CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL
RELEASE
This Confidential Severance Agreement and General Release
(“Agreement”), is made and entered into by and between
the undersigned individual Brad N. Graves (“Graves” or
“you”) and Genesis Energy, Inc. (the
“Company”), Grant E. Sims (“Sims”), and
Joseph A. Blount, Jr. (“Blount”) (the signatories to
this Agreement will be referred to collectively as the
“Parties,” and the Parties other than you are the
“Other Parties”) as follows:
WHEREAS, Sims, Blount and you were negotiating the definitive terms
and conditions pursuant to which (i) the Company and its affiliates
would, under certain circumstances, compensate a management team
led by Sims (and to include you initially) for services rendered to
the Company, and (ii) how, and under what circumstances, Sims,
Blount, you and any other members of that management team
potentially might share such compensation;
WHEREAS , the Company employed you as Executive
Vice President since on or about August 8, 2006;
WHEREAS , the Company terminated your employment
on or about November 26, 2007;
WHEREAS ,
the Parties desire to amicably sever the employment and other
business relationships that existed between them;
WHEREAS ,
in consideration of the services rendered by you and the additional
undertakings provided for herein, the Other Parties have agreed to
compensate you by having the Company provide the severance
compensation described in this Agreement;
WHEREAS ,
the Parties have agreed, without any Party admitting liability of
any kind, to enter into this Agreement pursuant to which each and
every claim and/or cause of action asserted or which could have
been asserted by you against the Company, Sims, Blount and any of
their affiliates will be forever and finally released;
and
WHEREAS ,
the Parties have read and understand the terms and provisions of
this Agreement, and desire and intend to be bound by the terms and
provisions of this Agreement applicable to such Party.
NOW, THEREFORE ,
in consideration of the covenants and mutual promises and
agreements herein contained, and other valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1.
Release and Waiver Agreement .
The
Parties acknowledge
and understand that this Agreement is a mutual
release
and waiver contract and that this document is legally binding. You
and the Other Parties understand that by signing this Agreement,
each Party has read and understood each provision and is agreeing
to all of the provisions set forth in the Agreement applicable to
such Party.
2.
Claims Covered by Agreement .
You and the Other Parties acknowledge and understand that this
Agreement applies only to claims which accrue or have accrued prior
to the date this Agreement is executed by you and the Other
Parties.
3.
Termination of Employment and Other
Arrangements .
Your employment with the Company, and any other arrangement
(including claims of ownership of any equity interest in any
entity) you may have had with any Other Party or their affiliates,
is terminated effective November 26,
2007.
4.
Severance Benefits .
In exchange for the promises you make in this Agreement, the
Company covenants and agrees to pay you severance compensation in
the lump sum amount of Two
Million One Hundred Thousand and no/100 Dollars ($2,100,000) (the
“Severance Compensation”). The
Company’s payment of this Severance Compensation is made in
connection with the severance of services and is subject to
applicable federal, state, and local taxes and withholding. The
Company and Graves agree to
file all tax returns consistent with the agreement that such
payment is made in connection with the severance of
services. This
Severance Compensation is above and beyond any compensation owed to
you separate and apart from this Agreement, whether in connection
with your employment with the Company, your arrangement with
Sims,
Blount or any Other Party Releasee (defined below) or
otherwise.
You
will also receive continued
paid medical
and dental coverage for you and your dependents, at no cost to
you, under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (“COBRA”) for 18 month(s) in the amount of
$1,014.00 per month, provided that you make a valid COBRA
election. In the event you become eligible for coverage as a
participant or beneficiary in an employee welfare benefit plan
of another company at any time during the 18 month period
following execution of this Agreement, the Company's
obligation to pay monthly COBRA premiums for you shall cease.
You agree to notify the Company immediately upon becoming
eligible to participate (as participant or beneficiary) in
another company's benefit plan. Employee welfare benefit plan
as used herein includes but is not limited to benefit plans
providing coverage for medical, dental, and other healthcare
related expenses.
You acknowledge that this Severance Compensation and continued
medical and dental coverage are in addition to any monies or
benefits to which you were already entitled. The Severance
Compensation will be paid to you on the first business day
following the expiration of the seven day (7) revocation period for
this Agreement described in Paragraph 7c. below (but only if you do
not revoke the Agreement during this period). The continuation of
your medical and dental coverage on the terms described above is
also contingent on your not revoking this Agreement during the
seven (7) day revocation period.
5.
Release And Waiver By Other Parties
.
In consideration for (i) the conveyance of all rights, title and
interests, if any, in and to the ownership interests in the Company
or any other affiliates of the Other Parties, and any claims for
any such interests, by Graves and (ii) the covenants herein, the
Other Parties agree to the following:
a. The Company hereby releases,
acquits, defends, holds harmless, and agrees to indemnify Graves
with respect to any claims, losses, liabilities, obligations and
causes of action, known or unknown, by the Company, Genesis Energy,
L.P., their parents, affiliates and subsidiaries, including but not
limited to Denbury Resources Inc. and its affiliates and
subsidiaries, their respective officers, directors, partners,
managers, employees, stockholders, members, representatives and
agents (collectively “the Company Releasees”), arising
out of, connected with, or relating to: (i) Graves’
employment with the Company; (ii) Graves’ duties as an
officer of the Company; and (iii) any fiduciary duty owed by Graves
to the Other Parties released herein. The Company represents and
warrants that no Company Releasee has assigned to any third party
any claim involving Brad Graves or otherwise authorized any third
party to assert any claim on its behalf against
Graves.
b.
Each
of Sims and Blount hereby
release, acquit, defend, hold harmless, and agree to indemnify
Graves with respect to any claims,
losses, liabilities, obligations and causes of action, known
or unknown, by such party and his respective affiliates other
than the Company Releasees, including his family, estate,
heirs, beneficiaries, executors, and administrators
(including
their successors and assigns) and their respective officers,
directors, partners, managers, employees, stockholders,
members, representatives and agents (collectively,
the “Sims Releasees”), arising
out of, connected with, or relating to any duty owed by Graves
to such Sims Releasees.
6.
Release and Waiver
By Graves .
In consideration for the Severance Compensation described in this
Agreement, you agree to the following:
a.
You
knowingly and voluntarily waive, release,
acquit, defend, hold harmless, and agree to indemnify
the
Company Releasees and the Sims Releasees (collectively
the
“Other
Party Releasees
”
),
with respect to any and all claims, losses, liabilities,
obligations and causes of action, known and unknown,
by
you and your affiliates, including your family, estate, heirs,
beneficiaries, executors, and administrators (including their
successors and assigns) and their respective officers,
directors, partners, managers, employees, stockholders,
members, representatives and agents, including their
successors and assigns (collectively, the “Graves
Releasees”), arising
out of, connected with, or relating to: (i) your employment or
any arrangement you may have had with any Other
Party Releasee; (ii) the Other
Party Releasees’ refusal or failure to continue your
employment or any arrangement you may have had with any Other
Party Releasee; or (iii) the termination of your employment or
any arrangement you may have had with any Other Party
Releasee, including, but not limited to, claims for
compensation, commissions, bonuses, equity or member
interests (including
any claim which might be made under the letter dated August 8,
2006, among the Company, Denbury Resources, Inc. and
Sims) ,
distributions, distribution rights, stock options, other wages
and benefits, breach of contract, wrongful termination,
impairment of economic opportunity, intentional infliction of
emotional distress, claims based on personal injury,
work-related accident, any breach of implied or express
covenant of good faith and fair dealing,
violation
of public policy, or any other contract, tort or personal
injury claim, or claim based on any municipal, state or
federal statute, regulation or ordinance relating to
employment, employment discrimination or retaliation,
including Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000
et seq. ;
The Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981;
The Civil Rights
