Exhibit
10.1


 


NOTE:  I HAVE BEEN ADVISED BY A REPRESENTATIVE OF
BUCKEYE PARTNERS, L.P. THAT I SHOULD CONSULT WITH AN ATTORNEY PRIOR TO
SIGNING THIS DOCUMENT.


 


FULL WAIVER AND RELEASE OF CLAIMS


 


1.             I,
Vance E. Powers, in exchange for the payments described below, which payments I
otherwise would not be entitled to, do hereby waive any and all claims that I
might have against Buckeye Pipe Line Services Company, Buckeye Partners, L.P.,
and Buckeye GP Holdings L.P., and each of their respective general partners,
parents, subsidiaries, and affiliated or otherwise related businesses and
divisions (hereinafter collectively referred to as “Buckeye”), and its
and their directors, officers, employees, or agents (Buckeye and such persons
hereinafter collectively referred to as “Releasees”), arising out of or
relating in any way to my employment with Buckeye or the termination of that
employment.


 


2.             In connection with the termination
of my employment, I will receive the following payments from Buckeye Pipe Line
Services Company:


 


(a)                                  a severance
payment in an amount equal to One Hundred Fifty-Five Thousand Four Hundred
Dollars ($155,400), which represents my current weekly salary for thirty-nine
(39) weeks, less applicable federal, state, and local tax deductions; and


 


(b)                                 (i) a
payment in an amount equal to Eight Thousand Seven Hundred Ten Dollars
($8,710), which represents the cost of COBRA medical and dental coverage for
nine (9) months minus the amount that I would have contributed to my
medical and dental coverage as an employee during this nine (9) month
period, less applicable federal, state, and local tax deductions, and (ii) an additional tax gross-up amount equal
to the federal, state, and local income and payroll taxes, if any, that I will
incur on the amount paid to me under clause (i) and on the amount paid
under this clause (ii); provided, however, that, for
purposes of clause (ii), the aggregate tax rate for the federal, state, and
local income and payroll taxes above shall be assumed to be twenty-five (25) percent.


 


Buckeye Pipe Line Services Company will make the foregoing payments to
me in one (1) lump sum payment within fifteen (15) days of the termination
of my employment.  In addition to making
the foregoing payments to me, Buckeye Pipe Line Services Company, at its cost,
will make outplacement services available to me for a period of one (1) year,
commencing on May 15, 2009.  Buckeye
will determine the nature, scope, and provider of such outplacement services in
its reasonable discretion.


 


3.             This Full Waiver and Release of
Claims (hereinafter referred to as this “Waiver”) applies to any and all
legally waivable claims, suits, damages, liabilities, demands, and causes of
action, whether known or unknown, existing or contingent, or whether at law or
equity, arising out of or relating in any way to my employment with Buckeye or
the termination of that employment (hereinafter collectively referred to as “Claims”),
including, but not limited to:


 

















 


·                                          age
discrimination Claims under the federal Age Discrimination in Employment Act;


 


·                                          age
discrimination Claims under any state or local laws;


 


·                                          discrimination
Claims under federal, state, or local laws based on race, color, creed, marital
status, veteran status, sex, sexual preference, national origin, citizenship,
disability, handicap, or religion;


 


·                                          wrongful
discharge Claims, tort Claims, breach of contract Claims, retaliation Claims,
and defamation Claims; and


 


·                                          Claims for
attorneys’ fees and costs.


 


This
Waiver shall not apply to claims for workers’ compensation benefits or
unemployment compensation benefits, nor shall it apply to any vested benefits
to which I am entitled pursuant to Buckeye Pipe Line Services Company’s
Retirement and Savings Plan, Employee Stock Ownership Plan, or Benefits
Equalization Plan.


 


4.             My last day of active work will be May 15,
2009.  My last day of employment will be August 15,
2009.  Buckeye has no obligation to
re-employ me in the future.  Between May 15,
2009 and August 15, 2009, I will be available to assist as necessary in
the transition of my duties, although I understand that I am not required to
report to the office during that period of time.


 


5.             Buckeye has not made any
representations to me concerning the terms of my severance or this Waiver other
than as set forth in this Waiver.


 


6.             I may revoke this Waiver for a
period of seven (7) days following the day I sign it by submitting written
notice of my revocation within this seven (7) day period to William H. Schmidt, Jr.,
Vice President, General Counsel and Secretary of Buckeye at Five TEK Park, 9999
Hamilton Boulevard, Breinigsville, PA 18031. 
If not revoked prior to the expiration of this revocation period, this
Waiver shall become effective and enforceable upon the expiration of this
revocation period.


 


7.             I agree not to disclose, either
directly or indirectly, any information whatsoever regarding the existence,
terms, or substance of this Waiver to any person other than members of my
immediate family, and any attorney, accountant, or financial advisor from whom
I choose to seek advice regarding this Waiver.


 


8.             I acknowledge that I have been
advised in writing to consult with an attorney prior to signing this Waiver,
and that I have been given twenty-one (21) days to consider this Waiver.


 


9.             This Waiver shall be binding upon
me and my heirs, administrators, representatives, executors, and assigns.


 

















 


10.           I understand that this Waiver is
intended to be exempt from section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) pursuant to the short term deferral
exception.  For purposes of this Waiver,
all payments to be made upon a termination of employment may only be made upon
a “separation from service” (within the meaning of such term under section 409A
of the Code) and each payment made under this Waiver shall be treated as a
separate payment.  In no event shall I,
directly or indirectly, designate the calendar year of payment.  I further understand that all reimbursements
and in-kind benefits provided to me under this Waiver shall be made or provided
in accordance with the requirements of section 409A of the Code, including,
where applicable, the requirement that (i) any reimbursement is for
expenses incurred during my lifetime (or during a shorter period of time
specified in this Agreement), (ii) the amount of expenses eligible for
reimbursement during a calendar year may not affect the expenses eligible for
reimbursement in any other calendar year, (iii) the reimbursement of an
eligible expense will be made on or before the last day of the taxable year
following the year in which the expense is incurred, and (iv) the right to
reimbursement is not subject to liquidation or exchange for another benefit.


 


I HAVE
CAREFULLY READ THIS ENTIRE DOCUMENT.  I
UNDERSTAND THAT, BY SIGNING THIS DOCUMENT, I AM WAIVING ALL CLAIMS RELATING TO
MY EMPLOYMENT WITH BUCKEYE AND THE TERMINATION OF THAT EMPLOYMENT.  I HAVE SIGNED THIS DOCUMENT VOLUNTARILY,
INTENDING TO BE LEGALLY BOUND.


 


 


I
have signed this Waiver this 8th day of May, 2009.


 


 


	
  Employee
  Signature:

  	
  /s/Vance
  E. Powers