Unassociated Document


    
      
        

      
Exhibit 10.27

     

    
      AMENDMENT
TO THE GENESIS ENERGY

      SEVERANCE
PROTECTION PLAN

      


      This
Amendment to the Genesis Energy Severance Protection Plan (the “Plan”),
made pursuant to the right to amend reserved in Sections 8.2 and 8.3 of the
Plan, amends the Plan effective as of December 31, 2008 as follows.

      


      
        	
                 
      

              	
                1.

              	
                Section
      2.12 is hereby amended in its entirety to read as
  follows:

              


      

      


      Section
2.12 Good Reason.  “Good Reason” shall mean the occurrence of any of
the following events or conditions without the Participant’s
consent:

      


      (a) a
material reduction of the Participant’s status, title, position or
responsibilities (including reporting responsibilities) as in effect immediately
prior thereto; the assignment to the Participant of any duties or
responsibilities which are materially inconsistent with such status, title,
position or responsibilities; or any removal of the Participant from, or failure
to reappoint or reelect him to, any such position with the Employer, including,
but not limited to corporate officer positions or positions as a member of the
Investment Committee, except in connection with the termination of his
employment for Cause or by the Participant other than for Good
Reason;

      


      (b) a
material reduction in the Participant’s Base Salary, as such base salary may be
increased from time to time thereafter, or a material reduction in the aggregate
compensation and benefits (in terms of benefit levels and/or reward
opportunities) provided for under the employee benefit plans, programs and
practice as in effect immediately prior to the Change in Control (or as in
effect following the Change in Control, if greater), including, but not limited
to, any stock option plan, stock purchase plan, pension plan, life insurance
plan, stock appreciation plan, phantom rights plan, health and accident plan or
disability plan;

      


      (c) the
Employer’s requiring the Participant (without the consent of the Participant) to
be based at any place outside a twenty-five (25) mile radius of his place of
employment immediately prior to a Change in Control, except for reasonably
required travel on the Employer’s business which is not materially greater than
such travel requirements prior to the Change in Control, or, in the event the
Participant consents to any relocation beyond such 25 mile radius, the material
failure by the Employer to pay (or reimburse the Participant) for all reasonable
moving expenses incurred by him relating to a change of his principal residence
in connection with such relocation and to indemnify the Participant against any
material loss (defined as the difference between the actual sale price of such
residence and the higher of (i) his aggregate investment in such residence or
(ii) the fair market value of such residence as determined by a real estate
appraiser designated by the Participant and reasonably satisfactory to the
Employer) realized on the sale of the Participant’s principal residence in
connection with any such change of residence;


      
        
           


        

        
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      (d) any
material breach by the Employer of any provision of this Plan;

      


      (e) any
purported termination of the Participant’s employment for Cause by the Employer
which does not otherwise comply with the terms of this Plan; or

      


      (f) in
the case of a Change in Control pursuant to Section 2.7(d), for any Participant
who continues employment with the successor to all or substantially all of the
business and/or assets of the Company, the failure of the Company to obtain the
assumption of, or the agreement to perform, this Agreement by the purchaser or
purchasers of the Company’s business or assets as contemplated in Article
VII.

      


      
        	
                 
      

              	
                2.

              	
                Section
      2.24 is hereby amended in its entirety to read as
  follows:

              


      

      


      Section
2.24 Termination Date.  In the case of the Participant’s death, the
Participant’s Termination Date shall be his date of death.  In all
other cases, the Participant’s Termination Date is the date on which the
Participant has a termination of employment that constitutes a “separation from
service” as defined in Section Treas. Reg. § 1.409A-1(h)(1).  To the
extent required by Section 409A of the Code, a reference in this Plan to a
“termination of employment,” “employment termination” or similar term will be
treated as a reference to a “separation from service,” as defined in Treas. Reg.
§ 1.409A-1(h)(1), with the Company and its entire controlled group (within the
meaning of Code Sections 414(b) and (c)).  The Notice of Termination
will specify the intended Termination Date for the Participant subject to the
following:

      


      (a) If
the Participant's employment is terminated by the Employer for Cause, the date
specified in the Notice of Termination shall be at least thirty (30) days from
the date the Notice of Termination is given to the Participant; and

      


      (b) If
the Participant terminates his employment for Good Reason, the date specified in
the Notice of Termination shall be at least thirty (30), but not be more than
sixty (60), days from the date the Notice of Termination is given to the
Employer.


      
        
           


        

        
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                3.

              	
                Section
      3.1 is hereby amended in its entirety to read as
  follows:

              


      

      


      Section
3.1 Participation.  Once a person, other than a person who could
become entitled to severance benefits under an employment agreement or other
arrangement with the Company, Partnership or any Subsidiary, is employed by
their Employer, he or she will automatically become a Participant in the
Plan.  In no event may a person who is a party to an agreement with or
covered by another plan or arrangement of the Company, Partnership or any
Subsidiary that provides severance benefits become a Participant in the
Plan.

      


      
        	
                 
      

              	
                4.

              	
                Section
      4.1(a) is hereby amended in its entirety to read as
    follows:

              


      

      


      (a) After
a Change in Control has occurred, a Participant will be entitled to receive from
the Employer a Severance Benefit in the amount provided in Sections 4.2 and 4.3
if his employment is terminated during the period beginning six months prior to
a Change in Control and ending on the second anniversary of the Change in
Control, for any reason other than (i) termination by the Employer for Cause or
(ii) termination by the Participant for other than Good Reason.  For
purposes of this Plan, a Participant’s termination of employment will not be for
Good Reason unless (I) the Participant has delivered a written Notice of
Termination to the Employer describing in reasonable detail the occurrence or
existence of any condition claimed to provide a basis for included within the
definition of Good Reason under Section 2.12 within ninety (90) days of the
initial occurrence or existence of the condition, (II) the Employer fails to
remedy the condition on or before the thirtieth (30th) day
following its receipt of such written notice, and (III) the Participant’s
Termination Date occurs within two (2)-years following the initial occurrence,
without the Participant’s consent, of any condition included within the
definition of Good Reason under Section 2.12.

      


      
        	
                 
      

              	
                5.

              	
                Section
      4.3(b) is hereby amended by replacing the third sentence thereof with the
      following:

              


      

      


      The
Employer also shall pay a lump sum equal to the amount of any additional income
tax payable by the Participant and attributable to the benefits provided under
subparagraph (a) of this Section, including any additional income tax resulting
from the Employer’s payment of income tax pursuant to this subparagraph (b) of
this Section, at the time any such tax is imposed upon the Participant, such
that the Participant will be in the same economic position as if the benefits
provided under subparagraph (a) were not includable in the Participant’s gross
income.


      
        
           


        

        
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                6.

              	
                Section
      4.6 is hereby amended by deleting the second and third sentences thereof,
      to read in its entirety as follows:

              


      

      


      Section
4.6 Agreement to Plan.  By acceptance of any Severance Benefit from
the Plan, the Participant shall be deemed to have agreed to adhere to all terms
of the Plan.

      


      
        	
                 
      

              	
                7.

              	
                Article
      VI is hereby amended by adding a new Section 6.5 thereto to read as
      follows:

              


      

      


      Section
6.5 Payment Deadline.  Notwithstanding anything in this Plan to the
contrary, the Company shall pay the full amount of any Gross-Up Payment due
pursuant to Section 6.1 and of any Underpayment due pursuant to Section 6.2 by
the end of the Officer’s tax year next following the tax year in which the
Officer remits the related taxes to the applicable taxing authority, and shall
pay any reimbursement due to the Officer pursuant to Section 6.3(d) no later
than the end of the Officer’s tax year next following the tax year in which the
taxes that are the subject of such contest are remitted to the IRS or other
applicable taxing authority, or where as a result of the audit or contest no
taxes are remitted, the end of the Officer’s tax year next following the tax
year in which the audit is completed or there is a final and nonappealable
settlement or other resolution of the contest.

      


      
        	
                 
      

              	
                8.

              	
                Section
      12.1 is hereby amended in its entirety to read as
  follows:

              


      

      


      Section
12.1 Participant’s Legal Expenses.  The Company agrees to pay, upon
written demand therefor by the Participant, fifty percent (50%) of all legal
fees and expenses which the Participant may reasonably incur during the
Participant’s lifetime in order to collect amounts to be paid or obtain benefits
to be provided to such Participant under the Plan, plus in each case interest at
the “applicable Federal rate” (as defined in Section 1274(d) of the
Code).  In any such action brought by a Participant for damages or to
enforce any provisions hereof, he shall be entitled to seek both legal and
equitable relief and remedies, including, without limitation, specific
performance of the Company’s obligations hereunder, in his sole
discretion.  However, in any instance where a Participant receives, as
the result of a final, nonappealable judgment of a court of competent
jurisdiction or a mutually agreed upon settlement with the Company, Severance
Benefits greater than those first offered by the Company or its successor to the
Participant, then the Company shall pay one hundred percent (100%) of all such
legal fees and expenses incurred by the Participant during the Participant’s
lifetime.  The amount of expenses eligible for payment or
reimbursement under this Section 12.1 during any taxable year of the Participant
will not affect the expenses eligible for payment or reimbursement in any other
taxable year, and the Participant’s right to payment or reimbursement of legal
expenses is not subject to liquidation or exchange for any other
benefit.  Notwithstanding anything in this Section 12.1 to the
contrary, in no event will the reimbursement of any eligible legal expense be
made after the last day of the Participant’s taxable year following the taxable
year in which the Participant incurred the expense.


      
        
           


        

        
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                9.

              	
                Section
      12.10 is hereby amended in its entirety to read as
  follows:

              


      

      


      Section
12.10 Section 409A of the Code.  This Plan is intended to comply with
Code Section 409A and the regulations and other interpretive guidance issued
thereunder, and will be interpreted accordingly.  Articles IV and VI
and this Plan will be administered and interpreted to maximize the short-term
deferral exemption to Code Section 409A, and Participants are not permitted,
directly or indirectly, to designate the taxable year of a payment made under
this Plan.  The portion of any payment under this Plan that is paid
within the short-term deferral period (as defined in Treas. Reg. §
1.409A-1(b)(4)) will be treated as a short-term deferral and not aggregated with
other plans or payments.  Any other portion of the payment that does
not meet the short-term deferral requirement will, to the maximum extent
possible, be deemed to satisfy the exception from Code Section 409A provided
under Treas. Reg. § 1.409A-1(b)(9)(iii) for involuntary separation pay and will
not be aggregated with any other payment.  Payment dates provided for
in this Plan are deemed to incorporate “grace periods” within the meaning of
Code Section 409A.  For purposes of Code Section 409A, any right to a
series of installment payments under this Plan will be treated as a right to a
series of separate payments.  Any amount that is paid under this Plan
as a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4), or
within the separation pay limit under Treas. Reg. § 1.409A-1(b)(9)(iii)(A) will
be treated as a separate payment.

      


      
        	
              	
                10.

              	
                Except
      as set forth above, all other provisions of the Plan are
      unchanged.

              


      

      


      [Execution
page follows]


      
        
           


        

        
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      IN
WITNESS WHEREOF, Genesis Energy, Inc. has caused this Amendment to be executed
by its duly authorized officer on this 31st day of December, 2008.

      


      


      
        
          
            
              	 
      	
                      By:

                    	
                      /s/  Ross
      A. Benavides

                    
	 
      	
                      Name:

                    	
                      Ross A. Benavides

                    
	 
      	
                      Title:

                    	
                      General
Counsel

                    


            

          

        

      

       

       

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