Severance Protection Plan (2005)Full Document 

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                                  GENESIS ENERGY
                            SEVERANCE PROTECTION PLAN

                                    ARTICLE I
                              ESTABLISHMENT OF PLAN

As of the Effective Date, Genesis Energy, Inc. (the "Company") hereby
establishes a severance compensation plan known as the Genesis Energy Severance
Protection Plan (the "Plan"), as set forth in this document. This Plan is
intended to be a "Severance Plan" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and the applicable regulations
promulgated thereunder.

                                   ARTICLE II

As used herein, the following words and phrases shall have the following
respective meanings unless the context clearly indicates otherwise.

Section 2.1 Administrator. The Board or any committee thereof as may be
appointed from time to time by the Board to supervise the administration of the

Section 2.2 Affiliate. With respect to a specified person, a person that
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with the specified person.

Section 2.3 Base Salary. The amount a Participant is entitled to receive as
wages or salary on an annualized basis, calculated on the basis of their salary
rate on either the date immediately prior to a Change in Control or their
Termination Date, whichever amount is higher.

Section 2.4 Board. The Board of Directors of the Company.

Section 2.5 Bonus Amount. An amount equal to fifty percent (50%) of the total
amount of bonuses awarded to the Participant during the twenty-four months prior
to the date of the Change in Control.

Section 2.6 Cause. An Employer shall have "Cause" to terminate a Participant if
the Participant (i) willfully and continually fails to substantially perform his
duties with the Employer (other than a failure resulting from the Participant's
incapacity due to physical or mental illness) which failure continues for a
period of at least thirty (30) days after a written notice of demand for
substantial performance has been delivered to the Participant specifying the
manner in which the Participant has failed to substantially perform, or (ii)
willfully engages in conduct which is demonstrably and materially injurious to
the Employer, monetarily or otherwise; provided, however, that no termination of
the Participant's employment shall be deemed for Cause for purposes of this Plan
until there shall have been delivered to the Participant a copy of a written
notice specifying in detail the particulars of the Participant's conduct which
violates either (i) or (ii) above. No act, nor failure to act, on the
Participant's part, shall be considered "willful" unless he has acted or failed
to act with an absence of good faith and without a reasonable belief that his
action or failure to act was in the best interest of the Employer.
Notwithstanding anything contained in this Plan to the contrary, no failure to
perform by the Participant after Notice of Termination is given by or to the
Participant shall constitute Cause.

Section 2.7 Change in Control.  A "Change in Control" shall mean any one of the

(a) "Continuing Directors" no longer constitute a majority of the Board of
Directors of the "Ultimate Parent"; the term "Continuing Director" means any
individual who has served in such capacity for one year or more; and the term
"Ultimate Parent" means Denbury Resources, Inc. and any entity that becomes the
beneficial owner of the predecessor Ultimate Parent pursuant to a reorganization
in which the stockholders of such entity immediately after such reorganization
are substantially identical to the stockholders of the predecessor Ultimate

(b) after the date of adoption of the Plan, any person or group of persons
acting together as an entity (other than the Ultimate Parent and its Affiliates)
become (i) the beneficial owners (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) directly or indirectly,
of shares of common stock representing thirty percent (30%) or more of the
voting power of the Ultimate Parent's then outstanding securities entitled
generally to vote for the election of the Ultimate Parent's directors, and (ii)
the largest beneficial owner directly or indirectly of the Ultimate Parent's
then outstanding securities entitled generally to vote for the election of the
Ultimate Parent's directors;

(c) the merger, consolidation, share exchange or similar transaction to which
the Ultimate Parent is a party if (i) the stockholders of the Ultimate Parent's
immediately prior to the effective date of such transaction have beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of less than forty
percent (40%) of the combined voting power to vote for the election of directors
of the surviving corporation or other entity following the effective date of
such transaction; or (ii) fifty percent (50%) or more of the individuals
constituting the members of the Investment Committee of the Ultimate Parent are
terminated due to the Change in Control; or

(d) the Company and/or other wholly-owned (directly or indirectly) subsidiaries
of the Ultimate Parent cease to own more than 50% of the general partner
interest of the Partnership, or the sale, including by merger, consolidation,
share exchange or similar reorganization of all or substantially all, of the
assets of the Partnership or the liquidation or dissolution of the Partnership,
other than a sale to a wholly-owned subsidiary of the Ultimate Parent.

Notwithstanding the foregoing provisions of this Section 2.7, if a Participant's
employment with the Employer is terminated by the Employer other than for
"Cause" within six months prior to the date on which a Change in Control occurs,
such termination shall be deemed to have occurred immediately following a Change
in Control.

Notwithstanding anything herein to the contrary, under no circumstances except
those expressly provided above will a change in the constitution of the board of
directors of any Subsidiary, a change in the beneficial ownership of any
Subsidiary, the merger, consolidation, share exchange or similar reorganization
of a Subsidiary with any other entity, the sale of all or substantially all of
the assets of any Subsidiary or the liquidation or dissolution of any Subsidiary
constitute a "Change in Control" under this Plan.

Section 2.8 Common Shares.  "Common Shares" shall mean shares of common stock,
 $.001 par value of the Company.

Section 2.9 Company. Genesis Energy, Inc., a Delaware corporation.

Section 2.10 Effective Date. The date the Plan is approved by the Board or such
other date as the Board shall designate in its resolution approving the Plan.

Section 2.11 Employer. "Employer" shall mean the Company and any Subsidiary
which adopts this Plan as a Participating Employer. With respect to a
Participant who is not an employee of the Company, any reference under this Plan
to such Participant's "Employer" shall refer only to the employer of the
Participant, and in no event shall be construed to refer to the Company as well.

Section 2.12 Good Reason. "Good Reason" shall mean the occurrence of any of the
 following events or conditions:

          (a) a change in the Participant's status, title, position or
responsibilities (including reporting responsibilities) which, in the
Participant's reasonable judgment, represents a substantial reduction of the
status, title, position or responsibilities as in effect immediately prior
thereto; the assignment to the Participant of any duties or responsibilities
which, in the Participant's reasonable judgment, are inconsistent with such
status, title, position or responsibilities; or any removal of the Participant
from, or failure to reappoint or reelect him to, any such position with the
Employer, including, but not limited to corporate officer positions or positions
as a member of the Investment Committee, except in connection with the
termination of his employment for Cause or by the Participant other than for
Good Reason;

(b) a reduction in the Participant's Base Salary, as such base salary may be
increased from time to time thereafter, or the failure by the Employer to
provide the Participant with compensation and benefits at least equal (in terms

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