exh10-2.htm


    
Exhibit 10.2

     

    FORM
OF EMPLOYMENT AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this __________ day of
__________, 2009 (the “Effective Date”), by and between SGLP Management, Inc., a
Delaware corporation (the “Company”), and ____________ (the
“Executive”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
the Company wishes to secure the services of the Executive subject to the
contractual terms and conditions set forth herein; and

     

    WHEREAS,
the Executive is willing to enter into this Agreement upon the terms and
conditions set forth herein.

     

    NOW,
THEREFORE, in consideration of the mutual promises and agreements set forth
herein, the parties hereto agree as follows:

     

    1. Employment. The
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to accept such employment with the Company, all upon the terms and conditions
set forth herein.

     

    2. Term of
Employment.  Subject to the terms and conditions of this
Agreement, the Executive shall be employed for a term commencing on the
Effective Date and ending on the fifth (5th) anniversary of the Effective Date
(the “Term”) unless sooner terminated as provided for herein.

     

    3. Duties and
Responsibilities.

     

    A. Capacity.  During
the Term, the Executive shall serve in the capacity of Chief Operating Officer
subject to the supervision of the Board of Directors (the “Board”) of SemGroup
Energy Partners, G.P., L.L.C. (the “General Partner”).

     

    B. Duties.  During the
Term, and excluding any periods of disability, vacation or sick leave to which
the Executive is entitled, the Executive shall devote his full business time to
the management of the business and affairs of the Company, the General Partner
and SemGroup Energy Partners, L.P. (the “MLP”).  The Executive may be
required by the Board to provide services to, or otherwise serve as an officer
or director of any direct or indirect subsidiary of the Company, the General
Partner or the MLP.  During the Term, it shall not be a violation of
this Agreement for the Executive to (i) serve on corporate, civic or charitable
boards or committees and (ii) deliver lectures or fulfill speaking engagements,
provided that such activities do not unreasonably interfere with the performance
of the Executive’s duties hereunder.

     

    C. Standard of
Performance.  The Executive will perform his duties under this
Agreement with fidelity and loyalty, to the best of his ability, experience and
talent and in a manner consistent with his duties and
responsibilities.

     


    
      
         


      

      
         


        
        

      

      
         


      

    


    4. Compensation.

     

    A. Base Salary.  The
Company shall pay the Executive a salary (the “Base Salary”) of $23,500.00 per
month, prorated for partial months of employment.  The Base Salary
shall be payable in accordance with the general payroll practices of the Company
in effect from time to time.  During the Term, the Base Salary shall
be reviewed at least annually by the Board after consultation with the Executive
and may from time to time be increased (but not decreased) as solely determined
by the Board.  Effective as of the date of any such increase, the Base
Salary as so increased shall be considered the new Base Salary for all purposes
of this Agreement and may not thereafter be reduced.  Any increase in
the Base Salary shall not limit or reduce any other obligation of the Company to
the Executive under this Agreement.

     

    B. Make-Whole
Payments.  The Executive shall be entitled to payments (each, a
“Make-Whole Payment”) on the dates (each, a “Payment Date”) and in the amounts
specified in Schedule A.  The Make-Whole Payments may be paid, in the
Company’s sole discretion, to the Executive in (i) cash, (ii) unit grants,
restricted units and/or other forms of equity based compensation or (iii) any
combination thereof.  Except as otherwise provided in Sections 6.B.,
6.C. or 6.D., the Executive shall only be entitled to a Make-Whole Payment if he
has been continuously employed in good standing by the Company from the
Effective Date until each applicable Payment Date.

     

    Notwithstanding
the foregoing, the Executive shall be entitled to a lump-sum payment, within 10
days following the occurrence of a Change of Control, equal to all unpaid
Make-Whole Payments with a Payment Date (as specified on Schedule A) after the
date of the Change of Control.  The Executive shall not be entitled to
any additional Make-Whole Payments pursuant to this Agreement following the
receipt of such lump-sum payment.  For purposes of this Agreement,
“Change of Control” means, and shall be deemed to have occurred upon the
occurrence of one or more of the following events: (i) any “person” or “group”
within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the
Exchange Act, other than SemGroup, L.P. or Vitol, Inc., or their/its respective
Affiliates, shall become the beneficial owner, by way of merger, consolidation,
recapitalization, reorganization or otherwise, of 50% or more of the combined
voting power of the equity interests in the General Partner or the MLP; (ii) the
limited partners of the MLP approve, in one or a series of transactions, a plan
of complete liquidation of the MLP; (iii) the sale or other disposition by
either the General Partner or the MLP of all or substantially all of its assets
in one or more transactions to any individual or a corporation, limited
liability company, partnership, joint venture, trust, unincorporated
organization, association, government agency or political subdivision thereof or
other entity (a “Person”) other than the General Partner or an Affiliate of the
General Partner; or (iv) a transaction resulting in a Person other than the
General Partner or an Affiliate of the General Partner being the general partner
of the MLP.  For purposes of this Agreement, “Affiliate” means with
respect to any Person, any other Person that directly or indirectly through one
or more intermediaries controls, is controlled by or is under common control
with, the Person in question. As used herein, the term “control” means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise

     


    
      
         


      

      
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    C. Performance
Bonus.  The Executive shall be eligible for discretionary bonus
awards payable in cash or common units of the MLP, as so determined solely by
the Board, based on performance objectives determined by the Board.

     

    D. Long-Term
Incentives.  Awards of unit options, unit grants, restricted
units and/or other forms of equity based compensation to the Executive may be
made from time to time during the Term by the Board in its sole discretion,
whose decision will be based upon performance and award guidelines for senior
executives of the Company established periodically by the Board in its sole
discretion.

     

    E. Benefits.

     

    
      	
              (1)  

            	
                    
                If
      and to the extent that the Company maintains employee benefit plans
      (including, but not limited to, pension, profit-sharing, disability,
      accident, medical, life insurance, and hospitalization plans) (it being
      understood that the Company may but shall not be obligated to do so), the
      Executive shall be entitled to participate therein in accordance with the
      Company’s regular practices with respect to similarly situated senior
      executives.  The Company will have the right to amend or
      terminate any such benefit plans it may choose to
      establish.

              

            


    

     

    
      	
              (2)  

            	
                    
                
                  The
      Executive shall be entitled to prompt reimbursement from the Company for
      reasonable out-of-pocket expenses incurred by him in the course of the
      performance of his duties hereunder, upon the submission of appropriate
      documentation in accordance with the practices, policies and procedures
      applicable to other senior executives of the
      Company.

                

              

            


    

     

    
      	
              (3)  

            	
                    
                The
      Executive shall be entitled to such vacation, holidays and other paid or
      unpaid leaves of absence as are consistent with the Company’s normal
      policies available to other senior executives of the Company or as are
      otherwise approved by the
Board;

              

            


    

     

    F. Payment by
Affiliates.  Compensation and benefits provided under this
Agreement may, at the election of the Company, be provided for administrative
convenience by any of the Company’s Affiliates.

     

    5. Termination of
Employment.

     

    Notwithstanding
the provisions of Section 2 hereof, the Executive’s employment hereunder
shall terminate under any of the following conditions:

     

    A. Death.  The
Executive’s employment under this Agreement shall terminate automatically upon
his death.

     

    B. Total
Disability.  The Company shall have the right to terminate this
Agreement if the Executive becomes Totally Disabled.  For purposes of
this Agreement, “Totally Disabled” means that either (i) the Executive is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months or (ii) the Executive is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Company or any entity that
would be considered a single “service recipient” with the Company pursuant to
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).  Prior to a determination that the Executive is Totally
Disabled, but after the Executive has exhausted all sick leave and vacation
benefits provided by the Company, the Executive shall continue to receive his
Base Salary, offset by any disability benefits he may be eligible to
receive.

     


    
      
         


      

      
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    C. Termination by Company for
Cause.  The Executive’s employment hereunder may be terminated
for Cause upon written notice by the Company.  For purposes of this
Agreement, “Cause” shall mean:

     

    
      	
              (1)  

            	
              conviction
      of the Executive by a court of competent jurisdiction of any felony or a
      crime involving moral turpitude;

            


    

     

    
      	
              (2)  

            	
              the
      Executive’s willful and intentional failure or willful and intentional
      refusal to follow reasonable and lawful instructions of the
      Board;

            


    

     

    
      	
              (3)  

            	
              the
      Executive’s material breach or default in the performance of his
      obligations under this Agreement;
or

            


    

     

    
      	
              (4)  

            	
              the
      Executive’s act of misappropriation, embezzlement, intentional fraud or
      similar conduct involving the
Company.

            


    

     

    The
Executive may not be terminated for Cause pursuant to subsections (2) and (3)
above unless the Executive is given written notice of the circumstances
constituting “Cause” and a reasonable period to cure such circumstances, which
period shall be no less than thirty (30) days.

     

    D. Termination for Good
Reason.  The Executive’s employment hereunder may be terminated
by the Executive for Good Reason on written notice by the Executive to the
Company.  For purposes of this Agreement, “Good Reason” means the
occurrence of any of the following circumstances without the Executive’s
consent:

     

    
      	
              (1)  

            	
              a
      material reduction in the Executive’s Base
  Salary;

            


    

     

    
      	
              (2)  

            	
              a
      material diminution of the Executive’s duties, authority or
      responsibilities as in effect immediately prior to such diminution;
      or

            


    

     

    
      	
              (3)  

            	
              the
      relocation of the Executive’s principal work location to a location more
      than 100 miles from its current
location.

            


    

     

    In order
to be eligible for payment on account of a Good Reason termination, the
Executive must: (i) provide written notice to the Company within 90 days
following the first event or condition which gives rise to his claim of Good
Reason under this section (the “Initial Breach”); (ii) provide the Company 30
days from the date of such notice in which to “cure” such event or condition and
(iii) actually terminate employment within 2 years of the date of the Initial
Breach.

     

    6. Payments Upon
Termination.

     

    A. Upon
termination of the Executive’s employment hereunder, the Company shall be
obligated to pay and the Executive shall be entitled to receive, within 10 days
of termination, the Base Salary which has accrued for services performed to the
date of termination and which has not yet been paid.  In addition, the
Executive shall be entitled to any vested benefits to which he is entitled under
the terms of any applicable benefit plan or program, long-term incentive plan,
restricted unit plan and unit option plan of the Company, and, to the extent
applicable, short-term or long-term disability plan or program with respect to
any disability, or any life insurance policies and the benefits provided by such
plan, program or policies, or applicable law as duly adopted from time to time
by the Board, and in all events subject to the payment timing and other
restrictions as may be set forth in such plan or program.

     


    
      
         


      

      
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    B. Upon
termination of the Executive’s employment by the Company without Cause or by the
Executive for Good Reason, the Company shall be obligated to pay and the
Executive shall be entitled to receive:

     

    
      	
              (1)
        

            	
              all
      of the amounts and benefits described in Section 6.A.
      hereof;

            


    

     

    
      	
              (2)  
      

            	
              a
      lump-sum payment, within 10 days of termination, equal to the amount of
      the Executive’s Base Salary that would have been payable for the lesser of
      (i) a 24-month period or (ii) the remainder of the
  Term;

            


    

     

    
      	
              (3)  
      

            	
              a
      lump-sum payment, within 10 days of termination, equal to the Make-Whole
      Payments that would have been made in accordance with Section 4.B. had the
      Executive remained employed with the Company, to the extent not already
      paid as of the date of termination;
and

            


    

     

    
      	
              (4)  
      

            	
              continued
      participation by the Executive and his dependents in all group health
      plans (medical, dental and vision), if any, of the Company for the
      remainder of the Term or, if shorter, until the second anniversary of the
      Executive’s termination of employment, as if there had been no termination
      of employment.

            


    

     

    Payments
under Section 6.B., with the exception of amounts due pursuant to Section
6.B(1), are conditioned on the execution by the Executive of a release of all
employment-related claims; provided, however, that such release
shall be contingent upon the Company’s satisfaction of all terms and conditions
of this Section.

     

    C. Upon
termination of the Executive’s employment upon the death of the Executive
pursuant to Section 5.A., the Company shall be obligated to pay, and the
Executive shall be entitled to receive:

     

    
      	
              (1)  
      

            	
              all
      of the amounts and benefits described in Section
  6.A.;

            


    

     

    
      	
              (2)  
      

            	
              a
      lump-sum payment, within 10 days of death, equal to the Make-Whole
      Payments that would have been made in accordance with Section 4.B. had the
      Executive remained employed with the Company, to the extent not already
      paid as of the date of death;

            


    

     

    
      	
              (3)  
      

            	
              any
      death benefit payable under a plan or policy provided by the Company;
      and

            


    

     

    
      	
              (4)  
      

            	
              continued
      participation by the Executive’s dependents in all group health plans
      (medical, dental and vision), if any, of the Company for the remainder of
      the Term or, if shorter, until the second anniversary of the Executive’s
      termination of employment, as if there had been no termination of
      employment.

            


    

     


    
      
         


      

      
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    D. Upon
termination of the Executive’s employment upon the Executive’s becoming Totally
Disabled pursuant to Section 5.B., the Company shall be obligated to pay, and
the Executive shall be entitled to receive:

     

    
      	
              (1)  
      

            	
              all
      of the amounts and benefits described in Section
  6.A.;

            


    

     

    
      	
              (2)  
      

            	
              a
      lump-sum payment, within 10 days of termination, equal to the Make-Whole
      Payments that would have been made in accordance with Section 4.B. had the
      Executive remained employed with the Company, to the extent not already
      paid as of the date of termination;
and

            


    

     

    
      	
              (3)  
      

            	
              continued
      participation by the Executive and his dependents in all group health
      plans (medical, dental and vision), if any, of the Company for the
      remainder of the Term or, if shorter, until the second anniversary of the
      Executive’s termination of employment, as if there had been no termination
      of employment.

            


    

     

    Payments
under Section 6.D., with the exception of amounts due pursuant to Section
6.D(1), are conditioned on the execution by the Executive or the Executive’s
representative of a release of all employment-related claims; provided, however, that such release
shall be contingent upon the Company’s satisfaction of all terms and conditions
of this Section.

     

    E. Upon
voluntary termination of employment by the Executive for any reason whatsoever
(other than for Good Reason as described in Section 6.B.), termination by the
Company for Cause or any termination following the expiration of the Term, the
Company shall have no further liability under or in connection with this
Agreement, except to provide the amounts set forth in Section 6.A and the
Executive shall not be entitled to any Make-Whole Payments with a Payment Date
after the date of the Executive’s termination of employment.

     

    F. Upon
voluntary or involuntary termination of employment of the Executive for any
reason whatsoever or expiration of the Term, the Executive shall continue to be
subject to the provisions of Sections 7 and 8, hereof (it being understood and
agreed that such provisions shall survive any termination or expiration of the
Executive’s employment hereunder for any reason whatsoever).

     

    G. For the
avoidance of doubt, while termination of employment with the Company will end
the Company’s obligations pursuant to Section 4, termination of employment for
purposes of rights to severance payments under Sections 6.B., 6.C. or 6.D. of
this Agreement shall not be deemed to have occurred until the Executive has
terminated employment with the Company and all of its Affiliates, for so long as
such entities are considered a single service recipient for purposes of
determining whether a ‘separation from service’ has occurred under Section 409A
of the Code.

     


    
      
         


      

      
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    7. Confidentiality and Return
of Property.

     

    A. Confidential Information.

     

    
      	
              (1)  
      

            	
              Company
      Information.  The Company agrees that it will provide the
      Executive with Confidential Information that will enable the Executive to
      optimize the performance of the Executive’s duties to the
      Company.  In exchange, the Executive agrees to use such
      Confidential Information solely for the Company’s benefit.  The
      Company and the Executive agree and acknowledge that its provision of such
      Confidential Information is not contingent on the Executive’s continued
      employment with the Company.  Notwithstanding the preceding
      sentence, upon the termination of the Executive’s employment for any
      reason, the Company shall have no obligation to provide the Executive with
      its Confidential Information.  “Confidential Information” means
      any Company proprietary information, technical data, trade secrets or
      know-how, including, but not limited to, research, product plans, products
      services, customer lists and customers (including, but not limited to,
      customers of the Company on whom the Executive called or with whom the
      Executive became acquainted during the term of the Executive’s
      employment), markets, software, developments, inventions, processes,
      formulas, technology, designs, drawings, engineering, hardware
      configuration information, marketing finances or other business
      information disclosed to the Executive by the Company either directly or
      indirectly in writing, orally or by drawings or observation of parts or
      equipment.  Confidential Information does not include any of the
      foregoing items which has become publicly known and made generally
      available through no wrongful act of the Executive or of others who were
      under confidentiality obligations as to the item or items involved or
      improvements or new versions.  For purposes of this Section 7,
      references to the Company include the General Partner or any
      Affiliate.

            


    

     

    
      	
               

            	
              The
      Executive agrees at all times during the Term and thereafter, to hold in
      strictest confidence, and not to use, except for the exclusive benefit of
      the Company, or to disclose to any person or entity without written
      authorization of the Board, any Confidential Information of the
      Company.

            


    

     

    
      	
              (2)  
      

            	
              Third Party
      Information.  The Executive recognizes that the Company
      has received and in the future will receive from third parties their
      confidential or proprietary information subject to a duty on the Company’s
      part to maintain the confidentiality of such information and to use it
      only for certain limited purposes.  The Executive shall hold all
      such confidential or proprietary information in the strictest confidence
      and not disclose it to any person or entity or use it except as necessary
      in carrying out the Executive’s work for the Company consistent with the
      Company’s agreement with such third
party.

            


    

     

    B. Returning Company
Documents.  At the time of leaving the employ of the Company,
the Executive will deliver to the Company (and will not keep in the Executive’s
possession) specifications, drawings blueprints, sketches, materials, equipment,
other documents or property, or reproductions of any aforementioned items
developed by the Executive pursuant to the Executive’s employment with the
Company or otherwise belonging to the Company, its successors or
assigns.

     


    
      
         


      

      
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    C. Notification of New
Employer.  In the event that the Executive leaves the employ of
the Company, the Executive hereby grants consent to notification by the Company
to the Executive’s new employer about the Executive’s rights and obligations
under this Agreement.

     

    D. Representations.  The
Executive agrees to execute any proper oath or verify any proper document
required to carry out the terms of this Agreement.  The Executive
represents that his performance of all the terms of this Agreement will not
breach any agreement to keep in confidence proprietary information acquired by
the Executive in confidence or in trust prior to the Executive’s employment by
the Company.  The Executive has not entered into, and the Executive
agrees that he will not enter into, any oral or written agreement in conflict
herewith.

     

    8. Protective
Covenants.  In return for the Company’s provision of
Confidential Information and the other consideration provided under this
Agreement, the Executive agrees to the following:

     

    A. Restriction on Interfering with
Employee Relationships.  During the Executive’s employment with
the Company, and for a period of 12 months following the termination of the
Executive’s employment with the Company, but in no event later than the fifth
anniversary of the Effective Date, the Executive will not, either directly or
indirectly, hire, call on, solicit, or take away, or attempt to call on, solicit
or take away any of the employees or officers of the Company or encourage any
employees or officers of the Company to terminate their relationship with the
Company.

     

    B. Restriction on Interfering with
Customer Relationships.  During the
Executive’s employment with the Company, the Executive will not, directly or
indirectly, except in connection with the Executive’s employment with the
Company, service, call on, solicit, or take away, or attempt to call on,
solicit, or take away any of those customer entities and/or persons who conduct
business with the Company.  For a period of 12 months following the
termination of the Executive’s employment with the Company, but in no event
later than the fifth anniversary of the Effective Date, the Executive will not
directly service, call on, solicit, or take away, or attempt to call on,
solicit, or take away any of the Company’s established customers.

     

    C. The
Executive understands that the nonsolicitation covenants of this Section 8 may
limit his ability to earn a livelihood in a business similar to the business of
the Company, but as an executive officer of the Company he nevertheless agrees
and hereby acknowledges that:  (i) the terms and provisions of this
Agreement are reasonable and necessary to protect the Company’s interests; (ii)
the consideration provided by the Company under this Agreement is not illusory;
(iii) the consideration given by the Company under this Agreement, including,
without limitation, any amounts or benefits contemplated to be provided to the
Executive hereunder following the Executive’s termination of employment other
than for Cause or by the Executive’s resignation for Good Reason, gives rise to
the Company’s interest in restraining and prohibiting the Executive from
interfering with the Company’s employee relationships or customer relationships
as provided under this Section 8; (iv) the Executive’s covenant not to interfere
with the Company’s employee relationships or customer relationships pursuant to
this Section 8 is designed to enforce the Executive’s consideration (or return
promises), including, without limitation, the Executive’s promise to not
disclose Confidential Information under this Agreement; and (v) such provisions
do not impose a greater restraint than is necessary to protect the goodwill or
other business interests of the Company.  In consideration of the
foregoing, and in light of the Executive’s education, skills, and abilities, the
Executive agrees that he will not assert that, and it should not be considered
that, any provisions of Section 8 hereof are otherwise void, voidable, or
unenforceable or should be voided or held unenforceable.

     


    
      
         


      

      
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    D. The
Executive agrees that the period during which the covenants contained in this
Section 8 shall be effective shall be computed by excluding from such
computation any time during which the Executive is in violation of any provision
of this Section 8.

     

    E. The
covenants on the part of the Executive in this Section 8 shall be construed as
an agreement independent of any other agreement and independent of any other
provision of this Agreement, and the existence of any claim or cause of action
by the Executive against the Company, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
such covenants.

     

    F. In the
event that the Executive breaches any provisions of Section 7 or this Section 8
or there is a threatened breach, then, in addition to any other rights which the
Company may have, the Company shall (i) be entitled, without the posting of a
bond or other security, to injunctive relief to enforce the restrictions
contained in such Sections and (ii) have the right to require the Executive to
account for and pay over to the Company all compensation, profits, monies,
accruals, increments and other benefits (collectively, “Benefits”) derived or
received by the Executive as a result of any transaction constituting a breach
of any of the provisions of Sections 7 or 8 and the Executive hereby agrees to
account for and pay over such Benefits to the Company.

     

    G. Each of
the rights and remedies enumerated in Section 8.F. shall be independent of the
others and shall be in addition to and not in lieu of any other rights and
remedies available to the Company at law or in equity.  If any of the
covenants contained in this Section 8, or any part of any of them, is hereafter
construed or adjudicated to be invalid or unenforceable, the same shall not
affect the remainder of the covenant or covenants or rights or remedies which
shall be given full effect without regard to the invalid portions.  If
any of the covenants contained in this Section 8 is held to be invalid or
unenforceable because of the duration of such provision or the area covered
thereby, the parties agree that the court making such determination shall have
the power to reduce the duration and/or area of such provision and in its
reduced form such provision shall then be enforceable.  No such
holding of invalidity or unenforceability in one jurisdiction shall bar or in
any way affect the Company’s right to the relief provided in this Section 8 or
otherwise in the courts of any other state or jurisdiction as to breaches of
such covenants in such other states or jurisdictions, such covenants being, for
this purpose, severable into diverse and independent covenants.

     

    H. In the
event that an actual proceeding is brought in equity to enforce the provisions
of Section 7 or this Section 8, the Executive shall not urge as a defense that
there is an adequate remedy at law nor shall the Company be prevented from
seeking any other remedies which may be available.

     

    9. Agreements and
Representations by the Executive. The Executive represents that (i) he is
under no contractual obligation to a previous third party based on a restrictive
covenant or confidentiality or non-competition agreement (“Third Party
Agreement”) that would prevent him in any way from accepting employment with the
Company as set forth in this Agreement, or (ii) such third party has expressly
waived in writing the provisions of such Third Party Agreement, or has otherwise
consented in writing to the Executive’s accepting employment with the Company
notwithstanding such Third Party Agreement, and the Executive has provided a
copy of such waiver or consent to the Company.

     


    
      
         


      

      
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    10. Notices.  All
notices and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person, by registered or certified mail (return receipt requested and with
postage prepaid thereon) or by facsimile transmission to the respective parties
at the following addresses (or at such other address as either party shall have
previously furnished to the other in accordance with the terms of this
Section):

     

    if to the
Company:

     

    SGLP Management, Inc.

     

    Two Warren Place

     

    6120 South Yale Avenue, Suite
500

     

    Tulsa, Oklahoma 74136

     

    Attention:  Chairman of the
Board

     

    with a
copy to:

     

    Vitol, Inc.

    1100 Louisiana St, Suite
5500

    Houston, TX 77002-5255

    Attention:  M.A.
Loya

    


    if to the
Executive:

     

    J. Michael Cockrell

     

    1819 Drury Lane

     

    Oklahoma City,
Oklahoma  73116

     

    11. Amendment;
Waiver.  The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto, and compliance with the terms and provisions hereof may be waived only
by a written instrument executed by each party entitled to the benefits
thereof.  No failure or delay on the part of any party in exercising
any right, power or privilege granted hereunder shall constitute a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise of any
other right, power or privilege granted hereunder.

     

    12. Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersede all
prior written or oral agreements or understandings between the parties relating
thereto.

     

    13. Severability.  In
the event that any term or provision of this Agreement is found to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining terms and provisions hereof shall not be in any way affected or
impaired thereby, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained
therein.

     


    
      
         


      

      
        10

        
        

      

      
         


      

    


    14. Binding Effect;
Assignment.  This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns (it being
understood and agreed that, except as expressly provided herein, nothing
contained in this Agreement is intended to confer upon any other person or
entity any rights, benefits or remedies of any kind or character
whatsoever).  The Executive may not assign this Agreement without the
prior written consent of the Company.  Except as otherwise provided in
this Agreement, the Company may assign this Agreement to any of its Affiliates
or to any successor (whether by operation of law or otherwise) to all or
substantially all of its business and assets without the consent of the
Executive.

     

    15. Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma (except that no effect shall
be given to any conflicts of law principles thereof that would require the
application of the laws of another jurisdiction).

     

    16. Headings.  The
headings of the sections contained in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement.

     

    17. Section
409A.  Each payment under this Agreement, including each
payment in a series of installment payments, is intended to be a separate
payment for purposes of Treas. Reg. § 1.409A-2(b), and is intended to be: (i)
exempt from Section 409A of the Internal Revenue Code of 1986, the regulations
and other binding guidance promulgated thereunder (“Section 409A”), including,
but not limited to, by compliance with the short-term deferral exemption as
specified in Treas. Reg. § 1.409A-1(b)(4), or (ii) in compliance with Section
409A, including, but not limited to, being paid pursuant to a fixed schedule or
specified date pursuant to Treas. Reg. § 1.409A-3(a) and to the extent required
by Section 409A(a)(2)(B)(i), delayed until a date which is at least 6 months
after the date of Executive’s separation from service, and the provisions of
this Agreement will be administered, interpreted and construed
accordingly.

     

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

     

     

     


    
      
         


      

      
        11

        
        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has signed this Agreement as of the
Effective Date.

     

    SGLP
MANAGEMENT, INC.

    


    


    


    By:

    


    


    EXECUTIVE

    


    


    


    



    
      
        
          Signature Page to Employment
Agreement

        

         


      

      
         


        
        

      

      
         


      

    


    SCHEDULE
A

    


    
      	
              Payment
      Date

            	 	
              Make-Whole
      Payment

            	 
	
              March
      1, 2010

            	 	$	102,167	 
	
              May
      30, 2010

            	 	$	65,907	 
	
              May
      22, 2011

            	 	$	211,939	 
	
              November
      30, 2012

            	 	$	520,050	 
	
              May
      19, 2012

            	 	$	274,525	 
	
              February
      23, 2013

            	 	$	339,566	 
	
              May
      11, 2013

            	 	$	566,224	 
	
              Total

            	 	$	2,080,377