GENESIS ENERGY, L.L.C.
AMENDED AND RESTATED RESTRICTED UNIT PLAN
Genesis Energy, L.L.C., a Delaware limited liability company (the "Company"),
hereby amends and restates the Genesis Energy, L.L.C. Restricted Unit Plan (the
"Plan") effective as of the 27th day of January, 1998 (the "Effective Date")
(though the effective date of the initial Restricted Unit Plan amended hereby is
January 27, 1997).
SECTION 1. Purpose. The purpose of the Plan is to promote the interests of the
Company and Genesis Energy, L.P. ("Genesis MLP") by encouraging Key Employees to
remain with the Company by providing a means whereby such individuals may
develop a sense of proprietorship and personal involvement in the development
and financial success of Genesis MLP, and to encourage them to devote their best
efforts to the Business of Genesis MLP, thereby advancing the interests of
Genesis MLP and the Company.
SECTION 2. Definitions. As used in this Plan:
"Committee" means the Compensation Committee of the Board of Directors.
"Date of Grant" means the date specified by the Members on which a grant of
Phantom Units to a Key Employee is effective.
"Distribution" means the amount payable per unit to a holder of a Phantom Unit
pursuant to this Plan.
"Genesis MLP" means Genesis Energy, L.P.
"Genesis MLP Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Genesis MLP.
"Genesis OLP" means Genesis Crude Oil, L.P.
"Key Employee" means any individual who is a key management employee of the
Company as determined by the Members.
"MLP Common Unit" means a limited partnership interest in Genesis MLP
represented by a common unit as set forth in Genesis MLP Partnership Agreement.
"Members" means the members of the Company acting through the Committee.
"OLP Common LP Unit" means a unit representing a fractional part of the
partnership interests of all limited partners and assignees and having the
rights and obligations specified with respect to Common Units in the Amended and
Restated Agreement of Limited Partnership of Genesis OLP.
"OLP Subordinated Unit" means a unit representing a fractional part of the
limited partner partnership interests of all limited partners of Genesis OLP and
assignees of any such limited partner interest and having the rights and
obligations specified with respect to Subordinated Units in the Amended and
Restated Agreement of Limited Partnership of Genesis OLP.
"Participant" means a Key Employee who is selected by the Members to receive a
grant of Phantom Units under the Plan.
"Phantom Unit" means a notional (or phantom) unit granted under the Plan, which
upon vesting entitles the Participant to receive an MLP Common Unit.
SECTION 3. Phantom Units Available under Plan. Subject to adjustments as
provided in Section 6, the maximum number of Phantom Units that may be granted
under this Plan shall be 290,909; provided, however, any Phantom Units that are
forfeited or which expire for any reason without vesting into MLP Common Units
will again be available for grant under this Plan. MLP Common Units to be
delivered by the Company upon the vesting of Phantom Units granted under the
Plan may be MLP Common Units acquired by the Company in the open market, MLP
Common Units acquired by the Company directly from Genesis MLP, Genesis OLP or
any other person, or any combination of the foregoing.
SECTION 4. Grants of Phantom Units. The Members via the Committee, in their
discretion, may from time-to-time grant Phantom Units to any Key Employee upon
such terms and conditions as they may determine in accordance with the
following:
(a) Each grant will specify the number of Phantom Units to which it pertains.
(b) Each grant will specify the terms and conditions for the Participant to
become vested in such Phantom Units. All Phantom Units outstanding as of the
Effective Date are hereby deemed amended to vest over a three year period, with
the first one-third to vest on December 31, 1998, the second one-third to vest
on December 31, 1999, and the rest to vest on December 31, 2000. Any grants
made after January 27, 1998 shall vest on such terms as the members may
establish via the Committee. Upon vesting, each Phantom Unit entitles the
Participant to receive an MLP Common Unit.
(c) In the event of a potential merger or consolidation involving the Company,
the potential liquidation or dissolution of the Company or Genesis MLP, a
potential sale or other disposition by the Company or Genesis MLP of all or
substantially all of its assets, or a potential sale or other disposition by the
equityholders of the Company or Genesis MLP of a majority of the equity
interests of the Company or of the MLP Common Units, as applicable, to one
Purchaser or related Purchasers (any such merger, consolidation, liquidation,
dissolution, or sale being referred to herein as a "Significant Event"), then
the Company shall waive any and all restrictions on the vesting of Participants'
rights under Phantom Units granted pursuant to this Plan, and Participants'
rights under their respective Phantom Units shall vest in full, subject to the
actual occurrence of the Significant Event.
(d) Each grant will be evidenced by an agreement executed on behalf of the
Company by an authorized officer and delivered to and accepted by the
Participant and shall contain such terms and provisions, consistent with this
Plan, as the Members may approve with respect to such grant.
(e) All Phantom Units that have vested and been converted into MLP Common Units
must be held for one year by the recipient. The Company, will retain possession
of such MLP Common Units on behalf of the Participant until the expiration of
such year. Upon the occurrence of a Significant Event (as defined in Section
4(c)), in which case all restrictions on MLP Common Units shall terminate,
including those described in this Section.
(f) The Committee will make loans available to Participants on terms to be
determined by the Committee to assist Participants in paying any tax liabilities
arising from the grant or the vesting of Phantom Units.
(g) All Phantom Units outstanding as of the Effective Date are hereby deemed
amended to reflect the terms of the Plan, as amended and restated.
SECTION 5. Transferability. No Phantom Units granted under this Plan shall be
transferable by a Participant other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order.
SECTION 6. Adjustments. In the event that (i) any change is made to the MLP
Common Units deliverable under the Plan or (ii) Genesis MLP makes any
distribution of cash, MLP Common Units or other property to unitholders which
results from the sale or disposition of a major asset or separate operating
division of Genesis MLP or any other extraordinary event and, in the judgment of
the Members, such change or distribution would significantly dilute the rights
of Participants hereunder, then the Members may make appropriate adjustments in
the maximum number of Phantom Units deliverable under the Plan and may make
appropriate adjustments to each outstanding Phantom Unit. The adjustments
determined by the Members shall be final, binding and conclusive.
SECTION 7. No Fractional Units. The Company will not be required to
deliver any fractional MLP Common Units pursuant to this Plan. The Committee,
in its discretion, may provide for the elimination of fractions or for the
settlement of fractions in cash.
SECTION 8. Withholding of Taxes. To the extent that the Company is
required to withhold any taxes in connection with any grant or payment made to a
Participant or any other person under this Plan, it will be a condition to the
receipt of such payment that the Participant or such other person make
arrangements satisfactory to the Company for the payment of the balance of such
taxes required or requested to be withheld, which arrangements in the discretion
the Members may include the relinquishment of a portion of each person's
Distribution payment.
SECTION 9. Distribution Payment.. Company shall distribute to holders
of Phantom Units hereunder on a quarterly basis a distribution per Phantom Unit
equal to the quarterly distribution on each Subordinated Unit. Said payment
shall be made at the same time and in the same manner as the distributions on
the Subordinated Units.
SECTION 10. Compliance with Securities Laws. Notwithstanding anything
herein or in any other agreement to the contrary, Genesis MLP shall not be
obligated to sell or issue any MLP Common Units to the Company under the Plan
unless and until Genesis MLP is satisfied that such sale or issuance complies
with (i) all applicable requirements of the securities exchange on which the MLP
Common Units are traded (or the governing body of the principal market in which
such MLP Common Units are traded, if such MLP Common Units are not then listed
on an exchange), (ii) all applicable provisions of the 1933 Act and (iii) all
other laws or regulations by which Genesis MLP is bound or to which Genesis MLP
is subject. The Company acknowledges that, as the general partner of Genesis
MLP, it is an affiliate of Genesis MLP under the securities laws and it shall
comply with such laws and obligations of Genesis MLP relating thereto as if they
were directly applicable to the Company.
SECTION 11 Administration of the Plan. (a) This Plan will be directed
by the Members and administered by the Committee which at all times will consist
entirely of directors appointed by the Members of the Company. A majority of
the Committee will constitute a quorum, and the action of the members of the
Committee present at any meeting at which a quorum is present, or acts
unanimously approved in writing, will be the acts of the Committee.
(b) Subject to the terms of the Plan and applicable law, the Members shall
have the sole power, authority and discretion to: (i) designate the Key
Employees who are to be Participants; (ii) determine the number of Phantom Units
to be granted to a Key Employee; (iii) determine the terms and conditions of any
grant of Phantom Units to a Key Employee; (iv) interpret, construe and
administer the Plan and any instrument or agreement relating to Phantom Units
granted under the Plan; (v) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration if the Plan; (vi) make a determination as to the right of any
person to receive payment of (or with respect to) Phantom Units; and (vii) make
any other determinations and take any other actions that the Members deem
necessary or desirable for the administration of the Plan.
(c) The Members may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan or any Phantom Unit grant in the manner and to the
extent it shall deem desirable in the establishment or administration of the
Plan.
SECTION 12. Conditional Grants. All grants of Phantom Units are
conditional and subject to the following conditions, as well as special
conditions set forth in the grant:
(a) The employee awarded a grant of Phantom Units must be employed by the
Company at the time the Phantom Units vest to MLP Common Units and, prior to
such vesting, at the time any Distribution is declared, in order to receive the
MLP Common Units and/or any Distribution, as applicable. An employee who is
awarded Phantom Units but who either terminates his/her employment with the
Company or is terminated by the Company (including as the result of death or
disability) forfeits his/her right to the unvested Phantom Units and any
subsequent Distribution unless the Board of Directors make a special
dispensation or as is otherwise set forth in a written employment agreement with
such employee; provided, however, that if an employee is terminated without
cause in violation of a written employment agreement between the Company and
such employee, then none of the Phantom Units shall be forfeited and they will
vest and convert into MLP Common Units immediately without any restrictions,
including the restrictions in Section 4(e).
(b) The award of Phantom Units may be subject to additional conditions as
set forth in the specific Grant Agreement.
( c ) To the extent the provisions of a Grant Agreement or a written
employment agreement are inconsistent with the provisions of the Plan, such
provisions of the Grant Agreement or the employment agreement shall control.
SECTION 13. Amendments, Termination, Etc. (a) The Plan may be amended from
time-to-time by the Company; provided, however, that no change in any
outstanding grant may be made that would impair the rights of the Participant
without the consent of such Participant, and further, during the Subordination
Period (as defined in the OLP Partnership Agreement), no amendment will be made
without the approval of a majority of the Unitholders that would increase the
total number of MLP Common Units available for grants under the Plan.
(b) The Plan will not confer upon any Participant any right with respect
to continuance of employment or other service with the Company, Genesis MLP or
Genesis OLP, nor will it interfere in any way with any right the Company,
Genesis MLP or Genesis OLP would otherwise have to terminate such Participant's
employment or other service at any time.
(c) No grants may be made under the Plan following the 10th anniversary of
its effective date; however, the Company in its discretion may terminate the
Plan at any earlier time with respect to any MLP Common Units for which a grant
has not heretofore been made.
SECTION 14. Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with applicable Federal law, and to the extent not preempted thereby,
with the laws of the State of Delaware.
SECTION 15. Effective Date. The effective date of this plan shall be
January 21, 1997; provided however, that the effective date of the amendments
reflected in this amended and restated plan shall be January 27, 1998.
