**Exhibit10.1**

 

**NOTE:  I HAVE BEEN ADVISED BY A REPRESENTATIVE OFBUCKEYE PARTNERS, L.P. THAT I SHOULD CONSULT WITH AN ATTORNEY PRIOR TOSIGNING THIS DOCUMENT.**

 

**FULL WAIVER AND RELEASE OF CLAIMS**

 

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

 

2.             In connection with the terminationof my employment, I will receive the following payments from Buckeye Pipe LineServices Company:

 

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

 

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

 

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

 

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

 

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·                                          agediscrimination Claims under the federal Age Discrimination in Employment Act;

 

·                                          agediscrimination Claims under any state or local laws;

 

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

 

·                                          wrongfuldischarge Claims, tort Claims, breach of contract Claims, retaliation Claims,and defamation Claims; and

 

·                                          Claims forattorneys’ fees and costs.

 

ThisWaiver shall not apply to claims for workers’ compensation benefits orunemployment compensation benefits, nor shall it apply to any vested benefitsto which I am entitled pursuant to Buckeye Pipe Line Services Company’sRetirement and Savings Plan, Employee Stock Ownership Plan, or BenefitsEqualization Plan.

 

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

 

5.             Buckeye has not made anyrepresentations to me concerning the terms of my severance or this Waiver otherthan as set forth in this Waiver.

 

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

 

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

 

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

 

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

 

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

 

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

 

 

Ihave signed this Waiver this 8th day of May, 2009.

 

 
| Employee  Signature: | /s/Vance  E. Powers |   |
|----------------------|---------------------|--------|

 

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