exh10-1.htm


     

    
      

      

    

     

     

    EMPLOYMENT
AGREEMENT

     

    This
EMPLOYMENT AGREEMENT is entered into by and between Texas Petrochemicals, Inc.,
a Delaware corporation, and Texas Petrochemicals LP, a Texas limited partnership
(collectively referred to as the “Company”), and Charles W. Shaver, the
undersigned individual (“Shaver”) to be effective as of July 1, 2006 (the
“Effective Date”).

     

    RECITALS

     

    WHEREAS,
the Company desires to employ Shaver and assure itself of the continued
availability of Shaver’s services and of reasonable protections against use of
its trade secrets and Shaver competing against it;

     

    WHEREAS,
Shaver will be given overall responsibilities for managing the Company’s
businesses; and

     

    WHEREAS,
in such capacity Shaver will develop or have access to all of the business
plans, methods and confidential information relating to the Company and its
subsidiaries, including, but not limited to, its production and marketing
strategies and methods, its customer development and business expansion
objectives and projects, its pricing practices and its customer list and
information regarding other business relationships.

     

    AGREEMENT

     

    NOW,
THEREFORE, intending to be legally bound and in consideration of the mutual
covenants and agreements hereinafter set forth, the Company agrees to employ
Shaver, and Shaver agrees to be employed by the Company, on the following terms
and conditions:

     

    1.           Employment.  Upon
the Effective Date, the Company will employ Shaver as President and Chief
Executive Officer.  Shaver shall manage, direct and perform such
duties as the Company’s Board of Directors from time to time may assign or
delegate to him consistent with the Company’s By-laws and duties of officers
with his title in similarly situated organizations.  Shaver shall
devote his best efforts and attention to these duties, and not engage or
participate in activities in conflict with the best interests of the Company or
perform services for any other person, business or entity; provided, however, Shaver may
serve as a member of the Board of Directors of other organizations that do not
compete with the Company, and may participate in other professional, civic,
governmental organizations and activities that do not materially affect his
ability to carry out his duties hereunder.

     

    As an
inducement to the Company to enter into and continue this Agreement, Shaver
represents and warrants to the Company that he is free to accept employment and
perform his duties hereunder and that he has no prior or other obligations or
commitments of any kind to anyone that would in any way hinder or interfere with
his acceptance of, or the full, uninhibited and faithful performance of such
employment, or the exercise of his best efforts as the President and Chief
Executive Officer of the Company.

     


    
      
         


      

      
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    2.           Term.  Shaver’s
employment under this Agreement shall be for twenty-four (24) months (the
“Initial Term”), thereafter renewable for additional two-year terms by Shaver
and the Company’s Board of Directors (the “Extension Term” and together with the
Initial Term, the “Term”).  Notwithstanding the foregoing, upon a
termination of this Agreement under Sections 4(a), (b), (d), (e) or (f),
Shaver’s employment shall terminate except that Shaver will be paid his
compensation in accordance with Section 4(d) below.

     

    3.           Compensation and
Benefits.  The Company and Shaver shall accept as full
consideration for his services rendered under this Agreement the
following:

     

    (a)           Base
Salary.

     

    (i)           During
the Initial Term, Shaver shall be paid a base salary (“Base Salary”) at the
annual rate of not less than $500,000.00, payable in installments consistent
with Company’s payroll practices.

     

    (ii)           During
the Initial Term, Shaver shall also be eligible for a bonus of up to one hundred
percent (100%) of the current Base Salary (the “Initial Bonus”), based upon the
achievement of proposed company-wide and individual performance milestones to be
determined by the Company’s Compensation Committee and approved by the Board of
Directors.  The annual bonus plan will be established on criteria such
as: (1) targeted EBTIDA, (2) targeted operating cash flow, and (3) individual
objectives or other similar criteria.  The bonus plan will provide
Shaver with the opportunity to earn above 100% of base compensation if targets
are exceeded.  Payout of the bonus compensation will be made at some
reasonable time after the annual audit is completed and signed.

     

    (iii)           The
parties agree and acknowledge that, notwithstanding the foregoing, the Company’s
Board of Directors has the right to review and adjust the annual base salary and
bonus on an annual basis during the Initial Term.  During the second
year of the Initial Term or any Extension Term, Shaver shall be paid an annual
base salary and bonus mutually agreeable to the parties, but in no event less
that the Base Salary and the Initial Bonus.

     

    (b)           Business
Expenses.  Upon submission of itemized expense statements in
the manner specified by the Company, Shaver shall be entitled to reimbursement
for reasonable travel and other reasonable business expenses duly incurred by
Shaver in the performance of his duties under this Agreement, including the
expenses associated with Shaver’s membership at the Woodlands Country Club for
corporate purposes.

     

    (c)           Benefit
Plans.  Shaver shall be entitled to participate in the
Company’s medical and dental plans, life and disability insurance plans and
retirement plans pursuant to their terms and conditions.  Shaver shall
be entitled to participate in any other benefit plan offered by the Company to
its employees during the term of this Agreement.  Nothing in this
Agreement shall preclude the Company from terminating or amending any employee
benefit plan or program from time to time.

     


    
      
         


      

      
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    (d)           Vacation.  Shaver
shall be entitled to four (4) weeks of vacation each year of full employment,
exclusive of legal holidays, as long as the scheduling of Shaver’s vacation does
not interfere with the Company’s normal business operations.

     

    (e)           Disability
Insurance.  During the Initial Term and any Extended Term,
Shaver will participate in long-term disability insurance carried by the Company
pursuant to the terms of the applicable plan, which may amended from time to
time.

     

    (f)           Payment.  Payment
of all compensation to Shaver hereunder shall be made in accordance with the
relevant Company policies in effect from time to time, including normal payroll
practices, and shall be subject to all applicable taxes and any other required
or authorized withholdings and deductions.

     

    (g)           No Other
Benefits.  Except with respect to any Stock Option Award
Agreements and Restricted Stock Award Agreements between the Company and Shaver
and subject to Section 4, Shaver understands and acknowledges that the
compensation specified in Section 3 of this Agreement shall be in lieu of
any and all other compensation, benefits and plans.

     

    4.           Termination of
Employment.

     

    (a)           Termination for Disability
of Shaver.  The Company may terminate this Agreement without
liability if Shaver shall be permanently prevented from properly performing his
essential duties hereunder with reasonable accommodation by reason of illness or
other physical or mental incapacity and is for a period of time which would
entitle Shaver to receive benefits under the long-term disability policy in
effect at the time of such illness or other physical or mental
incapacity.  Under such circumstances, Company shall continue Shaver’s
base compensation pursuant to Section 3(a)(i) and benefit plans pursuant to
Section 3(c) for a period of twelve (12) months after the date of termination of
Shaver’s employment under this Section 4(a).

     

    (b)           Termination for Death of
Shaver.  In the event of the death of Shaver, the Company’s
obligations hereunder shall automatically cease and terminate; provided,
however, that under such circumstances, Company shall continue Shaver’s base
compensation pursuant to Section 3(a)(i) and benefit plans pursuant to Section
3(c) for a period of twelve (12) months after the date of termination of
Shaver’s employment under this Section 4(b).

     

    (c)           Termination for
Cause.  Notwithstanding anything herein to the contrary, the
Company may terminate Shaver’s employment hereunder for cause for any one of the
following reasons:  (i) conviction of a felony, or a misdemeanor
where imprisonment is imposed; (ii) misconduct or negligence in the
performance of duties; (iii) the commission of acts that are dishonest or
demonstrably injurious to the Company (monetarily or otherwise); (iv) failure to
observe Company policies or compliance with applicable laws; (v) failure to
comply with all lawful and ethical directions and instructions of the Board of
Directors; (vi) failure to perform his duties with the Company which results in
a material adverse financial effect on the Company; (vii) breach of Shaver’s
representations and warranties in Section 1; or (viii) any

     


    
      
         


      

      
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    conduct
that prejudices the reputation of the Company in the fields of business in which
it is engaged or with the investment community or the public at
large.  Upon termination of Shaver’s employment with the Company for
cause, the Company shall be under no further obligation to Shaver for salary or
bonus, except to pay all accrued but unpaid base salary, accrued bonus (if any)
and accrued vacation to the date of termination thereof.

     

    (d)           Termination without
Cause.  The Company may terminate Shaver’s employment hereunder
at any time without cause; provided, however, that Shaver
shall be entitled to: (i) accrued but unpaid base salary and accrued vacation,
less deductions required by law; and (ii) continued payment of Shaver’s Section
3(a)(i) base compensation and his Section 3(c) benefits for a period of not less
than twelve (12) months.

     

    (e)           Termination for Good
Reason.  At Shaver’s option, Shaver may terminate his
employment with the Company for Good Reason (as hereinafter defined). For
purposes of this Agreement, “Good Reason” shall mean any of the
following:  (i) a material adverse change in the scope of
Shaver’s responsibilities or authority, excluding any such change in connection
with Shaver’s death or disability; (ii) a reduction in Shaver’s total
compensation (other than a reduction in bonus compensation due to targets not
being achieved); (iii) a reduction in Shaver’s eligibility for participation in
the Company’s benefit plans but excluding such Company-wide reductions to any
such plans that are effective for all similarly situated executives; (iv)
relocation of the Company’s executive offices more than 150 miles from the
current location, without Shaver’s concurrence; or (v) any material breach by
the Company of this Agreement which remains uncorrected for ten (10) days
following written notice of such breach by Shaver to the
Company.  Under such circumstances, Shaver shall be entitled to the
severance benefits set forth in Section 4(d).

     

    (f)           Termination for Change of
Control.  At Shaver’s option, Shaver may terminate his
employment within 90 days following a “Change of Control” which occurs during
the term of this Agreement.  For purposes of this Agreement, “Change
of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a
Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells,
leases or exchanges all or substantially all of its assets to any other person
or entity; or (iii) any “person” (as that term is used in Sections 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended), other than one or
more of the persons who hold, beneficially and of record, shares of voting stock
of TPI on December 9, 2004 (the “Permitted Holders”), is or becomes a beneficial
owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of
1934, as amended, except that a person will be deemed to be a “beneficial owner”
of all shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than fifty percent (50%) of the total voting power of the
then outstanding shares of Voting Stock of TPI, provided that the Permitted
Holders beneficially own, directly or indirectly, in the aggregate a lesser
percentage of the total voting power of the then outstanding shares of Voting
Stock of TPI than such other person.  Under such circumstances, Shaver
shall be entitled to the severance benefits set forth in Section 4(d) and
any benefits granted him in the Equity Plan.

     

    (g)           No Duty to
Mitigate.  Shaver shall not be under any duty or obligation to
seek or accept other employment following termination of this Agreement
under

     


    
      
         


      

      
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    Section
4(d), (e) or (f) and the amounts due Shaver under Section 4(d) shall not be
reduced or suspended if Employee accepts subsequent employment.

     

    (h)           Cooperation.  After
notice of termination, Shaver shall cooperate with the Company, as reasonably
requested by the Company, to effect a transition of Shaver’s responsibilities
and to ensure that the Company is aware of all matters being handled by
Shaver.

     

    5.           Confidential
Information.

     

    (a)           Definition.  While
employed with the Company, Shaver will have access to and become acquainted with
ideas, concepts, information and material that constitute trade secrets and/or
proprietary and confidential information (hereinafter “Confidential
Information”) of the Company and its subsidiaries.  Confidential
Information includes, but is not limited to, information and knowledge
pertaining to products and services offered, ideas, plans, manufacturing,
marketing, pricing, distribution and sales methods and systems, sales and profit
figures, customer and client lists, and relationships between the Company or its
subsidiaries and their respective affiliates, dealers, distributors,
wholesalers, customers, clients, suppliers and other who have business dealings
with the Company or any of its subsidiaries.

     

    (b)           No
Disclosure.  Confidential Information is the sole and exclusive
property of the Company.  Shaver acknowledges that such Confidential
Information is a valuable and unique asset, and covenants that he will not,
either during or after the term of this Agreement, directly or indirectly
disclose any Confidential Information to any third party without the written
permission of the Company’s Board of Directors, except as required by his
employment with the Company, unless such information is in the public domain for
reasons other that Shaver’s conduct, or except as may be required by law
(provided that Shaver shall give the Company notice of any disclosure required
by law so that the Company shall have a reasonable opportunity to attempt to
preclude such disclosure).  Shaver shall not use Confidential
Information to either his own or the advantage of parties other than the
Company.  Shaver shall take all steps necessary to protect the
confidentiality of all Confidential Information and to inform the Company
immediately of any attempted or actual disclosure of Confidential Information to
any third party.  Shaver agrees that, upon request of the Company or
termination of employment, whichever is first, he shall turn over to the Company
all documents, memoranda, notes, plans, records or material in his possession or
control that contain or are derived from Confidential Information.

     

    (c)           No
Competition.  Shaver agrees that during and for twenty-four
(24) months after his employment with the Company terminates for any reason, he
will not, unless acting with the prior written consent of the Company’s Board of
Directors, directly or indirectly own, manage, operate, join, control, finance
or participate in the ownership, management, operation, control or financing of,
or be connected as an officer, director, employee, partner, principal, agent,
representative, consultant or otherwise, any business enterprise which (i)
develops or manufactures products which are competitive with products developed
or manufactured by the Company or any subsidiary of the Company; (ii)
distributes, markets or otherwise sells products manufactured by others which
are competitive with products distributed, marketed or sold by the Company or
its subsidiaries; or (iii) provides services which

     


    
      
         


      

      
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    are
competitive with services provided by the Company or its subsidiaries,
including, in each case, any products or services under development or which are
subject of active planning by the Company or its subsidiaries, at any time
during the term of this Agreement (a “Competing Venture”); provided that Shaver
may purchase or otherwise acquire up to (but not more than) ten percent (10%) of
any class of the securities of any entity (but may not otherwise participate in
the activities of such entity) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended.  Shaver acknowledges that
the business of the Company or its subsidiaries, and Shaver’s connections
therewith, is or will be involved in activity throughout North American and
Mexico, and that more limited geographical limitations on the non-compete and
non-solicitation covenants set forth in Section 6 and 7 are therefore not
appropriate.

     

    6.           Solicitation of Company
Customers/Diversion of Opportunities.

     

    (a)           Shaver
agrees that during and for twenty-four (24) months after his employment with the
Company terminates for any reason, he will not, as an individual, employee,
consultant, agent, owner, partner, director or stockholder, directly or
indirectly solicit, call on or accept any business from any Customer of the
Company or its subsidiaries.  The term “Customer” means all persons,
firms or corporations to whom the Company or its subsidiaries sold products at
any time during the one year period immediately preceding when Shaver’s
employment with the Company ceased, notwithstanding that some or all of such
persons, firms or corporations may have been induced to give business to the
Company or its subsidiaries by Shaver.

     

    (b)           Shaver
shall not take any action at any time to divert from the Company or its
subsidiaries any opportunity in the scope of any present or contemplated future
business of the Company or its subsidiaries that arose while he was employed by
the Company.

     

    (c)           Shaver
agrees that the restrictions in this Section are reasonable and will not
preclude him from becoming gainfully employed if his employment with the Company
terminates.

     

    7.           Solicitation and Employment
of Company Employees.  Shaver agrees that during and for
twenty-four (24) months after his employment with the Company terminates for any
reason, he will not directly or indirectly solicit, hire, employ or engage any
employee or any former employee of the Company or its subsidiaries whose
employment with the Company or its subsidiaries ceased less that one year before
the date of such solicitation, enticement, hiring or engagement.

     

    8.           Enforcement/Remedies.

     

    (a)           The
provisions in Sections 5 through 7 of this Agreement shall survive termination
of Shaver’s employment with the Company for any reason and/or termination of
this Agreement, and shall continue to bind Shaver by their respective
terms.

     


    
      
         


      

      
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    (b)           Shaver
acknowledges and agrees: (i) that his services to the Company are unique, (ii)
that the restrictions in Sections 5 through 7 of this Agreement are reasonable
and necessary to protect the legitimate business interests of the Company and
its subsidiaries, (iii) that any violation of any provision of these Sections
will irreparably injure the Company and its subsidiaries, (iv) that in the event
of such violation the Company shall be entitled to preliminary and permanent
injunctive relief without proof of actual damages and to an equitable accounting
of all earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which the Company may be entitled.

     

    (c)           In
the event any provision relating to the time period or scope of the
non-solicitation restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or scope such court deems
reasonable and enforceable, such time period or scope shall be deemed amended
and reformed to the minimum degree necessary to be enforceable.

     

    (d)           Shaver
agrees that, if he is found to have breached any provision in Sections 5 through
7 of this Agreement, then he shall be obligated to pay the attorney’s fees and
expenses incurred by the Company to enforce its rights in connection with such
breach.

     

    9.           Exclusivity.  For
any matter which, by the express provisions of this Agreement, is to be
determined by the Compensation Committee of the Board of Directors unless and
until the Compensation Committee of the Board of Directors issues its decision,
such determination by the Compensation Committee of the Board of Directors shall
be final and binding on the parties and may not be overturned unless such
determination is found to be arbitrary and capricious or an abuse of
discretion.

     

    10.           Miscellaneous.

     

    (a)           Governing Law;
Venue.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without regard to conflict of law
principles.  Further, for any dispute related to this Agreement,
Shaver and Company irrevocably submit to the exclusive jurisdiction of the
Federal courts of the United States of America located in the Southern District
of Texas, Houston Division, or the State District Courts of Texas located in
Harris County, Texas.  Shaver and Company consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of any such dispute.

     

    (b)           Entire
Agreement.  Except with respect to any Stock Option Award
Agreements and Restricted Stock Award Agreements between the Company and Shaver,
this Agreement contains the entire agreement and understanding between the
parties hereto and supersedes any prior or contemporaneous written or oral
agreements, representations and warranties between them respecting the subject
matter hereof.

     

    (c)           Amendment.  This
Agreement may be amended only by a writing signed by Shaver and by a duly
authorized representative of the Company.

     


    
      
         


      

      
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    (d)           Assignability.  The
Company shall have the right to assign this Agreement and its rights hereunder,
in whole or in part, including but not limited to Shaver’s obligations under
Sections 5 though 7 of this Agreement.

     

    (e)           Severability.  If
any term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid,
unenforceable or void, the remainder of this Agreement and such term, provision,
covenant or condition as applied to other persons, places and circumstances
shall remain in full force and effect.

     

    (f)           Construction.  The
headings and captions of this Agreement are provided for convenience only and
are intended to have no effect in construing or interpreting this
Agreement.  The language in all parts of this Agreement shall be in
all cases construed according to its fair meaning and not strictly for or
against the Company or Shaver.

     

    (g)           Rights
Cumulative.  The rights and remedies provided by this Agreement
are cumulative, and the exercise of any right or remedy by either party hereto
(or by its successor), whether pursuant to this Agreement, to any other
agreement, or to law, shall not preclude or waive its right to exercise any or
all other rights and remedies.

     

    (h)           Nonwaiver.  No
failure or neglect of either party hereto in any instance to exercise any right,
power or privilege hereunder or under law shall constitute a waiver of any other
right, power or privilege or of the same right, power or privilege in any other
instance.  All waivers by either party hereto must be contained in a
written instrument signed by the party to be charged and, in the case of the
Company, by an officer of the Company (other than Shaver) or other person duly
authorized by the Company.

     

    (i)           Notices.  Any
notice, request, consent or approval required or permitted to be given under
this Agreement or pursuant to law shall be sufficient if in writing, and if and
when sent by certified or registered mail, with postage prepaid, to Shaver’s
residence (as noted in the Company’s records), or to the Company’s principal
office, as the case may be.

     

    (j)           Assistance in
Litigation.  Shaver shall, during and after termination of
employment, upon reasonable notice, furnish such information and proper
assistance to the Company as may reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become a party; provided, however, that such assistance
following termination shall be furnished at mutually agreeable times and for
mutually agreeable compensation.

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.

     

    
      	
              TEXAS
      PETROCHEMICALS, LP

               

               

               

              By:
      /s/ Mark C. Demetree

              Name:  Mark
      C. Demetree

              Title:
      Chairman of the Board

            	 
      	
              EXECUTIVE:

               

               

               

              /s/
      Charles W. Shaver

              Charles W. Shaver

            
	 
      	 
      	 
      
	
              TEXAS
      PETROCHEMICALS, INC.

               

               

               

              By:
      /s/ Mark C. Demetree

              Name:
      Mark C. Demetree

              Title:
      Chairman of the Board

            	 
      	 
      


    

    


     


    
      
         


      

      
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    AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT

    


    BETWEEN

    


    CHARLES
W. SHAVER

    


    AND

    


    TEXAS
PETROCHEMICALS LP AND TEXAS PETROCHEMICALS INC.

    


    This
Amendment No. 1 is effective as of July 1, 2008 by and between Texas
Petrochemicals Inc., a Delaware corporation, and Texas Petrochemicals LP, a
Texas limited partnership (collectively referred to as the “Company”), and
Charles W. Shaver, the undersigned individual.

    


    RECITALS

    


    WHEREAS, the Company and Shaver entered
into that certain Employment Agreement effective as of July 1, 2006 (the
“Employment Agreement”), whereby the Company agreed to employ Shaver as
President and Chief Executive Officer of the Company and Shaver agreed to serve
as the President and Chief Executive Officer;

    WHEREAS, the Employment Agreement
expired by its terms on July 1, 2008; and

    WHEREAS,
the Company and Shaver mutually desire to extend and amend certain provisions of
the Employment Agreement, as more specifically set forth herein.

    AGREEMENT

    NOW,
THEREFORE, in consideration of the premises and mutual agreements contained
herein, the Company and Shaver hereby agree as follows:

    
      	
              A.

            	
              Modifications and
      Amendments to Employment
Agreement

            


    

    


    
      	
               
      

            	
              1.

            	
              Section
      2 of the Employment Agreement is hereby deleted in its entirety and
      replaced with the following:

            


    

    


    
      	
               
      

            	
              2.

            	
              Term.  Shaver’s
      employment under this Agreement shall be for a term extending until June
      30, 2010 (the “Initial Term”), thereafter renewable annually by mutual
      agreement of Shaver and the Company’s Board of Directors (the “Extension
      Term” and together with the Initial Term, the
      “Term”).  Notwithstanding the foregoing, upon a termination of
      this Agreement under Sections 4(a), (b), (d), (e) or (f), Shaver’s
      employment shall terminate except that Shaver will be paid his
      compensation in accordance with Section 4(d)
  below.

            


    

    


    
      
         

      

      
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              2.

            	
              Section
      3(a)(i) of the Employment Agreement is hereby modified and amended to
      reflect that, as of June 30, 2008, the Base Salary for Shaver was
      $650,000.

            


    

    
      	
               
      

            	
              3.

            	
              Section
      3(a)(iii) of the Employment Agreement is hereby deleted in its entirety
      and replaced with the following:

            


    

    
      	
               
      

            	
              (iii)

            	
              The
      parties agree and acknowledge that, notwithstanding the foregoing, the
      Company’s Compensation Committee and/or Board of Directors has the right
      to review and adjust the annual base salary on an annual basis during the
      Term.  Commencing with the fiscal year commencing on July 1,
      2008, Shaver shall be paid an annual base salary and bonus mutually
      agreeable to the parties, but in no event less than the Base Salary and
      the Initial Bonus.

            


    

    


    
      	
               
      

            	
              4.

            	
              A
      new Section 3(a)(iv) shall be added to the Employment Agreement and shall
      read as follows:

            


    

    
      	
               
      

            	
              (iv)

            	
              The
      parties agree and acknowledge (a) that the Company and its Board of
      Directors are developing a new Long-Term Incentive Compensation Program
      for its senior executives and (b) that Shaver shall be a participant in
      the Long-Term Incentive Compensation Program as determined by the Company
      and the Board of Directors.

            


    

    


    
      	
              B.

            	
              Ratification of the
      Employment Agreement

            


    

    


    Except as
modified and expressly amended by this Amendment and any other written
supplement or amendment executed by the parties, the Employment Agreement is in
all respects ratified and confirmed, and all of the terms, provisions, and
conditions thereof shall be and remain in full force and effect.

    


    
      	
              C.

            	
              Entire
      Agreement

            


    

    


    This
Amendment, together with the Employment Agreement, constitute the entire
agreement and understanding between the parties concerning the matters addressed
by the Employment Agreement, and supersedes any and all previous agreements or
understandings, whether written or oral, between the parties concerning the
same.  There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or
referred to herein or therein.

     

    


    
      	
              D.

            	
              Interpretation

            


    

    


    The
section headings contained in this Amendment are solely for the purpose of
references, are not part of the agreement of the parties and shall not in any
way affect the meaning or interpretation of this Amendment.

     

    


     

    
      	
              E.

            	
              Counterparts

            


    

    


     

    This
Amendment may be executed in two or more counterparts, all of which shall be
deemed one and the same agreement and shall be deemed delivered by the parties
when one or more counterparts have been signed by each of the
parties.

     

    


     

    
      	
              F.

            	
              Definitions

            


    

    


     

    Capitalized
terms used herein, but not otherwise defined shall have the meanings given to
such terms in either the Employment Agreement.

     

    


     

    Except as
modified herein, all other terms and conditions of the Employment Agreement
remain unchanged.

    


    
      	
              TEXAS
      PETROCHEMICALS LP

               

               

               

              By:
      /s/ Kevin Flannery

                   Kevin
      Flannery

                   Chairman,
      Compensation Committee of the Board of Directors

            	 
      	
              EXECUTIVE:

               

               

               

              /s/
      Charles W. Shaver

              Charles W. Shaver

            
	 
      	 
      	 
      
	
              TEXAS
      PETROCHEMICALS INC.

               

               

               

              By:
      /s/ Kevin Flannery

                   Kevin
      Flannery

                   Chairman,
      Compensation Committee of the Board of Directors

            	 
      	 
      


    

    


    


     


    
      
         


      

      
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