or
        other
        information belonging to the Company. You
        further agree the Company may withhold from your Severance Compensation monies
        equal to the value of Company property, equipment and tangible things you
        fail
        to return
        provided
        that no sums may be withheld if Company has not provided such itemized listing
        to Graves.
        In
        addition, you agree that the Company may withhold from your Severance
        Compensation any monies
        you owe the Company, including but not limited to, charges to the corporate
        credit card for which you did not submit a valid expense report, unused travel
        advances, salary draws, etc.
        Prior to
        withholding sums for such charges, Company must tender a written list of
        rejected expenses or charges, and provided Graves a reasonable opportunity
        to
        cure such defect. 

       

      12.  Cooperation.
        For
        a
        reasonable period after your termination, you agree to make yourself available
        and to reasonably cooperate with each other Party in any future claims or
        lawsuits involving the Other
        Party Releasees where you have knowledge of the underlying facts or to affect
        the completion of your outstanding employment duties or the transfer of such
        duties. Each such Requesting Party agrees to reimburse you for time you spend
        at
        such Party’s request at a rate per hour equivalent to what you earned with the
        Company immediately before your notice of termination. Any
        obligations performed to affect the completion or transfer of your duties
        shall
        be performed as an independent contractor, not as an employee. You will not
        be
        reimbursed if you are a named party in any claim or lawsuit
        for
        activities associated with your defense except to the extent insurance or
        indemnity is available to other executives. All time spent cooperating with
        Company on its defense shall be reimbursed.
        In
        addition, you agree not to voluntarily aid, assist or cooperate with any
        claimant or plaintiff or their attorneys or agents in any claim or lawsuit
        commenced against the Other
        Party Releasees. 

       

      Nothing
        in this Agreement should be construed to prevent you from initiating or
        participating in any state of federal agency administrative proceeding or
        from
        testifying at an administrative hearing, deposition, or in court in response
        to
        a lawful subpoena
        .

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      13.  Non-Solicitation.
        For one
        (1) year following the date of this Agreement, you agree not to directly
        or
        indirectly, on your own behalf or on behalf of another person or entity,
        hire or
        solicit for hire any employees of the
        Company or any of its affiliates or
        in any
        manner attempt to influence or induce any employee of the
        Company or any of its affiliates to
        leave
        their employment.

       

      14.  No
        Authority.
        As of
        your termination date, you shall have no authority to obligate the Company
        in
        any manner, and shall not enter into any contracts on the Company’s behalf. You
        shall not make any representation, warranty, or other statement, or take
        any
        action, that may be construed by a third party to indicate that you have
        authority to obligate the Company or to enter into a contract on the Company’s
        behalf.

       

      15.  Public
        Statements. The
        Parties mutually agree
        not
to
        make
        any
        untrue, misleading, or defamatory statements concerning any
        of
        Other Parties.
        

       

      16.  Non-Admission
        of Wrongdoing.
        This
        Agreement shall not in any way be construed as an admission of liability
        or as
        an admission that any of the Other
        Party Releasees have acted wrongfully with respect to you. Each of the
Other
        Party Releasees specifically denies and disclaims any such liability or wrongful
        acts.

       

      17.  Reference
        Letters.
        If a
        prospective employer contacts the Company to obtain your employment information
        or a recommendation, the Company will provide only your employment dates
        and job
        title, unless you authorize the Company in writing to provide additional
        information.

       

      18.  Knowing
        and Voluntary Agreement. You
        acknowledge and agree that after you received a copy of this Agreement: (i)
        you
        have had an opportunity to review this Agreement and to consult an attorney
        before signing it; and (ii) you enter into the Agreement knowingly, voluntarily
        and after any consultations with your attorney or other advisor as you deemed
        appropriate.

       

      19.  Choice
        of Law and Venue.
        You and
        the Company agree that this Agreement shall be performed in Harris County,
        Texas
        and that the laws of the State of Texas shall govern the enforceability,
        interpretation and legal effect of this Agreement. The Parties agree to submit
        to the jurisdiction of the federal and state courts sitting in Harris County,
        Texas, for all purposes relating to the validity, interpretation, or enforcement
        of this Agreement, including, without limitation, any application for injunctive
        relief.

       

      20.  Severability.
        The
        Company and you agree that, if any term of this Agreement shall be determined
        by
        a court to be void or unenforceable, the remaining provisions will remain
        effective and legally binding, and the void or unenforceable term shall be
        deemed not to be a part of this Agreement.

       

      21.  Amendments.
        Any
        modification of this Agreement or additional obligation assumed by any Party
        in
        connection with this Agreement shall be binding only if evidenced
        in

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      writing
        signed by each Party or an authorized representative of each Party.
        Additionally, this Agreement cannot be changed or terminated orally, but
        may be
        changed only through written addendum executed by all Parties.

       

      22.  Remedies.
        Any
        material breach by a
        Party
        of the
        terms and conditions contained in this Agreement shall give the Other
        Parties
        the
        right to discontinue the performance of any unperformed duties and obligations
        under this Agreement to the extent permitted by applicable law. If a
        Party
        breaches
        any term
        of the Agreement, any delay by another
        Party
        to
        enforce the Agreement shall not be deemed a waiver, acceptance, or acquiescence.
        No waiver shall bind a
        Party
        unless
        supported by consideration, executed in writing, and delivered to the
        first
        Party
        by an
        authorized representative.

       

      23.  Effective
        Period. This
        Agreement is null and void if: (i) you fail to execute and return it within
        21
        calendar days of receipt; or (ii) you sign it within 21 calendar days, but
        revoke your execution within seven (7) calendar days after signing
        it.

       

      24.  Entire
        Agreement.
        This
        Agreement constitutes our entire agreement and supersedes any prior agreements
        or understanding between you and the Other
        Party Releasees, except any confidentiality obligations referred to in Paragraph
        10.
        The
        Parties
        acknowledge that they
        each
        enter
        into this Agreement without reliance on any written or oral promise or
        representation, other than those contained in this Agreement.

       

      IN
        WITNESS WHEREOF, this Confidential Severance Agreement and General Release
        has
        been executed by each of the listed parties as of the later date
        below.

       

      Brad
        N.
        Graves

       

      Signature:
        _______Brad
        Graves______________

       

      Date:
        _____December
        20, 2007______________

       

      


       

      Genesis
        Energy, Inc.

       

      By:
        ___Ross
        A. Benavides__________________
        

       


        Ross
          A. Benavides, Chief Financial Officer & General Counsel


       

      Date:
        ____December
        20, 2007_______________

       

       

      Grant
        E.
        Sims

       

      Signature:
        ____Grant
        E. Sims_________________

       

      Date:
        ________December
        20, 2007____________

       

      


       

      Joseph
        A.
        Blount, Jr.

       


        Signature:
          ________Joseph A. Blount, Jr.


       

      Date:
        ___________December
        20, 2007_________