Exhibit 10.2
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT
(“Agreement”) is made this 15 th day of
October, 2008, by and among Buckeye GP LLC, a Delaware limited
liability company (the “General Partner”), Buckeye GP
Holdings L.P., a Delaware limited partnership (as successor by
merger to MainLine Sub LLC)(“Holdco”), MainLine L.P., a
Delaware limited partnership (“MainLine”), MainLine
GP, Inc., a Delaware corporation (“MainLine
GP”), and Buckeye Pipe Line Services Company, a Pennsylvania
corporation (“Services Company”).
WITNESSETH:
WHEREAS, the General Partner,
Holdco, MainLine, MainLine GP and Services Company are parties to
an Amended and Restated Executive Employment Agreement, dated
August 9, 2006 (the “Executive Employment
Agreement”);
WHEREAS, all parties to the
Executive Employment Agreement wish to terminate the Executive
Employment Agreement effective as of January 1,
2009;
WHEREAS, pursuant to Section 10
of the Executive Employment Agreement any termination of such
agreement requires the consent of the Trustee of the Buckeye Pipe
Line Services Company Employee Stock Ownership Plan Trust (the
“Trustee”); and
WHEREAS, the Trustee has consented
to the termination of this Agreement.
NOW, THEREFORE, in consideration of
the premises and the covenants contained in this Agreement, the
parties hereto, intending to be legally bound, hereby agree as
follows:
1.
Termination of Executive
Employment Agreement . The Executive Employment Agreement is
hereby terminated effecti
