ex10_3.htm


    
      

    

    Exhibit 10.3
   


    EXECUTIVE
EMPLOYMENT AGREEMENT

    


    THIS EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made effective as of December 31, 2008
(the “Effective Date”) by and between Genesis Energy, LLC (the “Company”), or
any successor entity to the Company, and Robert V. Deere
(“Executive”).

    


    PRELIMINARY
STATEMENTS

    


    A.           The
Company, which is the general partner of Genesis Energy, L.P., a Delaware
limited partnership (the “Partnership”), desires to employ Executive as its
Chief Financial Officer, and Executive desires to be employed by the Company in
said capacity;

    


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

    


    C.           
Unless otherwise defined, capitalized terms used in this Agreement have the
meanings specified in Section 22 below.

    


    NOW, THEREFORE, in
consideration of the mutual covenants and obligations contained herein, the
sufficiency of which is hereby acknowledged by the parties, the Company hereby
agrees to employ Executive and Executive hereby accepts such employment upon the
terms and conditions set forth in this Agreement:

    


    STATEMENT
OF AGREEMENT

    


    1.            
Position.

    


    (a)           The
Company agrees to employ Executive in the position of its Chief Financial
Officer (“CFO”).  Executive shall serve as, and perform the duties of,
CFO.

    


    (b)           Executive
agrees to serve as CFO and agrees that he will devote his best efforts and full
time and attention to all facets of the business of the Company and will
diligently carry out the duties of CFO.  Nothing in this Section 1(b)
or this Agreement, however, will prevent Executive from engaging in additional
activities in connection with personal investments, civic or community affairs,
or other activities that do not interfere with the performance of Executive’s
duties under this Agreement.

    


    (c)           Executive
shall be vested with all authority specifically granted by the Board of
Directors of the Company (“Board”).

    


    (d)           Executive
agrees to reasonable travel as necessary to perform his duties under this
Agreement.

    


    2.            
Term.  The
Term (herein so called) of this Agreement shall be four (4) years from the
Effective Date, unless sooner terminated pursuant to Section 4
below.  If not sooner terminated, this Agreement shall automatically
terminate upon the expiration the Term.  Executive’s employment shall
be in accordance with and governed by this Agreement, unless modified by the
parties to this Agreement in writing.

    


    
      
        
           


        

        
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    3.            
Compensation and
Benefits.

    


    (a)           Base
Salary.  The Company shall pay Executive a base salary at the
rate of $369,600 per year, subject to adjustment as provided below, which shall
be pro rated and payable as provided herein (“Base Salary”).  The per
annum rate of Executive’s Base Salary shall be increased by the amounts set
forth below as of the first day of the next full month occurring after
achievement, if any, of the specified levels of Average Market
Capitalization:

    


    (i)            
$30,000 if Average Market Capitalization of
$1.0 billion is achieved for any 90-consecutive
calendar day period; and

    


    (ii)           
an additional amount equal to 10% of the then-effective Base Salary
each time an additional $300 million of Average Market Capitalization above $1.0
billion is achieved (for example, $1.3 billion, $1.6 billion, etc.) for any
90-consecutive calendar day period, provided that the maximum per
annum rate of Executive’s Base Salary will be $500,000 and there will be no
further increases if and after such maximum rate is achieved.

    


    (b)           Bonus
Opportunities.  In addition to the Base Salary, Executive shall
also be eligible to receive bonuses from time to time based on exceptional
service and/or the performance of the Company, if awarded by the Board in its
sole discretion (“Discretionary Bonus”).  Any such Discretionary Bonus
will be paid in accordance with the terms of such award.

    


    (c)           Payment.  Payment
of all compensation to Executive hereunder shall be made in accordance with the
terms of this Agreement and applicable Company policies in effect from time to
time, including normal payroll practices, and shall be subject to all applicable
withholdings and taxes.

    


    (d)           Benefits
Generally.  The Company shall make available to Executive,
throughout the Term of this Agreement, benefits as are generally provided by the
Company to its executive officers, including but not limited to any group life,
health, dental, vision, disability or accident insurance, pension plan, profit
sharing plan, retirement savings plan, 401(k) plan, or other such benefit plan
or policy which may presently be in effect or which may hereafter be adopted by
the Company for its executive officers and key management personnel, and also
including any rights and benefits under the directors’ and officers’ liability
insurance then in place under the Company insurance program for the directors
and officers of the Company; provided, however, that Executive is not eligible
to participate in any of the “Genesis Energy, Inc. Bonus Plan” or the “Genesis
Energy Inc. Stock Appreciation Rights Plan” (both effective December 31, 2003),
or any successor equity plan or plans of the Company, or the “Genesis Energy
Amended and Restated Severance and Protection Plan.”

    


    (e)           Vacation.  Executive
shall be entitled to paid vacation during each calendar year, consistent with
any written policies of the Company then applicable to executive officers
generally, but in no event fewer than four (4) weeks.  Unused vacation
days and holidays shall be carried over from year to year, if at all, in
accordance with the written policies then in effect for executive officers of
the Company generally.

    


    
      
        
           


        

        
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    (f)           
Holidays.  Executive
shall further be entitled to paid holidays, personal days, and sick days
consistent with the written policies then applicable to executive
officers.

    


    (g)           Reimbursement of
Expenses.  The Company shall reimburse Executive for all
business expenses incurred by Executive while performing his duties under this
Agreement, which shall include dues in professional societies and
organizations.  The amount of any expense reimbursement provided
during one taxable year of the Executive shall not affect the amount of the
reimbursement provided in any other taxable year.

    


    (h)           Employment Taxes and
Withholding.  The Company acknowledges that, upon Executive’s
acquisition of an Individual Class B Interest (as that term is defined in the
LLC Agreement) in the Company, for income and employment tax purposes, insofar
as Executive receives Base Salary, Discretionary Bonus and benefits pursuant to
this Article 3, he will be treated as a self-employed partner receiving
guaranteed payments.  The
Company shall make a quarterly tax equalization payments to reimburse Executive
for any federal, state and local income, self employment or other taxes incurred
by Executive on Base Salary, Discretionary Bonus and benefits paid or provided
to Executive by Company pursuant to this Article 3 (but not amounts which
Executive receives pursuant to the LLC Agreement by virtue of owning an
Individual Class B Interest), to the extent of the difference in the tax burden
imposed on Executive as a result of his status as a member of the Company in
comparison to the tax treatment that would be available to Executive if he was
characterized as a common law employee for tax purposes.  If the
Company adopts any additional policies intended to address tax treatment
associated with the self-employment status of members of the Company, Executive
shall be eligible for any such benefits on the same basis as all other similarly
situated executives of the Company.  To the extent Executive is not
required to be treated as a self-employed partner, any amounts payable pursuant
to this Agreement shall be subject to applicable tax withholding
requirements.

    


    4.           Termination.  This
Agreement may be terminated by the Company or Executive, or may automatically
terminate, as provided in this Article 4.

    


    (a)           Termination by the Company
without Cause or for Cause.  The Company may terminate this
Agreement at any time either without Cause or for Cause.  “Cause”
means any of the following:

    


    (i)           
 Executive’s commission of willful fraud against, or willful theft of any
assets or property of, the Company, the Partnership or their respective
Affiliates, suppliers or customers;

    


    (ii)           
Executive’s conviction (or plea of nolo contendere) for any felony or any crime
which involves moral turpitude;

    


    (iii)           Executive’s
material violation of the non-disclosure or confidentiality provisions of this
Agreement; Executive’s substantial non-performance of his duties and
obligations, whether pursuant to this Agreement or otherwise (other than due to
death or disability); Executive’s gross negligence; or Executive’s willful
misconduct in performing his duties;

    


    
      
        
           


        

        
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    (iv)           Executive
willfully engaging in conduct that is demonstrably and materially injurious,
monetarily or otherwise, to the Company, the Partnership, or their respective
Affiliates; or

    


    (v)           Executive’s
willful violation of material written rules, regulations or policies of the
Company or the Partnership, or failure to follow reasonable written instructions
or directions both from a majority of the Company’s Audit Committee (the “Audit
Committee”) and from the Company’s Class A Member (the “Class A Member”) to
Executive that Executive’s failure to follow such instructions or directions
could reasonably be expected to be materially injurious, monetarily or
otherwise, to the Company or the Partnership, or their respective
Affiliates.

    


    Termination
of this Agreement by the Company without Cause or for Cause may be effected only
by written notice thereof from the Company to Executive (“Termination Notice”),
which in the case of termination for Cause both identifies in sufficient detail
the reasons therefor and is recommended both by a majority of the Audit
Committee and by the Class A Member.  Termination without Cause and
termination pursuant to clauses (i) or (ii) above will be effective on the date
that the Termination Notice is deemed given and received.  Termination
pursuant to clauses (iii), (iv) and (v) above shall only become effective thirty
(30) days after Termination Notice is deemed given and received and Executive’s
failure (within thirty (30) days of the date that Termination Notice is deemed
given and received) to cure the reasons for such termination for Cause or to
cease the conduct constituting the basis of such termination for Cause; provided
further, that prior to such termination for Cause under clauses (iii), (iv) and
(v) above becoming effective, the Company shall provide an opportunity for
Executive to be heard by the Audit Committee.  No act, nor failure to
act, on Executive’s part, shall be considered “willful” unless he has acted or
failed to act with an absence of good faith and without a reasonable belief that
his action or failure to act was in the best interest of the Company and/or the
Partnership.

    


    (b)           Termination by Executive
without Good Reason or for Good Reason.  Executive may
terminate this Agreement at any time either without Good Reason or for Good
Reason.  “Good Reason” means any of the following:

    


    (i)           
 The material diminution of Executive’s duties and responsibilities, a
material reduction of his base salary, or a material reduction of his benefits,
other than as a result of termination for Cause, without Good Reason or by
virtue of his death or disability;

    


    (ii)           
The relocation of the Company’s principal executive offices outside the
metropolitan Houston, Texas area without Executive’s consent;

    


    (iii)           The
Company requiring that Executive be based anywhere other than the Company’s
principal executive offices without Executive’s consent;

    


    (iv)           The
Company’s failure to make any material payment to Executive required to be made
under the terms of this Agreement;

    


    
      
        
           


        

        
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    (v)           The
Company’s non-performance of any material provision (other than those described
in (iv) above) of this Agreement, or non-performance of Denbury (or its
Affiliates or any of their successors or assigns) of any material provision of
any Transaction
Document (italicized terms in this subsection 4(b) and its subsections
are defined as provided in the LLC Agreement), in each such case;
or

    


    (vi)           Any
action by the Company, Denbury or its Affiliates or any of their successors or
assigns, the Class A Member or its Affiliates or any of their successors or
assigns, the Board, the general partner of the Partnership (if it is not the
Company), or the Partnership or any of its successors or assigns that either (i)
amends, alters, changes, repeals or replaces the IDRs or the Class B Ownership Interests
in a manner that in any material way adversely affects the Distributions or Redemption Amount payable to
Executive, or (ii) except as required by a change in the law or a final, binding
and non-appealable judgment, or except to the extent the IRS or any other federal tax
authority has asserted a claim to the contrary and the Person taking a tax
reporting position reasonably and in good faith believes that such authority is
more likely than not to be successful in adjudicating such claim, takes a
federal tax reporting position inconsistent with that specified in Section
7.10(b) of the LLC Agreement that materially and adversely affects the
Executive, provided that the following actions shall not constitute Good
Reason:

    


    (a)           any
action that will result in Executive receiving his Redemption Amount (or having
an election to receive his Redemption Amount under the
provisions of Section 5.05(c) of the LLC Agreement);

    


    (b)           a
waiver by the Company of receipt from the Partnership of an Incentive Distribution for
any period(s) as contemplated by Section 3.02(c)(5) of the LLC
Agreement;

    


    (c)           any
Conversion Event;
or

    


    (d)           any
amendment to the LLC Agreement permitted by Section 5.05(b) of the LLC
Agreement.

    


    Termination
of this Agreement by Executive without Good Reason or for Good Reason may be
effected by Executive only by his providing written notice thereof, which in the
case of termination for Good Reason is given within 90 days of the initial
existence of and identifies in sufficient detail the reasons therefor, to both
the Audit Committee and the Class A Member.  Termination without Good
Reason will be effective thirty (30) days after such notice is deemed given and
received.  Termination for Good Reason shall only become effective
thirty (30) days after such notice is deemed given and received and the failure
by the Company or Denbury (or its Affiliates) to cure the reasons
therefor.

    


    (c)           Disability.  If
the Board determines that the Company should do so, the Company may terminate
this Agreement at any time that Executive has sustained a
“disability.”  Such termination will be effective on the date that
written notice thereof is deemed given and received.  For purposes of
this Agreement, Executive will have sustained a “disability” if (i) Executive
has been absent from his duties with the Company on a full-time basis for 180
out of any 220 consecutive calendar days as a result of incapacity due to mental
or physical illness or injury which is determined to be total and permanent by a
physician selected by the Company or its insurers and reasonably acceptable to
the Executive or his legal representatives, or (ii) Executive is determined to
be totally disabled by the Social Security Administration.  Executive
must submit to a reasonable number of examinations, to be paid for by the
Company, by the physician making the determination regarding disability under
this Section 4(c), and Executive hereby authorizes the disclosure and release to
the Company of such determination and all supporting medical
records.  If Executive is not legally competent, Executive’s legal
guardian or duly authorized attorney-in-fact will act in Executive’s stead under
this Section 4(c), for the purposes of submitting Executive to the examinations,
and for the purpose of providing the authorization of disclosure, required under
this Section 4(c).

    


    
      
        
           


        

        
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    (d)           Death.  This
Agreement will terminate automatically effective upon Executive’s
death.

    


    (e)           Benefits
Continuation.  The Company will continue to pay for the
continued coverage of the Executive and any of his family members covered on the
date that termination of this Agreement is effective (“Covered Dependents”)
under the health and medical benefit plans of the Company, including, among
others, prescription drug, dental and vision coverage, as applicable (the
“Medical Plan”), for the period commencing on the date of Executive’s
“separation from service” as defined in Code Section 409A and Treasury
Regulations Section 1.409A-1(h) (the “Service Separation Date”) and ending on
the earlier of the date Executive becomes eligible for substantially similar
coverage under the health and medical benefit plans of another employer, or
eighteen (18) months after the Service Separation Date (the “Continuation
Period”), at the same level of Company contribution applicable to similarly
situated active employees of the Company during such period.  In
addition, it is agreed that this continued health and medical coverage is
provided in conjunction with and not in addition to, and will be, the continued
coverage in accordance with Code Section 4980B, commonly referred to as “COBRA
coverage.”

    


    Notwithstanding
anything in this Agreement to the contrary, at such time (if ever) during the
Continuation Period as it becomes administratively impracticable for the Company
to provide Executive and/or his Covered Dependents with full coverage under the
Medical Plan, during the remainder of the Continuation Period the Company shall
pay on Executive’s behalf the costs of any similar individual health and medical
coverage providing comparable benefits for Executive and/or such Covered
Dependents, up to a maximum of the applicable premiums which would have been
paid by the Company during the remainder of the Continuation Period with respect
to the lost coverage portion of the Medical Plan, such payment to be made upon
Executive’s submission of proof of his prior payment of the premiums for such
coverage.

    


    (f)          
 Life Insurance.  Upon termination of this Agreement for any reason
other than death, Company shall immediately, and without imposition of any
charge, fee or cost of any sort other than proper reporting of any income tax
consequence, transfer ownership of all policies of insurance on the life of
Executive owned by the Company, if any, to Executive free and clear of all
claims, liens and encumbrances whatsoever.

    


    
      
        
           


        

        
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    (g)           Employment.  Upon
termination of this Agreement for any reason, including expiration of the Term
or a termination for a reason specified in this Section 4, Executive’s
employment shall also terminate and cease, and if he is a member thereof
Executive shall be deemed to have voluntarily resigned from the
Board.

    


    (h)           Severance Payment Amount and
Severance Payment Date.  For purposes of this Agreement,
Executive’s “Severance Payment Date” shall mean a date not later than the fifth
business day following the Service Separation Date; provided, however, that
Executive’s “Severance Payment Date” with respect to a particular Severance
Payment (as defined below) provided for under this Agreement shall, to the
extent such Severance Payment is (1) not treated as a short-term deferral under
Treasury Regulations Section 1.409A-1(b)(4) and (2) exceeds the separation pay
limits of Treasury Regulations Section 1.409A-1(b)(9)(iii)(A) (two times the
lesser of (x) the sum of Executive’s annualized compensation based on
Executive’s annual Base Salary for the calendar year preceding the calendar year
in which the Service Separation Date (defined in Section 4(e) above) occurs
(adjusted for any increase during that year that was expected to continue
indefinitely if Executive had not separated from service), or (y) the maximum
amount that may be taken into account under a qualified plan pursuant to Code
Section 401(a)(17) for the year in which such Service Separation Date occurs) or
-1(b)(9)(iii)(B) (amounts must be paid no later than the last day of the second
calendar year following the calendar year in which the Service Separation Date
occurs), be delayed to the first business day of the seventh month after the
Executive’s Service Separation Date (or, if earlier, not later than the 30th day
following Executive’s death) if the Executive is a “specified employee” under
Section 409A of the Code and Section 1.409A-1(i) of the Treasury Regulations on
the Service Separation Date.  In the event of such delay, any portion
of the Severance Payment which would have been paid to Executive during the
first six months following the Service Separation Date but for such delay, will
be accumulated and paid on the delayed Severance Payment Date, and the balance
will be paid as if there were no delay.  For purposes of Section 409A
of the Code, the right to a series of installment payments under this Agreement
will be treated as a right to a series of separate payments.  For
purposes of this Section 4(h), any amount that is treated as a short-term
deferral within the meaning of Treasury Regulations Section 1.409A-1(b)(4) or
that meets the separation pay limits under Treasury Regulations Section
1.409A-1(b)(9)(iii) will be treated as a separate payment.  On the
Severance Payment Date, or thereafter as provided in this Section 4(h), the
Company will make a payment to Executive or as otherwise provided below,
determined as follows:

    


    (i)           
 Without Cause or
Disability or for Good Reason.  If the Company terminates this
Agreement without Cause, or as a result of the Board’s determination that
Executive has sustained a “disability” pursuant to Section 4(c) hereof, or
if Executive terminates this Agreement for Good Reason, the Company shall pay to
Executive (x) all accrued but unpaid Base Salary, all accrued but unused
vacation (based on Executive’s then effective Base Salary less applicable
deductions), and all accrued but unpaid Discretionary Bonus if any Discretionary
Bonus is then due, as of the date that termination of this Agreement is
effective (“Accrued Compensation”), which amount will be paid not later than the
fifth business day following the Service Separation Date, and (y) after the
Severance Payment Date the Company shall continue to pay Executive his
“Non-Change-of-Control” Severance Payment, which will be his Base Salary,
pursuant to the Company’s payroll schedule then in effect for Executive, at the
monthly rate being paid immediately prior to termination of this Agreement, for
what would have been the remainder of the Term but for such
termination.

    


    
      
        
           


        

        
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    (ii)           For
Cause.  If the Company terminates this Agreement for Cause, the
Company shall pay to Executive only Executive’s Accrued Compensation (but not
including any accrued but unpaid Discretionary Bonus), which amount will be paid
not later than the fifth business day following the Service Separation
Date.

    


    (iii)           Without Good
Reason.  If Executive terminates this Agreement without Good
Reason, the Company shall pay to Executive only Executive’s Accrued Compensation
(but not including any accrued but unpaid Discretionary Bonus), which amount
will be paid not later than the fifth business day following the Service
Separation Date.

    


    (iv)           Death.  If
this Agreement terminates because Executive dies, the Company shall pay (x)
Accrued Compensation, plus (y) a lump sum amount equal to the product of
Executive’s monthly Base Salary (determined at the same monthly rate being paid
to Executive immediately prior to termination of this Agreement) multiplied by
the number of months (and any portion of a month for which Executive had not
already been paid Base Salary on the date of termination) included in the period
beginning on the date of termination and ending on what would have been the last
day of the Term but for such termination, which payment will be made to
Executive’s designated beneficiary (or to his estate, if Executive has not
designated in writing a beneficiary by the time of his death), within 90 days of
the date of the Executive’s death.

    


    (v)           Change of
Control.  If the Company terminates this Agreement without
Cause during the period beginning on the date of a “Change of Control” (as that
term is defined in the LLC Agreement) that also meets the definition of a
“change in control event” provided in Section 1.409A-3(i)(5) of the Treasury
Regulations and ending on the second anniversary of such Change of Control, the
Company shall pay to Executive (x) Accrued Compensation, which amount will be
paid not later than the fifth business day following the Service Separation
Date, and (y) following the Severance Payment Date the Company shall continue to
pay Executive his “Change-of-Control” Severance Payment, which will be his Base
Salary, pursuant to the Company’s payroll schedule then in effect for Executive,
at the monthly rate being paid immediately prior to termination of this
Agreement, for the period from the Service Separation Date until the later of
(A) what would have been the last day of the Term but for such termination, or
(B) the third anniversary of the Service Separation Date.

    


    (vi)         
 Expiration of
Term. If this Agreement terminates upon expiration of the Term, there
will be no Severance Payment.

    


    5.             
Nondisclosure.

    


    (a)           The
Company’s and the Partnership’s confidential information (“Confidential
Information”) shall include but not be limited to the Company’s and the
Partnership’s various trade secrets and confidential or proprietary information,
including information Executive has not received before first being employed by
the Company, consisting of, but not limited to, information relating to: (a)
business operations and methods; (b) existing and proposed acquisitions,
acquisition strategies, investments, investment strategies and business plans;
(c) financial performance; (d) compensation arrangements and amounts (whether
relating to the Company, the Partnership, or to any of their respective
employees, including the CFO); (e) contractual relationships (including the
terms of this Agreement); (f) business partners and relationships; (g) limited
partners and prospective limited partners of the Partnership; (h) marketing
strategies; (i) lists with information related to existing or prospective
customers, partners or investors, including, but not limited to particular
investments, investment strategies, investment patterns and amounts; and (j)
computerized investment approaches, methodologies, trading systems or programs,
mathematical models, simulated results, simulation software, price or research
databases, other research, algorithms, numerical techniques, analytical results,
or technical data, regardless of the medium in which any such information is
contained.  Confidential Information shall not include information:
(A) that becomes generally available to the public by means other than
Executive’s breach of this Section 5 (for example, not as a result of
Executive’s unauthorized release of marketing materials); (B) that is in
Executive’s possession, or becomes available to Executive, on a nonconfidential
basis, from a source other than the Company or the Partnership; or (C) that
Executive is required by law, regulation, court order or discovery demand to
disclose; provided, however, that in the case of clause (C), Executive gives the
Company reasonable notice prior to the disclosure of the Confidential
Information and the reasons and circumstances surrounding such disclosure in
order to provide the Company an opportunity to seek a protective order or other
appropriate request for confidential treatment of the applicable Confidential
Information.

    


    
      
        
           


        

        
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    (b)           Executive
agrees that all Confidential Information, whether prepared by Executive or
otherwise coming into his possession, shall remain the exclusive property of the
Company and/or the Partnership during Executive’s employment with the Company
and thereafter, and that Executive will return to the Company all Confidential
Information in his possession, in whatever format or form maintained, upon
request of the Company and/or upon termination of this
Agreement.  Executive further agrees that Executive shall not, without
the prior written consent of the Company, (i) disclose to any third party (or
use in any manner that will materially and adversely effect the Company) any of
the Confidential Information described herein, (ii) use for the Executive’s
personal benefit any of the Confidential Information, or (iii) aid others in the
use of such Confidential Information in competition with the Company or the
Partnership, whether directly or indirectly, either during Executive’s
employment with the Company or at any time following the termination of
Executive’s employment with the Company.  Executive agrees that the
provisions of this Section 5(b), and of Section 6(b) below, will be rules,
regulations and policies of the Company for purposes of Section 4(a)(v)
above.

    


    6.             
Noncompete and
Nonsolicitation.

    


    (a)           
Business Relationships
and Goodwill.  Executive acknowledges and agrees that, as an
employee and representative of the Company, Executive has been and will be given
responsibility, specialized training and Confidential
Information.  Executive acknowledges and agrees that this creates a
special relationship of trust and confidence between Executive and the Company,
the Partnership and the Company’s and the Partnership’s current and prospective
customers, shareholders or members, limited partners, and
investors.  Executive further acknowledges and agrees that there is a
high risk and opportunity for any individual given such responsibility,
specialized training, and Confidential Information to misappropriate the
relationship and goodwill existing between the Company and the Partnership and
the Company’s and Partnership’s current and prospective customers, shareholders
or members, limited partners, and investors.  Executive therefore
acknowledges and agrees that it is fair and reasonable for the Company to take
steps to protect itself from the risk of such
misappropriation.  Consequently, Executive agrees to the following
noncompetition and nonsolicitation covenants.

    


    
      
        
           


        

        
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    (b)           Scope of Noncompetition
Obligation.

    


    (i)           
Executive acknowledges and agrees that (x) the Term of this Agreement, (y) a
period of two years after termination of this Agreement if this Agreement is
terminated by the Company for Cause or by Executive without Good Reason, and (z)
a period of one year after termination of this Agreement if this Agreement is
terminated other than by the Company for Cause or by Executive without Good
Reason, will constitute non-compete, non-solicit and non-divert periods (the
“Non-Interference Period”).  During his employment and during the
Non-Interference Period, Executive will not work for, supervise, assist or
participate in, a Competing Business in any capacity (as owner, employee,
consultant, advisor, contractor, officer, director, lender, investor, agent, or
otherwise) or otherwise engage in any Competing Business, within the States of
Louisiana, Mississippi and Texas.  This Paragraph creates a narrowly
tailored restraint in order to avoid unfair competition and irreparable harm to
the Company and the Partnership and is not intended or to be construed as a
general covenant against competition in the oil and gas
industry.  “Competing Business” means any Person that
directly competes with or would directly compete with, or displaces or would
displace, any of the activities of the Partnership in those geographical areas
of the states of Louisiana, Mississippi or Texas in which the Partnership has
significant operations, or in which the Company or the Partnership prior to the
termination of this Agreement has anticipated doing future business as part of
the Partnership’s business plan disclosed to or developed by Executive prior to
such date.  Notwithstanding the above, the foregoing covenant shall
not be deemed to prohibit Executive from making an investment of not more than
five percent (5%) of the equity interests of a publicly traded Competing
Business.

    


    (ii)           Executive
further agrees that during the Non-Interference Period, he will not directly or
indirectly:  (a) solicit, entice, persuade or induce any employee,
agent or representative of the Company, or anyone who was an employee, agent or
representative of the Company upon the termination or expiration of this
Agreement, to terminate such individual’s relationship with the Company or to
become employed by any business or individual other than the Company; (b)
approach any such individual for any of the foregoing purposes; (c) authorize,
solicit or assist in the taking of such actions by any third party; or (d) hire
or retain any such individual.

    


    (c)           Executive
Breach.  In the event that during the periods described in
Sections 6(b)(i)(y) or 6(b)(i)(z) above, if Executive breaches his agreements
under this Section 6 or under Section 5 above, without waiving its rights to
enforce such agreements or to exercise other available remedies, upon such
breach the Company will be released from the obligation to pay any further
Severance Payments to Executive.

    


    7.            
Severability and
Reformation.  If any one or more of the terms, provisions,
covenants or restrictions of this Agreement shall be determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions shall remain in full force and
effect, and the invalid, void or unenforceable provisions shall be deemed
severable.  Moreover, if any one or more of the provisions contained
in this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be reformed by
limiting and reducing it to the minimum extent necessary, so as to be
enforceable to the extent compatible with the applicable law as it shall then
appear.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    8.            
Entire
Agreement.  This Agreement, along with the other documents and
agreements entered into by Executive and the Company and/or its Affiliate on the
Effective Date, sets forth the entire agreement between the parties and
supersedes any and all prior agreements or understandings, written or oral,
between the parties pertaining to the subject matter hereof.  Except
as expressly set forth in this Agreement and the other documents and agreements
entered into by Executive and the Company and/or its Affiliate on the Effective
Date, neither the parties nor their Affiliates, advisors and/or their attorneys
have made any representation or warranty, express or implied, at law or in
equity with respect of the subject matter contained herein.

    


    9.            
Notices.  All
notices and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally, mailed by certified mail (return receipt requested) or sent by
overnight delivery service, or electronic mail, or facsimile transmission (with
electronic confirmation of successful transmission) to the parties at the
following addresses or at such other addresses as shall be specified by the
parties by like notice, in order of preference of the recipient:

    


    
      	
               
      

            	
               If
      to the Company:

            	
              Genesis Energy,
  LLC

            


    

    919
Milam, Suite 2100

    Houston,
TX 77002

    Attn:  Chief
Legal Officer

    Fax:    
713/860-2640

    Email:  rbenavides@genlp.com

     

    
      	
            	
               with
      copy to Denbury at:

            	
              Denbury
      Resources Inc.

            


    

    5100
Tennyson Parkway, Suite 1200

    Plano,
TX  75024

    Attn:  Mr.
Phil Rykhoek

    Fax:    972/673-2051

    Email: phil.rykhoek@denbury.com

    


    
      	
               
      

            	
               If
      to Executive:

            	
              Robert V.
Deere

            


    

    126
Sugarberry Circle

    Houston,
TX  77024

    Email: bob.deere@genlp.com
and

    BobDeere@aol.com

    


    Notice so
given shall be deemed to be given and received, in the case of mail, on the
fifth calendar day after posting, in the case of overnight delivery service on
the date of actual delivery, in the case of electronic mail or facsimile
transmission on the date of actual transmission and, in the case of personal
delivery on the date of actual delivery.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    10.           Governing Law and
Venue.  This Agreement will be governed by and construed in
accordance with the laws of the State of Texas, without regard to any conflict
of laws rule or principle which might refer the governance or construction of
this Agreement to the laws of another jurisdiction.  Any dispute in
regard to this Agreement or arising out of its terms and conditions shall be
instituted and litigated only in Houston, Texas.

    


    11.           Executive’s
Successors.  This Agreement and all rights of Executive
hereunder shall inure to the benefit of and be enforceable by Executive’s
personal or legal representative, executors, administrators, successors, heirs,
distributees, devisees and other legatees.

    


    12.           Counterparts.  This
Agreement may be executed in counterparts, each of which will take effect as an
original, and all of which shall evidence one and the same
Agreement.

    


    13.           Amendment.  This
Agreement may be amended only in writing signed by Executive and by a duly
authorized representative of the Company (other than Executive).

    


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

    


    15.           Non-Waiver.  The
failure by either party to insist upon the performance of any one or more terms,
covenants or conditions of this Agreement shall not be construed as a waiver or
relinquishment of any right granted hereunder or of any future performance of
any such term, covenant or condition, and the obligation of either party with
respect hereto shall continue in full force and effect, unless such waiver shall
be in writing signed by the Company (other than by Executive) and
Executive.

    


    16.           Binding
Agreement.  This Agreement shall inure to the benefit of and be
binding upon Executive, his heirs and personal representatives, and the Company,
its successors and assigns.

    


    17.           Settlement of
Claims.  The Company’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, defense, recoupment, or other right which the Company may
have against Executive or others.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    18.           Indemnification.  During
the Term of this Agreement, the Company will indemnify, and advance expenses to
Executive to the same extent and subject to the same conditions under which it
may indemnify and advance expenses to its Members and/or Directors under Article
7 of the LLC Agreement.

    


    IT
IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS SECTION 18
COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE.

    


    19.           Attorneys’
Fees.  Should any litigation be commenced between the parties
hereto concerning any provision of this Agreement or the rights and duties
hereunder, the parties prevailing in such litigation shall be entitled, in
addition to such other relief as may be granted in such proceeding, to a
reasonable sum from the nonprevailing party as and for attorneys’ fees in such
litigation, which sum shall be determined in such litigation or in a separate
action for such purpose.

    


    20.           Voluntary
Agreement.  The parties have participated jointly in the
negotiation and drafting of this Agreement.  Each party to this
Agreement has read and fully understands the terms and provisions hereof, has
had an opportunity to review this Agreement with legal counsel, has executed
this Agreement based upon such party’s own judgment and advice of counsel (if
any), and knowingly, voluntarily, and without duress, agrees to all of the terms
set forth in this Agreement.  The language in all parts of this
Agreement shall be in all cases construed in accordance to its fair meaning and
not strictly for or against the Company or Executive.  If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed
as if drafted jointly by the parties and no presumption or burden of proof will
arise favoring or disfavoring any party because of authorship of any provision
of this Agreement.

    


    21.           Mitigation.  Upon
termination of this Agreement for any reason, Executive shall not be obligated
to seek other employment or take any other action by way of mitigation of
Severance Payment or other payment set forth in this Agreement, and such amounts
shall not be reduced whether or not Executive obtains other
employment.

    


    22.           Definitions.  As
used in this Agreement, the following terms have the meanings specified
below:

    


    (a)           “Accrued
Compensation” has the meaning set forth in Section 4(h)(i).

    


    (b)           “Audit
Committee” has the meaning set forth in Section 4(a)(v).

    


    (c)           “Affiliate”
means, with respect to any relevant Person, any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the relevant Person.  Notwithstanding
the foregoing, Denbury, the Company, the Partnership and their subsidiaries will
be deemed not to be Affiliates of Executive or any of his Affiliates, and vice
versa.

    


    (d)           “Agreement”
has the meaning set forth in the introductory paragraph.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    (e)           “Average
Market Capitalization” means, for any day on which Common Units are traded on a
National Securities Exchange, the quotient derived by dividing (x) by (y), where
(x) means the product of (i) the per Common Unit Closing Price applicable on
such day, multiplied by (ii) the number of issued and outstanding Common Units
as of the close of business on such day, and (y) means .979902.

    


    (f)           “Base
Salary” has the meaning set forth in Section 3(a).

    


    (g)           “Board”
has the meaning set forth in Section 1(c).

    


    (h)           “Cause”
has the meaning set forth in Section 4(a).

    


    (i)           “CFO”
has the meaning set forth in Section 1(a).

    


    (j)           “Class
A Member” has the meaning set forth in Section 4(a)(v).

    


    (k)           “Closing
Price” means, on any day the closing sales price as reported by a National
Securities Exchange on such day, provided that;

    


    (i)           if
the Common Units are not listed on a National Securities Exchange, the last
quoted price on such day for Common Units in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System (“NASDAQ”), or, if such system is no longer in use, a similar
quotation service selected by the Board; or

    


    (ii)           if
Common Units are not so quoted, the average of the last bid and ask prices for
Common Units on such day from a market-maker for Common Units selected by the
Board for this purpose.

    


    (l)           
“Code” means the United States Internal Revenue Code of 1986, as
amended.

    


    (m)           “Common
Unit” means a limited partner Common Unit of the Partnership.

    


    (n)           “Company”
has the meaning set forth in the introductory paragraph.

    


    (o)           “Competing
Business” has the meaning set forth in Section 6(b)(i).

    


    (p)           “Confidential
Information” has the meaning set forth in Section 5(a).

    


    (q)           “Continuation
Period” has the meaning set forth in Section 4(e).

    


    (r)           
“Covered Dependents” has the meaning set forth in Section 4(e).

    


    (s)           “Denbury”
means Denbury Resources Inc., a Delaware corporation.

    


    (t)           
“Disability” has the meaning set forth in Section 4(c).

    


    (u)           “Discretionary
Bonus” has the meaning set forth in Section 3(b).

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    (v)           “Effective
Date” has the meaning set forth in the introductory paragraph.

    


    (w)           “Executive”
has the meaning set forth in the introductory paragraph.

    


    (x)           
“Good Reason” has the meaning set forth in Section 4(b).

    


    (y)           “LLC
Agreement” means the Limited Liability Company Agreement of the Company dated as
of December 29, 2008 between the Company and Denbury Gathering and Marketing,
Inc., as amended by the First Amendment dated as of the date hereof and as
further amended, supplemented, restated, replaced or otherwise modified from
time to time.

    


    (z)           
“Medical Plan” has the meaning set forth in Section 4(e).

    


    (aa)          “National
Securities Exchange” means an exchange registered with the Securities and
Exchange Commission under Section 6(a) of the Securities Exchange Act of 1934,
as amended, and any successor to such statute.

    


    (bb)          “Non-Interference
Period” has the meaning set forth in Section 6(b)(i).

    


    (cc)           “Partnership”
has the meaning set forth in Recital A.

    


    (dd)         “Person”
means any individual or entity, including any corporation, partnership, limited
liability company, trust, government (or agency or other subdivision thereof) or
other association.

    


    (ee)          “Service
Separation Date” has the meaning set forth in Section 4(e).

    


    (ff)           “Severance
Payment” has the meaning set forth in Section 4(h).

    


    (gg)         “Severance
Payment Date” has the meaning set forth in Section 4(h).

    


    (hh)         “Termination
Notice” has the meaning set forth in Section 4(a).

    


    (ii)           “Trading Day” means a day on which the
principal National Securities Exchange on which the relevant Listed Units of any
class are listed or admitted to trading is open for the transaction of
business.

    


    (jj)           
“Treasury Regulation” means the regulations issued under the Code

    


    (kk)          “Unit”
means, with respect to any relevant class of equity interest, the unit of
measuring the number of such relevant securities that are outstanding, whether
designated as units, shares or otherwise.

    


     

    [signature
page follows]

     

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Company and Executive have executed this Agreement,
effective as of the day and year first above written.

    


    
      
        
          	 
      	
                  “COMPANY”

                
	 
      	
                  GENESIS
      ENERGY, LLC

                
	 
      	 
      
	 
      	
                  By:
      /s/  Ross A.
      Benavides

                
	 
      	
                  Printed
      Name: Ross A.
      Benavides

                
	 
      	
                  Title:
      General
      Counsel

                
	 
      	 
      
	 
      	
                  “EXECUTIVE”

                
	 
      	
                  ROBERT
      V. DEERE

                
	 
      	 
      
	 
      	
                  /s/ Robert V. Deere

                
	 
      	
                  126
      Sugarberry Circle

                
	 
      	
                  Houston,
      TX  77024

                


        

      

    

    


    


    Signature
Page

    Executive
Employment Agreement