Unassociated Document


    
      

    

    Exhibit
10.8

     

    Grant
Date:  December 31, 2008

     

     

    DEFERRED
COMPENSATION GRANT

     

    GENESIS
ENERGY, LLC

     

    This Grant of Deferred Compensation (“Grant”) is made effective
December 31, 2008 (“Grant
Date”) between Genesis Energy, LLC (the “Company”) and Grant E. Sims,
an officer and employee of the Company (“Participant”).

     

    WHEREAS, the Company desires
to grant Participant the opportunity to earn deferred compensation in connection
with Participant’s entry into the Limited Liability Company Agreement (the
“Agreement”) of the
Company as a Class B Member; and

     

    WHEREAS, the Company has
adopted the Genesis Energy, LLC Deferred Compensation Plan (the “Plan”) effective as of
December 31, 2008 governing the terms, conditions and provisions of the grant to
Participant of deferred compensation made under the Plan, including under this
Grant;

     

    NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties agree as follows:

     

    1.            
Grant of
Deferred Compensation.  The Company
hereby grants to Participant maximum deferred compensation of $1,007,228.54
(“Maximum Deferred Compensation
Amount”), which represents Participant’s Initial IDR Share (as defined in
the Agreement) as of the Grant Date, which is the maximum deferred compensation
which Participant is entitled to earn under the terms and conditions set forth
herein and in the Plan, including, without limitation, the vesting and other
financial requirements, employment restrictions and other conditions more
specifically set forth herein and in the Plan, subject only to Participant’s
execution of this Grant.  The Company and Participant understand and
agree that this Grant is in all respects subject to the terms, definitions and
provisions of the Plan and the Agreement, all of which are incorporated herein
by reference, except to the extent otherwise expressly provided in this Grant,
and terms not otherwise defined in this Grant or the Plan shall have the
meanings set forth in the Agreement.

     

    2.      
      Termination
for Cause.  If there is a Separation from Service of a
Participant due to Participant’s employment being terminated by the Company for
Cause, Participant will not be entitled to receive any deferred compensation
hereunder or under the Plan.

     

    3.          
  Deferred
Compensation upon Separation from Service. If there is a Separation
from Service of a Participant with the Company other than for Cause, Participant
shall be entitled to be paid, according to the distribution provisions of the
Plan, that portion of the Maximum Deferred Compensation Amount obtained by
multiplying (i) Participant’s Vesting Percentage determined under the provisions
of Section 4
below, times (ii) the lesser of (a) the Maximum Deferred Compensation Amount or
(b) Participant’s Current IDR Share as of the date of Participant’s Separation
from Service.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    4.         
   Vesting
Percentage(s).  The “Vesting
Percentage” for purposes of determining that portion of the Maximum Deferred
Compensation Amount to which Participant is entitled upon his Separation from
Service other than for Cause shall be determined as of the date of Participant’s
Separation from Service as follows:  

     

    (a)           Change of
Control.  Upon a Change of Control, as defined in the Plan, or
Separation from Service (other than due to Participant’s employment being
terminated by the Company for Cause, or a voluntary termination by Participant
of his employment other than for Good Reason) during the period beginning six
months prior to a Change of Control and ending on such Change of Control,
Participant’s Vesting Percentage shall be 100%;

     

    (b)           Participant’s
Voluntary Termination of Employment.  If Participant
voluntarily terminates his employment by the Company other than for Good Reason,
his Vesting Percentage shall be the percentage specified below based upon the
date of upon Participant’s Separation from Service:

     

    
      
        
          	
                  (i)

                	 
      	
                  Separation
      from Service prior to the 1st anniversary of the Grant
    Date:

                	 
      	
                  0%

                
	 
      	 
      	 
      	 
      	 
      
	
                  (ii)

                	 
      	
                  Separation
      from Service on or after the 1st anniversary, and prior to the 2nd
      anniversary, of the Grant Date:

                	 
      	
                  25%

                
	 
      	 
      	 
      	 
      	 
      
	
                  (iii)

                	 
      	
                  Separation
      from Service on or after the 2nd anniversary, and prior to the 3rd
      anniversary, of the Grant Date:

                	 
      	
                  50%

                
	 
      	 
      	 
      	 
      	 
      
	
                  (iv)

                	 
      	
                  Separation
      from Service on or after the 3rd anniversary, and prior to the 4th
      anniversary, of the Grant Date:

                	 
      	
                  75%

                
	 
      	 
      	 
      	 
      	 
      
	
                  (v)

                	 
      	
                  Separation
      from Service after the 4th anniversary of the Grant Date:

                	 
      	
                  100%

                


        

      

    

    


    (c)           Participant’s
Termination of Employment for Good Reason.  If Participant
voluntarily terminates his employment by the Company for Good Reason,
Participant’s Vesting Percentage shall be 100%.

     

    (d)           Other
Employment Terminations. If Participant’s employment by the Company is
terminated for any reason other than those circumstances covered by Sections 4(a), 4(b)
or 4(c) above,
his Vesting Percentage shall be that percentage determined under the provisions
of Section 4(b)
above, unless as of the date of Participant’s Separation of Service the
Participant’s Applicable IDR Percentage is in excess of 8%, in which case the
Participant’s Vesting Percentage shall be:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (i)           100%
for that portion of the Maximum Deferred Compensation Amount or Current IDR
Share, as applicable, which is attributable to the portion of Participant’s
Applicable IDR Percentage of 8%; and

     

    (ii)           determined
under the provisions of Section 4(b) above
for that portion of the Participant’s Maximum Deferred Compensation Award or
Current IDR Share, as applicable which is attributable to Participant’s
Applicable IDR Percentage in excess of 8%.

     

    5.         
   Withholding.  On the date any
amounts are paid under the terms of this Grant, the minimum withholding required
to be made by the Company shall be paid by Participant to the Company in cash,
or the Participant, in his sole discretion, may direct that the Company withhold
cash at such rate or at any rate which is in excess of the minimum withholding
rate described in the preceding sentence, but not in excess of the highest
incremental tax rate for Participant, and such additional directed withholding
will be made in the same manner as described in the first phrase of this
sentence, and shall be further subject to the provisions of Section 4.05 of the
Agreement.

     

    6.           
 No
Transfers Permitted.  The rights under
this Grant are not transferable in whole or in part by the Participant otherwise
than by will or the laws of descent and distribution, and as long as Participant
lives, only Participant or his or her guardian or legal representative shall
have the right to receive and retain Distributions or other rights under this
Grant.

     

    7.        
    No Right
To Continued Employment.  Neither the
Agreement nor this Grant shall confer upon the Participant any right with
respect to continuation of employment by the Company, or any right to provide
services to the Company, nor shall they interfere in any way with Participant’s
right to terminate employment, or the Company’s right to terminate Participant’s
employment, at any time, with or without Cause (as defined in the
Agreement).

     

    8.         
   Governing
Law.  WITHOUT LIMITATION, THIS GRANT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
TEXAS.

     

    9.           
 Binding
Effect.  This Grant shall
inure to the benefit of and be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.

     

    10.           Severability.  If any provision
of this Grant is declared or found to be illegal, unenforceable or void, in
whole or in part, the remainder of this Grant will not be affected by such
declaration or finding and each such provision not so affected will be enforced
to the fullest extent permitted by law.

     

    11.           Entire
Agreement.  This Grant, along
with the other documents and agreements entered into by the Participant and the
Company and/or its affiliates on the Grant Date, contain the entire agreement
among the parties hereto and their predecessors with respect to the subject
matter contained herein and therein, and replace and supersede all prior
discussions and communications, written or oral, among the Company, the
Participant, their respective predecessors or others, regarding compensation,
whether cash or otherwise, contemplated to be provided to the Participant or any
rights in the Company or its predecessor, contemplated to be provided to the
Participant.

     

    
      
         


      

      
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    IN WITNESS WHEREOF, the
Company has caused these presents to be executed on its behalf and its corporate
seal to be affixed hereto by its duly authorized representative and the
Participant has hereunto set his or her hand and seal, all on the day and year
first above written.

     

    Dated as
of this 31st day of
December, 2008.

     

    
      
        	 
      	
                GENESIS
      ENERGY, LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/  Ross
      A. Benavides

              
	 
      	 
      	
                Ross
      A. Benavides

              
	 
      	 
      	
                Secretary

              


      

    

    


     

    ACKNOWLEDGMENT

     

    The
undersigned hereby acknowledges (i) my receipt of this Grant, (ii) my
opportunity to review the Plan, (iii) my opportunity to discuss this Grant with
a representative of the Company, and my personal advisors, to the extent I deem
necessary or appropriate, (iv) my understanding of the terms and provisions of
the Grant and the Plan, and (v) my understanding that, by my signature below, I
am agreeing to be bound by all of the terms and provisions of this Grant and the
Plan.

     

    Dated as
of this 31st day of
December, 2008.

     

    
      
        
          	 
      	
                  PARTICIPANT

                
	 
      	 
      
	 
      	 
      
	 
      	
                  /s/ Grant E. Sims

                
	 
      	
                  Grant
      E. Sims

                


        

      

    

    


    


    [Signature
Page to Deferred Compensation Grant]