Employment Agreement (2001)Full Document 

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                              EMPLOYMENT AGREEMENT

                  This Agreement, originally made as of the 27th day of
November, 1996 between Statia Terminals Group N. V., a Netherlands Antilles
corporation, having a registered office at L.B. Smithplein 3, Curacao,
Netherlands Antilles (the "Company"); Statia Terminals, Inc., a Delaware
corporation, with offices at 800 Fairway Drive, Suite 295, Deerfield Beach,
Florida 33441 (the "Subsidiary"); and JAMES G. CAMERON, an individual with an
address of 12060 Eagle Trace Blvd. North, Coral Springs, Florida 33071 (the
"Employee"), and amended and restated, effective April 28, 1999, is hereby
further amended and restated in its entirety, effective August 29, 2001.

                                 R E C I T A L S

                  WHEREAS, the Company has entered into a certain Amended and
Restated Stock Purchase and Sale Agreement dated as of November 4, 1996, among
the Company and certain other corporations (the "Purchase and Sale Agreement")
pursuant to which the Company acquired, directly or indirectly, all of the
issued and outstanding shares of the common stock of the Subsidiary;

                  WHEREAS, the Employee has been and is presently in the employ
of the Subsidiary and is presently serving as President and Chief Executive
Officer of the Subsidiary;

                  WHEREAS, the Employee possesses an intimate knowledge of the
business and affairs of the Subsidiary and its policies, procedures, methods and
personnel;

                  WHEREAS, the Company desires to secure the continued services
and employment of the Employee on behalf of the Subsidiary, and the Employee
desires to be employed by the Subsidiary, upon the terms and conditions
hereinafter set forth.

                  NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the parties hereto, each intending to be legally
bound hereby, agree as follows:

                  1. EMPLOYMENT. The Company hereby agrees to cause the
Subsidiary to employ and continue to employ the Employee as President and Chief
Executive Officer of the Subsidiary and the Subsidiary hereby agrees to employ
and continue to employ the Employee as President and Chief Executive Officer,
and the Employee accepts such employment for the term of the employment
specified in Section 3 hereof (the "Employment Term"). During the Employment
Term, the Employee shall serve as the Chairman of the Board, President, and
Chief Executive Officer of the Subsidiary, performing such duties and having
such authority as shall be reasonably required of an executive-level employee of
the Subsidiary, reporting only to the Board of Directors of the Subsidiary (the
"Board"), and shall have such other powers and perform such other additional
executive duties as may from time to time be assigned to him by the Board. Such
duties being performed and such authority being exercised shall be at least



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commensurate with the duties being performed and authority being exercised by
the Employee immediately prior to the date of this Agreement.

                  2. PERFORMANCE. The Employee will serve the Subsidiary
faithfully and to the best of his ability and will devote substantially all of
his time, energy, experience and talents during regular business hours and as
otherwise reasonably necessary to such employment, to the exclusion of all other
business activities; PROVIDED, HOWEVER, that such exclusion shall not prohibit
the Employee from attending to the Employee's personal matters and/or financial
and investment affairs (which financial or investment affairs shall not conflict
with the business of the Subsidiary or the Company and is subject to the
provisions of Section 13 hereof) during regular business hours as may from time
to time be reasonably necessary so long as attendance to such matters and
affairs does not interfere with the performance of the Employee's duties
hereunder.

                  3. EMPLOYMENT TERM. Subject to earlier termination pursuant to
Section 7 hereof the Employment Term shall begin on August 29, 2001, and
continue until December 31, 2004; PROVIDED, HOWEVER, that beginning on January
1, 2002, and on each anniversary of such date, the Employment Term shall
automatically renew for an additional one year beyond the end of the then
current term, unless, at least 90 days before January 1, 2002, or January 1 of
any succeeding year, either party gives notice to the other of his or its desire
to terminate this Agreement, in which case the Employment Term shall terminate
as of December 31, 2004, or the end of the then-current term, as applicable.

                  4. COMPENSATION.

                           (a) SALARY. During the Employment Term, the Company
shall cause the Subsidiary to pay the Employee a base salary, payable in equal
bi-weekly installments, subject to withholding and other applicable taxes, at an
annual amount of not less than three hundred ten thousand U.S. Dollars

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