Unassociated Document


    
      

    

    Exhibit 10.5

       

    Date of
Award:  December 31, 2008

     

     

    GENESIS
ENERGY, LLC

     

    AWARD

     

    INDIVIDUAL
CLASS B INTEREST

     

    


    This AWARD of an INDIVIDUAL CLASS B
INTEREST (“Award”) is made effective
December 31, 2008 (the “Award
Date”) between
Genesis Energy, LLC (the “Company”) and Grant E. Sims, a
Class B Member of the Company (“Member”).

     

    WHEREAS, the Company desires
to award to Member the specific Award pertaining to Member’s Class B
Ownership Interest in the Company as contemplated by the Limited Liability
Company Agreement (the “Agreement”) of the Company by
and between Member, other Class B Members, the Company and Denbury
Gathering & Marketing, Inc., a Delaware corporation and sole Class A
Member of the Company; and

     

    WHEREAS, the Company and
Member understand and agree that this Award is in all respects subject to the
terms, definitions and provisions of the Agreement, all of which are
incorporated herein by reference, except to the extent otherwise expressly
provided in this Award;

     

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

     

    1.           
 Award of
Individual Class B Interest; Member’s Initial IDR Share.  The Company
hereby awards to Member an Individual Class B Interest of 38.7% on the
terms and conditions set forth in the Agreement and supplemented in this Award,
including, without limitation, the restrictions more specifically set forth
below, subject only to Member’s execution of this Award and the
Agreement.  The Member’s Initial IDR Share for all purposes under this
Agreement shall be $1,007,228.54.  Member’s Capital Account balance
(as defined in the Agreement ) shall be zero on the date of this
Award.

     

    2.         
   Base
Amount per Unit.  The Base Amount
per Unit of Member for purposes of determining Member’s Applicable IDR
Percentage under the provisions of Section 3.02(c)(3) of
the Agreement shall for all purposes under the Agreement be $0.925 per
Unit.

     

    3.           
 Change of
Control Floor Percentage.  The Change of
Control Floor Percentage of Member for purposes of determining his Redemption
Amount in the event of a Change of Control, shall be 16%.  

     

    4.            
Distributions.  Subject to the
terms, conditions and restrictions contained in the Agreement, commencing on the
Award Date, under this Award Member shall be entitled to those Distributions, if
any, distributed under the provisions of Section 4.03 of the
Agreement.  

               

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.            
Vesting
Percentage(s).  The “Vesting
Percentage” of Member for purposes of determining Member’s “Redemption Amount”
under the provisions of Section 3.02(d)(1) of
the Agreement shall be that percentage determined as of Member’s Termination
Date or Valuation Date (as defined in the Agreement, and as specified below) as
follows:

     

    (a)           Termination
for Cause.  If a Class B
Member’s employment by the Company is terminated for Cause (as defined in the
Agreement), Member’s Vesting Percentage shall be zero percent;

     

    (b)           Change of
Control.  Upon a Change of
Control, as defined in Section 3.02(e)(1) of
the Agreement, or a Termination of Member as an employee of the Company (other
than a Termination by the Company for Cause, or a voluntary Termination by
Member of his employment without Good Reason) during the period beginning six
months prior to a Change of Control and ending on such Change of Control,
Member’s Vesting Percentage as of the Valuation Date for the Change of Control
shall be 100%;

     

    (c)           Member’s
Voluntary Termination of Employment.  If Member
voluntarily terminates his employment by the Company other than for Good Reason,
Member’s Vesting Percentage shall be the percentage specified below based upon
Member’s Termination Date (as defined in the Agreement):

     

    
      
        
          
            
              
                
                  
                    	
                            (i)

                          	 	
                            Termination
      Date prior to the 1st anniversary of the Award Date:

                          	 	
                            0%

                          
	 	 	 	 	 
	
                            (ii)

                          	 	
                            Termination
      Date on or after the 1st
      anniversary, and prior to the 2nd anniversary, of the Award
      Date:

                          	 	
                            25%

                          
	 	 	 	 	 
	
                            (iii)

                          	 	
                            Termination
      Date on or after the 2nd
      anniversary, and prior to the 3rd anniversary, of the Award
      Date:

                          	 	
                            50%

                          
	 	 	 	 	 
	
                            (iv)

                          	 	
                            Termination
      Date on or after the 3rd
      anniversary, and prior to the 4th anniversary, of the Award
      Date:

                          	 	
                            75%

                          
	 	 	 	 	 
	
                            (v)

                          	 	
                            Termination
      Date after the 4th anniversary of the Award Date:

                          	 	
                            100%

                          


                  

                

              

            

          

        

      

    

     

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

     

    (e)           Other
Employment Terminations. If Member’s employment by
the Company is terminated for any reason other than those circumstances covered
by Sections 5(a),
5(b), 5(c) or 5(d) of this Award,
Member’s Vesting Percentage shall be that percentage determined under the
provisions of Section
5(c) of this Award unless as of Member’s Termination Date the Member’s
Applicable IDR Percentage (determined under the provisions of Section 3.02(c)(3) of
the Agreement) is in excess of 8%, in which case Member’s Redemption Amount
shall be calculated:

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    (i)           
 using a Vesting Percentage of 100% for that portion of the Excess Amount,
if any, which is attributable to Member’s Applicable IDR Percentage of 8%;
and

     

    (ii)          
 using a Vesting Percentage determined under the provisions of Section 5(c) of this
Award for that portion of the Excess Amount, if any, which is attributable to
Member’s Applicable IDR Percentage in excess of 8%.

     

    6.          
  Withholding. On the date any amounts are
paid under the terms of this Award, the minimum withholding, if any, required to
be made by the Company shall be paid by Member to the Company in cash, or the
Member, 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 Member, 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.

     

    7.           
 No
Transfers Permitted.  The rights under
this Award are transferable in whole or in part by the Member only as provided
in the definition of “Transfer” and Section 3.05 of the
Agreement, and so long as Member lives, only Member shall have the right to
receive and retain Distributions or other rights under this Award.

     

    8.          
  No Right
To Continued Employment.  Neither the
Agreement nor this Award shall confer upon the Member 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 Member’s right to
terminate employment, or the Company’s right to terminate Member’s employment,
at any time, with or without Cause (as defined in the Agreement).

     

    9.          
  Entire
Agreement.  This Award, along with the other documents and
agreements entered into by the Member and the Company and/or its affiliates on
the Award 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 Member, their respective predecessors or others,
regarding compensation, whether cash or otherwise, contemplated to be provided
to the Member or any rights in the Company or its predecessor, contemplated to
be provided to the Member.

     

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

     

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

     

    12.           Severability.  If any provision
of this Award is declared or found to be illegal, unenforceable or void, in
whole or in part, the remainder of this Award 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 Member
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 Award, (ii) my
opportunity to review the Agreement, (iii) my opportunity to discuss this
Award 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 Award and the Agreement, and (v) my understanding
that, by my signature below, I am agreeing to be bound by all of the terms and
provisions of this Award and the Agreement.

     

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

     

    
      
        
          
            	 
      	
                    MEMBER

                  
	 	 
	 
      	 
      
	 
      	
                    /s/ Grant E. Sims

                  
	 
      	
                    Grant
      E. Sims

                  


          

        

      

    

     

     

    [Signature
Page to Individual Class B Interest Award]