ex10_24.htm


    
      

    

    Exhibit
10.24

    


    


    GENESIS
ENERGY, INC.

    FIRST
AMENDED AND RESTATED

    STOCK
APPRECIATION RIGHTS PLAN

    


    Section
1

    Purpose

    


    The
purpose of the Stock Appreciation Rights Plan (the "Plan") is to advance the
interests of Genesis Energy, Inc. (the "Company") and its affiliates and owners
by providing performance incentives to employees and Directors of the Company
whose present and potential contributions are important to the continued success
of the Company. The Plan is intended to enable the Company to attract and retain
highly qualified persons for the successful conduct of its
business.  These objectives are intended to be effected by creating a
sense of equity participation in the Company through the sharing of the
appreciation in the unit price of Genesis Energy, L.P.(“GEL”) Common
Units.  Definitions for certain terms are contained in Section 14
below.

    


    Section
2

    Eligibility

    


    In order
to be eligible for and receive an allocation of Units granted under Section 4
below for a Plan Year, the Participant must be a regular, full-time active
employee, not on probation, or a Director of the Company on the date of the
allocation of Units.

    


    Section
3

    Administration of the
Plan

    


    The Plan
shall be administered by the Compensation Committee of the Board of Directors of
the Company (hereinafter referred to as the "Committee").  The
Committee shall have full discretion and authority to administer the
Plan.  Any interpretation by the Committee of the terms and conditions
of the Plan shall be final.  The Plan shall be operated on a calendar
year.


    


    Section
4

    Stock Appreciation
Rights

    


    (a)           Stock
Appreciation Rights (the "Units") will be allocated to the accounts (the
"Accounts") of the Plan participants (the "Participants") in a manner determined
by the Committee in its full discretion.

    


    (b)           The
total number of Units authorized for allocation to the Participants in the Plan
each year shall be determined by the Committee in its full
discretion.

    


    (c)           For
each year, the Committee shall determine, in its full discretion, the grant date
for the allocation of Units among the eligible Participants in the
Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           The
Committee shall determine, in its full discretion, a prescribed formula for
allocating Units to new employees of the Company.

    


    
      (d)           Each
Unit shall have a term of 10 years (i.e., 120 months) from the grant
date.

    

    


    (e)           At
the time a Unit is allocated to each Participant, the Committee will assign a
strike price to the Unit, referenced to the market price of GEL units at that
time, as determined by the Committee in its full discretion.

    


    Section
5

    Vesting and
Forfeiture

    


    Each
Participant will have a vested percentage of the Units allocated to that
Participant's Account determined as follows:

    


    2003
Grant:

    


    The Units
allocated in 2003 and Units allocated to new employees pursuant to Section 4(d)
will vest 25 percent per year for each full year of service from January 1,
2004.  Therefore, each Participant receiving an allocation of Units
for 2003 will become 100 percent fully vested in such Units if such Participant
remains in continuous full-time employment with the Company through December 31,
2007.  This can be summarized as follows:

    


    
      
        
          
            
              	
                      Continuous Full-Time Employment
      Through

                    	 
      	
                      Vested Percentage

                    
	
                      December
      31, 2004

                    	 
      	
                      25%

                    
	
                      December
      31, 2005

                    	 
      	
                      50%

                    
	
                      December
      31, 2006

                    	 
      	
                      75%

                    
	
                      December
      31, 2007

                    	 
      	
                      100%

                    


            

          

        

      

    

    


    2004 through
2008:

    


    The Units
allocated in 2004 and each year thereafter through December 31, 2008 will remain
unvested for the first three years and then become 100 percent fully vested to a
Participant, if such Participant remains in continuous full-time employment with
the Company through December 31 of the fourth calendar year following the year
of allocation.  In the case of the 2004 allocated Units, a qualified
Participant will become fully vested on December 31, 2008.  This can
be summarized as follows:

    


    
      
        
          
            
              	
                      Continuous Full-Time Employment
      Through

                    	 
      	
                      Vested Percentage

                    
	
                      December
      31, 2005

                    	 
      	
                          0%

                    
	
                      December
      31, 2006

                    	 
      	
                          0%

                    
	
                      December
      31, 2007

                    	 
      	
                          0%

                    
	
                      December
      31, 2008

                    	 
      	
                      100%

                    


            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    2009 and Later
Grants:

    


    The Units
allocated in 2009 and Units allocated to new employees pursuant to Section 4(d)
after December 31, 2008 will vest 25 percent per year for each full year of
service from the date of grant.  Therefore, each Participant receiving
an allocation of Units for 2009 will become 100 percent fully vested in such
Units if such Participant remains in continuous full-time employment with the
Company through the anniversary date of the grant in 2013.  Assuming a
grant date of February 24, 2009, this can be summarized as follows:

    


    
      
        
          
            
              	
                      Continuous Full-Time Employment
      Through

                    	 
      	
                      Vested Percentage

                    
	
                      February
      24, 2010

                    	 
      	
                      25%

                    
	
                      February
      24, 2011

                    	 
      	
                      50%

                    
	
                      February
      24, 2012

                    	 
      	
                      75%

                    
	
                      February
      24, 2013

                    	 
      	
                      100%

                    


            

          

        

      

    

    


    


    If a
Participant terminates employment for any reason other than death, Disability or
Normal Retirement, the Participant will forfeit the nonvested Units in his or
her Account.  Units forfeited in a Plan Year by any Participant will
totally lapse and expire and will not become part of a pool of Units to be
allocated to other Participants.

    


    If a
Participant terminates employment due to death, Disability or Normal Retirement,
all Units allocated to such Participant's Account shall become fully
vested.  If a Participant is terminated for any reason within one year
after the effective date of a Change in Control, all Units allocated to such
Participant’s Account shall become fully vested.

    


    Section
6

    Exercise and
Distributions

    


    Each
Participant who has a vested Account balance under the Plan shall be entitled to
exercise its Units to receive a cash payment as follows:

    


    After a
Unit has vested, during the Unit's term, the Participant may exercise any number
of the Participant's vested Units by filing the prescribed form with the
Committee.  As soon as administratively feasible following such
exercise, the Participant shall be paid in cash, a lump sum amount equal to the
excess of the average closing market price of GEL units as traded on the
American Stock Exchange for the ten (10) trading days preceding the date of
exercise over the strike price of the exercised Unit.  The cash
payment to each Participant upon exercise of a Unit shall be net of any
applicable withholding taxes required by law.

    


    If the
Committee determines, in its full discretion, that it would cause significant
financial harm to the Company to make cash payments to Participants who have
exercised Units under the Plan as soon as feasible following such exercise, the
Committee may authorize deferring such payments until such time as it
determines, in its full discretion, that it would not cause significant
financial harm to the Company to make such deferred cash
payments.  All deferred cash payments shall be made to the
Participants in the order in which such Units were exercised.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    If upon
the expiration of a Unit's term, the Participant has not terminated employment
from and remains an employee of the Company, the Unit shall be deemed exercised
as of the date of the Unit's expiration and cash payment shall be made as
provided in this Section 6.

    


    In the
event of a Participant's termination of employment for any reason other than
death, Disability or Normal Retirement, prior to exercise of all the
Participant's vested Units, any remaining vested but unexercised Units must be
exercised within 3 months following the Participant's termination of employment,
after which time such Units shall lapse and expire and no longer be available
for either future allocation under the Plan or exercise by any
Participant.

    


    In the
event of a Participant’s termination of employment due to death, Disability or
Normal Retirement prior to the exercise of all of the Participant’s vested
units, any remaining vested but unexercised Units must be exercised within 12
months following the Participant's termination of employment.  If such
Participant’s has not exercised such Units within 12 months following the
Participant's termination of employment, such Units shall be deemed exercised as
of the date 12 months following the Participant's termination of employment and
cash payments shall be made as provided in this Section 6.

    


    In the
event of a Participant's death prior to exercise of all the Participant's vested
Units, any further exercise shall be made by the Participant's designated
beneficiary on file with the Committee.  If no such designation is on
file or the beneficiary (or beneficiaries) designated therein does not survive
the Participant, the exercise shall be made by the Participant's surviving
spouse, or if none, by the trustee of the Participant's estate.  A
Participant may submit to the Committee on the form prescribed therefor, the
beneficiary or beneficiaries designated by the Participant to exercise the
vested Units.  A Participant may update and supersede a prior
beneficiary designation with a later one, which shall be controlling under the
Plan if received by the Committee prior to the Participant's
death.  Divorce shall automatically revoke a beneficiary designation
of the divorced spouse.

    


    Section
7

    No Rights as L.P. Unit
Holders

    


    The Units
under this Plan shall not carry any rights of a common unit of
GEL.  The Participants under this Plan shall have no rights whatsoever
as a unit holder of GEL with respect to any
Units under this Plan including but not limited to any right to vote or receive
distributions of any kind with respect to such Units.  No amount shall
be added to or credited to the account of any Participant pursuant to this Plan
based on or because of any distribution made to the unit holders of
GEL.


    
      
         


      

      
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    Section
8

    Employment

    


    Nothing
in this Plan shall be deemed to grant any right of continued employment to a
Participant or to limit or waive any rights of the Company to terminate such
employment at any time, with or without cause.

    


    Section
9

    Nonassignability of
Units

    


    The
Participant's rights to any Units, any cash payment from the Plan, or any
other interest of the Participant under this Plan shall not be subject to
assignment, alienation, pledge, attachment, foreclosure or any other form of
transfer except in the case of death for transfers of the right to receive
payment for Units by a Participant's will or under the laws of descent and
distribution, or except for domestic relations orders determined by the
Committee to be of a qualified nature similar to the rules under the Company's
qualified 401(k) retirement savings plan.  The Company shall have no
obligation to make payments under this Plan to any person other than the
Participant (or designated beneficiary), unless directed to by a court of
competent jurisdiction.

    


    Section
10

    No Trust
Fund

    


    Participants
under the Plan shall have no interest in any fund or specific asset of the
Company, GEL or any other affiliate or subsidiary of the Company or
GEL.  No trust fund shall be created in connection with the Plan or
any Units, and there shall be no advanced funding of any amounts that may become
payable under the Plan.

    


    Section
11

    Adjustments in the Event of
Changes in the

    Capital Structure or
Reorganization--Anti-Dilution

    


    Changes in Capital
Structure. - The Board shall make appropriate equitable adjustments to
protect the Participants or the Company from any adverse financial impact which
might result as a consequence of common unit splits or other changes in
GEL’s capital
structure.

     

    Section
12

    Amendment and
Termination

    


    The Board
shall have the sole right at any time to terminate or amend the Plan or any part
thereof except that any termination or amendment of the Plan shall not
materially reduce the benefits that have previously accrued to Participants, or
have the effect of reducing a Participant's benefit with respect to any vested
Units then allocated to such Participant's Account.

    


    Upon a
Plan termination, each Participant who has not yet terminated employment shall
become fully vested in the Units in his Account and shall be entitled to a cash
lump sum of the exercise value of such Units (as determined in conformity with
Section 6 above) as soon as administratively feasible following the Plan
termination.


    
      
         


      

      
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    Section
13

    Miscellaneous

    


    (a)                   
   Expenses of the Plan.
- Any expenses incurred in connection with the administration of the Plan shall
be paid by the Company.

    


     

    (b)                      Tax Withholding. -
The Company shall deduct from any payments to a Participant or beneficiary under
the Plan any taxes required by law to be withheld with respect to such
payments.

    


     

    (c)                  
    Applicable Law. - The
terms and provisions of the Plan shall be construed in accordance with the law
of the State of Texas, except to the extent preempted by federal
law.

    


     

    (d)                   
   ERISA. - This Plan is
not intended to be a pension plan under ERISA.


     

    Section
14

    Definitions

    


    (a)           "Account"
means the account maintained for each Participant in the Plan reflecting the
number of Units allocated to such Participant in accordance with Section 4
above, vested status of such Units, and any other information necessary to
properly administer the rights of the Participants.

    


     

    (b)           "Company"
for purposes of this Plan shall, unless the Committee determines otherwise,
include its affiliates and GEL.

    


     

    (c)           “Change
in Control” shall be deemed to have occurred on the earliest of the following
dates:

    


     

    (i)           The
date any entity or person (including a “group” within the meaning of Section
13(d)(3) of the Securities Act of 1934, or any comparable successor provisions),
other than the owners of the Company at the time this Plan is adopted, shall
have become the beneficial owners of, or shall have obtained voting control
over, fifty percent (50%) or more of the then outstanding shares of the Company;
or

    


     

    (ii)           The
closing date of any transaction to sell or otherwise dispose of substantially
all of the assets of GEL or to merge or consolidate GEL with or into another
partnership or corporation, in which GEL is not the continuing or surviving
partnership or corporation, or pursuant to which any common units of GEL would
be converted into cash, securities or other property of another partnership or
corporation.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (d)           "Disability"
means that the Participant satisfies the requirements for benefits under the
Company’s long-term disability plan.

    


     

    (e)           "Normal
Retirement" means that the sum of Participant’s age and years of service with
the Company equals or exceeds 75 years at the time the Participant terminates
employment.

    


    (f)           "Plan
Year" means a calendar year.

    


    (g)           "Units"
means the stock appreciation rights or phantom units granted and allocated to
the Participants under this Plan.

    


    Section
15

    Effective
Date

    


    Effective Date. - The
effective date of this Amended and Restated Plan is February 24,
2009.

     

     

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