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         This Agreement, originally made as of the 27th day of November, 1996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, and further amended and restated August 29, 2001, is
hereby further amended and restated in its entirety, effective November 12,

                                 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

         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

         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


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

         3.       Employment Term. Subject to earlier termination pursuant to
Section 7 hereof the Employment Term shall begin on November 12, 2001, and
continue until December 31, 2004; provided, however, that beginning on January
1, 2003, 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, 2003, 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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