CONFORMED COPY
TRANSITION AND RETIREMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of May 22, 1998,
by and among Buckeye Management Company, a Delaware corporation
("BMC"), Buckeye Pipe Line Services Company, a Pennsylvania
corporation ("BPLSC"), Buckeye Pipe Line Company, a Delaware
corporation ("Pipe Line"), Glenmoor, Ltd., a Delaware corporation
formerly known as BMC Acquisition Company ("Glenmoor") (BMC,
BPLSC, Pipe Line and Glenmoor being hereinafter collectively
referred to as the "Company"), and C. Richard Wilson
("Executive").
WHEREAS, the Company is in the business of managing the oil
pipeline and related businesses of Buckeye Partners, L.P., a
Delaware limited partnership, and its subsidiary operating
partnerships (collectively, the "Partnerships");
WHEREAS, the Company and Executive entered into a Severance
Agreement, dated as of May 6, 1997 (the "Severance Agreement"),
at which time Executive was President and Chief Operating Officer
of the Company;
WHEREAS, Executive has elected to retire on February 1, 2000
(the "Retirement Date"), and the Company believes that
Executive's retirement at that time is in the best interests of
all parties; and
WHEREAS, both parties desire to enter into a new agreement
that shall supersede the Severance Agreement and shall reflect
the transition arrangements and the retirement and other benefits
to which Executive shall be entitled.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Employment.
(a) The Company hereby agrees to continue the
employment of Executive, and Executive hereby accepts such
employment and agrees to perform his duties and responsibilities
as delegated to him by the Chairman of the Board of Directors
("Chairman") or the President of the Company until Executive's
Retirement Date. All duties assigned to Executive shall be
appropriate to Executive's status with the Company. Executive
shall be available on a full-time basis and shall have the title
of Vice Chairman of BMC beginning on May 1, 1998, and ending on
the Retirement Date.
(b) For Executive's services rendered prior to the
Retirement Date, Executive shall receive a continuation of
Executive's current compensation through May 31, 1998, including
a profit-sharing award of $116,667; a salary of $151,667 plus a
guaranteed bonus of $98,583 for the balance of 1998; a salary of
$260,000 and a guaranteed bonus of $169,000 for the 1999 calendar
year; and a salary of $21,667 and a guaranteed bonus of $14,083
for the month of January 2000. Such salary, guaranteed bonus and
profit-sharing amounts shall be payable at such time or times as
salary, bonus and profit-sharing are payable to other officers of
the Company (without regard to whether such other officers
actually receive bonus or profit-sharing payments for any
period). In connection with such services, Executive shall be
entitled to exclusive use of an office at the Company's
facilities on the 4th Floor, Five Radnor Corporate Center or at
such other office of reasonably comparable size and amenities
selected by the Company and reasonably convenient to Executive.
(c) Between the date hereof and the Retirement Date,
Executive shall resign as and when requested by the Chairman or
the President of the Company from all positions as an officer or
director of the Company, its subsidiaries or affiliates other
than his position as Vice Chairman of BMC; as a trustee under any
pension, profit-sharing or similar plan sponsored by the Company,
its subsidiaries or affiliates; or as a nominee or designee of
the Company on any board of directors, board of trustees or
similar body of another entity. The foregoing shall not apply to
Executive's position as Chairman of the American Petroleum
Institute's General Committee on Pipelines.
(d) Executive shall be entitled to continuation of his
current non-accountable automobile allowance of $600 per month up
to the Retirement Date. Executive shall also be entitled to
continue to participate up to the Retirement Date, on a basis
comparable to other executives of the Company (including the
payment by Executive of any applicable employee contributions and
premiums), in those benefit and insurance plans in which he is
currently participating and in such other plans as may be
established or adopted by the Company from time to time for
employees of the Company, to the extent that Executive is
otherwise eligible to participate under the general provisions
thereof and in accordance with Executive's elections thereunder,
as such plans and elections may be changed from time to time.
The benefits and insurance plans in which Executive currently
participates are listed on Exhibit A to this Agreement.
(e) Executive shall be reimbursed by the Company for,
or the Company shall pay directly, all reasonable business
expenses incurred by Executive in the course of his performance
of services hereunder, subject to approval by the President of
the Company or his designee and presentation of appropriate
documentation in accordance with the Company's expense
reimbursement policy in effect from time to time. The Company
agrees that reasonable business expenses include (i) Executive's
fixed charges for membership and reasonable business use of
Lehigh Country Club, and (ii) Executive's fixed charges and
reasonable business use of mobile and cellular telephone and home
office and mobile business devices. In connection with entering
into this Agreement, Executive shall be entitled to reimbursement
from the Company for reasonable fees and expenses for financial,
tax and estate planning services obtained by Executive, subject
to a maximum reimbursement of $7,500. Executive shall also be
entitled to reimbursement from the Company for reasonable legal
fees and expenses incurred by Executive in connection with
entering into this Agreement, subject to a maximum reimbursement
of $3,000.
(f) The parties agree that the Severance Agreement is
superseded in its entirety by this Agreement and is of no further
force or effect. Notwithstanding the provisions of subsection
(d) above, Executive hereby releases the Company, its
subsidiaries and affiliates, and the Partnerships from, and
waives any and all rights to, any severance or similar benefits
to which Executive may be entitled under the terms of any plan or
policy which is currently in effect or may hereafter be
established or adopted by the Company from time to time for
employees of the Company.
(g) Except as expressly set forth in this Section 1,
the Company has no other liabilities or obligations to Executive
to pay or provide Executive with any compensation, benefits or
other consideration as an employee of the Company. Executive
acknowledges and agrees that he shall not separately accrue or
earn any "Quarterly Awards" or any "Profit-Sharing Awards" under
the Glenmoor Bonus Plan (the "Glenmoor Bonus Plan") after
December 31, 1997. Any payments to which Executive may be
entitled as an owner of shares of common stock of Glenmoor shall
be governed by Section 17 hereof.
2. Consulting Services.
(a) Commencing on the Retirement Date and for a period
of 60 months thereafter (the "Transition Term") , the Company
shall engage Executive as a consultant to the Company to perform
such services as are requested by the Chairman or the President
from time to time, including, among other things, assuring an
orderly transition of Executive's responsibilities to other
officers of the Company.
(b) During the Transition Term, Executive shall
receive, as his total fee for consulting services hereunder (the
"Consulting Fee"), $200,000 per 12-month period for each of the
first two such 12-month periods, and $100,000 per 12-month period
for the each of third, fourth and fifth such 12-month periods.
The Consulting Fee for each 12-month period shall be payable
ratably in installments during such period, but not less
frequently than monthly. Executive shall devote such of his time
and business efforts to the performance of his consultancy under
this Section as shall reasonably be required to perform the
services requested hereunder, but in no event shall Executive be
required to render more than 500 hours of service during each of
the first two 12-month periods and 250 hours of service during
each of the third, fourth and fifth such 12-month periods. The
Company shall provide Executive reasonable notice of any request
for Executive's services, specifying the approximate dates of
performance, duration and scope. Executive may resign as a
consultant hereunder at any time upon 30 days' written notice and
the completion of all projects previously assigned to Executive,
whereupon no further Consulting Fees shall be payable hereunder.
(c) During the Transition Term and thereafter,
Executive shall be entitled to participate, on a basis comparable
to other retirees of the Company (including the payment by
Executive of any applicable retiree contributions and premiums),
in such benefit and insurance plans as may be established or
adopted by the Company from time to time for retirees of the
Company, to the extent Executive is otherwise eligible to
participate under the general provisions thereof and in
accordance with Executive's elections thereunder, as such plans
and elections may be changed from time to time.
(d) Executive shall be reimbursed by the Company for
all reasonable business expenses incurred by Executive in the
course of his performance of consulting services hereunder,
subject to approval by the President of the Company or his
designee and upon presentation of appropriate documentation in
accordance with the Company's expense reimbursement policy in
effect from time to time. During the Transition Term, Executive
shall also be reimbursed for the reasonable fees and expenses of
an annual physical examination, subject to a maximum of $750
annually.
(e) During the Transition Term, Executive shall be
entitled to pursue other business opportunities to the extent
that there is no conflict with the services requested by the
Chairman or President of the Company or with the requirements of
Sections 3 and 4 of this Agreement. All services to be performed
under this Agreement during the Transition Term shall be
performed by Executive as an independent contractor acting in a
consulting capacity and nothing contained herein shall be
construed so as to confer employment status on Executive during
the Transition Term.
3. Confidential Information. Executive acknowledges and
agrees that, by reason of his employment by and service to the
Company, he has had and will continue to have access to
confidential information of the Company, its subsidiaries and
affiliates, and the Partnerships, including, without limitation,
information and knowledge pertaining to products and services
offered, innovations, designs, ideas, plans, trade secrets,
proprietary information, distribution and sales methods and
systems, sales and profit figures, customer and client lists, and
relationships between the Company and its subsidiaries and
affiliates and other distributors, customers, clients, suppliers
and others who have business dealings with the Company and its
subsidiaries and affiliates and the Partnerships ("Confidential
Information"). Executive acknowledges that such Confidential
Information is a valuable and unique asset and covenants that he
will not, either during or after his employment by the Company,
disclose or use any such Confidential Information to or for the
benefit of any person for any reason whatsoever without the prior
written authorization of the Chairman or President of the
Company, unless such information is in the public domain through
no fault of Executive or except as may be required by law.
4. Non-Competition.
(a) At all times during his employment by the Company and
the Transition Term, and for a period of 12 months thereafter,
but in no event more than five years after the Retirement Date
(the "Restricted Period"), Executive shall not, unless acting
with the prior written consent of the Chairman or the President
of the Company, directly or indirectly, (i) own, manage, operate,
join, control, finance or participate in the ownership,
management, operation, control or financing of, (ii) be connected
as an officer, director, employee, partner, principal, agent,
representative, consultant or otherwise with, or (iii) use or
permit his name to be used in connection with, (A) any business
or enterprise engaged in by the Company, its subsidiaries or
affiliates, or the Partnerships, either during his employment by
the Company or the Transition Term, as applicable, in any state
in which such business or enterprise is so operated (whether or
not such business is physically located within those areas) (the
"Geographic Area"), or (B) any customer of the Company, its
subsidiaries or affiliates, or the Partnerships accounting for at
least five percent of the respective gross revenues of the
Company, such subsidiary, affiliate or Partnership during the
fiscal year preceding the date Executive first commences activity
with such customer. It is recognized by Executive that the
business of the Company, its subsidiaries and affiliates, and the
Partnerships, and Executive's connection therewith, involves
activity throughout the Geographic Area, and that more limited
geographical limitations on this non-competition covenant are
therefore not appropriate. The foregoing restrictions shall not
apply to (i) any activity in which Executive engages during the
Restricted Period which is not an active business of the Company,
its subsidiaries or affiliates, or the Partnerships at the time
Executive first commences such activity or (ii) to any Geographic
Area which is not a Geographic Area at the time Executive first
commences such activity.
(b) Executive also shall not, directly or indirectly,
during the Restricted Period, (i) solicit or divert business
from, or attempt to divert any account or customer of the
Company, its subsidiaries or affiliates, or the Partnerships,
whether existing at the date hereof or at any time through the
end of the Transition Term, to any competitor of the Company, its
subsidiaries and affiliates, or the Partnerships, or (ii) solicit
or attempt to hire any then employee of the Company, its
subsidiaries or affiliates, or the Partnerships who was at a
managerial or higher level.
(c) The foregoing restrictions shall not be construed to
prohibit the ownership by Executive of less than five percent
(5%) of any class of securities of any corporation or limited
partnership which is engaged in any of the foregoing businesses
having a class of securities registered pursuant to the Exchange
Act, provided that such ownership represents a passive investment
and that neither Executive nor any group of persons including
Executive in any way, either directly or indirectly, manages or
exercises control of any such corporation or limited partnership,
guarantees any of its financial obligations, otherwise takes part
in its business, other than exercising his rights as a
shareholder or limited partner, or seeks to do any of the
foregoing.
5. Consideration and Equitable Relief.
(a) In consideration of Executive's undertakings under
Sections 3 and 4, the Company shall pay to Executive, as soon as
practicable after the eighth day after Executive executes and
does not revoke a general release substantially in the form
attached to this Agreement as Exhibit B (the "Release"), the sum
of $532,313, by wire transfer of immediately available funds to a
bank account designated by Executive.
(b) Executive acknowledges and agrees that the restrictions
contained in Sections 3 and 4 hereof are reasonable and necessary
to protect the legitimate interests of the Company, its
subsidiaries and affiliates, and the Partnerships; that the
Company would not have entered into this Agreement in the absence
of such restrictions; and that any violation of any provision of
those Sections would result in irreparable injury to the Company.
Executive represents that his experience and capabilities are
such that the restrictions contained in Section 4 hereof will not
prevent Executive from obtaining satisfactory alternative
employment or consulting engagements.
(c) Executive agrees that the Company, its subsidiaries and
affiliates, and the Partnerships shall be entitled to preliminary
and permanent injunctive relief, without the necessity of proving
actual damages, as well as an equitable accounting of all
earnings, profits and other benefits arising from any violation
of Sections 3 or 4, which rights shall be cumulative and in
addition to any other rights or remedies to which the Company,
its subsidiaries and affiliates, or the Partnerships may be
entitled. In the event that any of the provisions of Sections 3
or 4 should ever be adjudicated to exceed the time, geographic,
service, or other limitations permitted by applicable law in any
jurisdiction, then such provisions shall be deemed reformed in
such jurisdiction to the maximum time, geographic, service, or
other limitations permitted by applicable law.
(d) Executive irrevocably and unconditionally (i) agrees
that any suit, action or other legal proceeding arising out of
Section 3 or 4, including, without limitation, any action
commenced by the Company, its subsidiaries and affiliates, or the
Partnerships for preliminary and permanent injunctive relief or
other equitable relief, may be brought in the United States
District Court for the Eastern District of Pennsylvania, or if
such court does not have or accept jurisdiction, in any court of
general jurisdiction in Delaware County, Pennsylvania, (ii)
consents to the non-exclusive jurisdiction of any such court in
any such suit, action or proceeding, and (iii) waives any
objection which Executive may have to the laying of venue of any
such suit, action or proceeding in any such court. Executive
also irrevocably and unconditionally consents to the service of
any process, pleadings, notices or other papers in a manner
permitted by the notice provisions of this Agreement
6. Death or Disability. The amounts payable to Executive
during his employment under Section 1 and during the Transition
Term under Section 2 shall be paid or provided to Executive (and,
if applicable, his spouse and dependents) irrespective of his
death or inability to perform his duties and responsibilities
under this Agreement by reason of illness, injury or incapacity
occurring after the date of this Agreement, provided that any non-
governmental disability insurance payments received by Executive
from policies paid for by the Company in respect of any period
between the date hereof and the expiration of the Transition Term
shall reduce the amount of payments otherwise required to be made
by the Company hereunder. In the event of Executive's death
prior to the Retirement Date, the Company shall calculate
Executive's benefit under the Company's Benefit Equalization Plan
(the "Equalization Plan"), (i) if the Executive is survived by
his spouse, as if Executive elected and received the lump sum
value under the Equalization Plan on the day prior to the date of
death, and (ii) if the Executive's death is prior to his 55th
birthday, as if the Executive had attained the age of 55 on the
day prior to his death but based on actual service to the Company
only through the date of death. In the event of Executive's
death at any time between the date hereof and the expiration of
the Transition Term, the Company shall pay to Executive's
executors, legal representatives or administrators, as
applicable, the remaining installments of salary, guaranteed
bonus, profit-sharing payments and Consulting Fees at the same
time or times that such payments would otherwise have been paid
to Executive under this Agreement.
7. Retirement Benefits.
(a) On the Retirement Date, provided that Executive (or, if
applicable, his spouse and dependents) executes and does not
revoke a Release dated the Retirement Date, Executive (or, if
applicable, his spouse and dependents) shall be entitled to the
Consulting Fees payable as provided in Section 2 above and all
compensation and benefits provided to retirees of the Company
generally or due to Executive specifically, but subject to the
terms and conditions of each plan, practice, policy and program
of the Company and Executive's elections thereunder from time to
time in effect.
(b) In the event of Executive's termination of employment
for any reason other than death prior to the Retirement Date,
Executive shall be treated as a retiree of the Company for
purposes of the Company's retiree medical and life insurance plan
and for purposes of the Equalization Plan as if Executive had
attained the age of 55 prior to the effective date of termination
but based on actual service to the Company only through the date
of termination. Under such circumstances, Executive shall be
entitled to commence his benefits upon actually attaining age 55
with the benefits calculated as aforesaid.
(c) Except for the reference in this Section and Section 6
hereof to the Equalization Plan, nothing in this Agreement is
intended to modify or amend Executive's rights or obligations
under the terms of any such plan, practice, policy or program.
8. Arbitration; Expenses. In the event of any dispute
regarding the provisions of this Agreement other than a dispute
in which the primary relief sought is an equitable remedy such as
an injunction, the parties shall be required to have the dispute,
controversy or claim settled by arbitration in the City of
Philadelphia, Pennsylvania, in accordance with the National Rules
for the Resolution of Employment Disputes then in effect of the
American Arbitration Association, before a panel of three
arbitrators, two of whom shall be selected by the Company and
Executive, respectively, and the third of whom shall be selected
by the other two arbitrators. Any award entered by the
arbitrators shall be final, binding and nonappealable and
judgment may be entered thereon by either party in accordance
with applicable law in any court of competent jurisdiction. This
arbitration provision shall be specifically enforceable. The
arbitrators shall have no authority to modify any provision of
this Agreement or to award a remedy for a dispute involving this
Agreement other than a benefit specifically provided under or by
virtue of the Agreement. If Executive prevails on any material
issue which is the subject of such arbitration or lawsuit, the
Company shall be responsible for all of the fees of the American
Arbitration Association and the arbitrators and any expenses
relating to the conduct of the arbitration (including reasonable
attorneys' fees and expenses). Otherwise, each party shall be
responsible for his or its own expenses relating to the conduct
of the arbitration (including reasonable attorneys' fees and
expenses) and shall share the fees of the American Arbitration
Association.
9. Notices. All notices and other communications required
or permitted under this Agreement or necessary or convenient in
connection herewith shall be in writing and shall be deemed to
have been given when hand delivered or mailed by registered or
certified mail, as follows (provided that notice of change of
address shall be deemed given only when received):
If to the Company, to:
Buckeye Management Company
5 Radnor Corporate Center
Suite 445
Radnor, PA 19087
Attention: Chairman
With a required copy to:
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
Attention: Howard L. Meyers, Esquire
If to Executive, to:
C. Richard Wilson
2876 Parkview Circle
Emmaus, PA 18049
With a required copy to:
Bildersee & Silbert LLP
One Penn Center, Suite 1111
1617 JFK Boulevard
Philadelphia, PA 19103
Attention: Marc M. Silbert, Esquire
or to such other names or addresses as the Company or Executive,
as the case may be, shall designate by notice to each other
person entitled to receive notices in the manner specified in
this Section.
10. Contents of Agreement; Amendment and Assignment.
(a) This Agreement supersedes all prior agreements,
including the Severance Agreement, and sets forth the entire
understanding between the parties hereto with respect to the
subject matter hereof and cannot be changed, modified, extended
or terminated except upon written amendment approved by the
Chairman or President of the Company and executed on its behalf
by a duly authorized officer and by Executive.
(b) All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, executors, administrators,
legal representatives, successors and assigns (whether by equity
purchase, merger, consolidation, asset purchase or otherwise) of
the parties hereto, except that the duties and responsibilities
of Executive under this Agreement are of a personal nature and
shall not be assigned or delegated in whole or in part by
Executive.
11. Severability. If any provision of this Agreement or
application thereof to anyone or under any circumstances is
adjudicated to be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect any other
provision or application of this Agreement which can be given
effect without the invalid or unenforceable provision or
application and shall not invalidate or render unenforceable such
provision or application in any other jurisdiction. If any
provision is held void, invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full
force and effect in all other circumstances.
12. Remedies Cumulative; No Waiver. No remedy conferred
upon a party by this Agreement is intended to be exclusive of any
other remedy, and each and every such remedy shall be cumulative
and shall be in addition to any other remedy given under this
Agreement or now or hereafter existing at law or in equity. No
delay or omission by a party in exercising any right, remedy or
power under this Agreement or existing at law or in equity shall
be construed as a waiver thereof, and any such right, remedy or
power may be exercised by such party from time to time and as
often as may be deemed expedient or necessary by such party in
its sole discretion.
13. Beneficiaries/References. Executive shall be entitled,
to the extent permitted under any applicable law, to select and
change a beneficiary or beneficiaries to receive any compensation
or benefit payable under this Agreement following Executive's
death by giving the Company written notice thereof. In the event
of Executive's death or a judicial determination of his
incompetence, reference in this Agreement to Executive shall be
deemed, where appropriate, to refer to his beneficiary, estate or
other legal representative.
14. Withholding; Taxes. The Company may withhold from any
payments made under this Agreement all federal, state and local
taxes and other amounts required by law to be withheld or
deducted and such other amounts as may be authorized by
Executive. Executive shall bear all expense of, and shall be
solely responsible for, all federal, state or local taxes due
with respect to any payment under this Agreement.
15. Miscellaneous. All section headings used in this
Agreement are for convenience only. This Agreement may be
executed in counterparts, each of which is an original. It shall
not be necessary in making proof of this Agreement or any
counterpart hereof to produce or account for any of the other
counterparts.
16. Governing Law. This Agreement shall be governed by and
interpreted under the laws of the Commonwealth of Pennsylvania
without giving effect to any conflict of laws provisions.
17. Glenmoor Stockholders' Agreement. Nothing in this
Agreement is intended to modify or amend Executive's rights or
obligations under the terms and conditions of the First Amended
and Restated Stockholders' Agreement, dated as September 1, 1997
(the "Stockholders' Agreement"), among Glenmoor and its
stockholders. Executive shall be entitled to receive dividends
and other distributions in respect of the shares of common stock
of Glenmoor as and when declared in accordance with the Glenmoor
Bonus Plan, so long as Executive retains ownership of such shares
in accordance with the Stockholders' Agreement. For each year
that Executive maintains his investment in the common stock of
Glenmoor, Executive shall be entitled to reimbursement from the
Company for reasonable fees and expenses for tax preparation
services on a basis comparable to the other "Management
Stockholders" of Glenmoor (as such term is defined in the
Stockholders' Agreement). Executive acknowledges and agrees that
under the terms of the Stockholders' Agreement his shares of
common stock of Glenmoor are subject to various put/call options
upon the occurrence of certain events and that for purposes of
Sections 2.1(a)(iii) and 2.2(a)(i) of the Stockholders' Agreement
his employment shall be deemed to be terminated effective on the
Retirement Date.
18. Unit Option and Distribution Equivalent Plan. For
purposes of Section 13(d) of the Unit Option and Distribution
Equivalent Plan, the Executive shall be deemed to have achieved
"Retirement" on his Retirement Date, and any outstanding
"Options" shall terminate on their respective "Expiration Dates".
19. Executive's Acknowledgment. Executive acknowledges and
represents that he has read and understands the terms and
conditions of this Agreement; that he has been informed by the
Company that he should discuss this Agreement with an attorney of
his choice; that he has had any questions regarding the meaning
of this Agreement answered to his satisfaction; that neither the
Company nor any of its agents, representatives or attorneys have
made any representations to Executive concerning the meaning or
effect of this Agreement other than those specifically set forth
herein; and that Executive has been represented by competent
counsel who has participated in the preparation and review of
this Agreement. Executive has been informed by the Company that
he has the right to consider this Agreement for a period of at
least 21 days and has the right to revoke this Agreement for a
period of seven days after his execution and delivery of this
Agreement by giving written notice thereof to the Company.
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound, have duly executed this Agreement as of the date first
above written.
BUCKEYE MANAGEMENT
COMPANY
/S/ C. Richard Wilson By: /S/William H. Shea, Jr.
C. Richard Wilson Name: William H. Shea, Jr.
Title: President
/S/ B. J. Killeen BUCKEYE PIPE LINE SERVICES
Witness COMPANY
By: /S/ William H. Shea,Jr.
Name: William H. Shea, Jr.
Title: President
BUCKEYE PIPE LINE COMPANY
By: /S/ William H. Shea,Jr.
Name: William H. Shea, Jr.
Title: President
GLENMOOR, LTD.
By: /S/ William H. Shea,Jr.
Name: William H. Shea, Jr.
Title: President
EXHIBIT A
BUCKEYE PIPE LINE SERVICES COMPANY
PLANS AND POLICIES
Plans
The Retirement and Savings Plan
The Retirement Income Guarantee Plan
Employee Stock Ownership Plan
The Flexible Benefit Plan (includes)
- Medical
- Dental
- Core Life Insurance
- Medical Spending
- Dependent Care Spending Accounts
- Vacation Trade-in
The Long-term Disability Plan
Unit Option and Distribution Equivalent Plan
Benefit Equalization Plan
Policies
Vacation Time
Holiday Time
Sick Time Off
Personal Time Off
Reimbursement of Business and Travel Expense
Service Awards
Employee Assistance Program
Death Benefit
EXHIBIT B
GENERAL RELEASE
WHEREAS, C. Richard Wilson has been employed by or has
served as an officer or director of Buckeye Management Company, a
Delaware corporation ("BMC"), Buckeye Pipe Line Company, a
Delaware corporation ("Pipe Line"), Buckeye Pipe Line Services
Company, a Pennsylvania corporation ("BPLSC"), and Glenmoor,
Ltd., a Delaware corporation formerly known as BMC Acquisition
Company ("Glenmoor") (BMC, Pipe Line, BPLSC and Glenmoor are
collectively referred to as the "Company"); and
WHEREAS, the Company has been engaged in the business of
managing the oil pipeline and related businesses of Buckeye
Partners, L.P., a Delaware limited partnership, and its
subsidiary operating partnerships (collectively, the
"Partnerships"); and
WHEREAS, the Company and Executive are contemporaneously
herewith entering into a Transition and Retirement Agreement,
dated as of May ____, 1998 (the "Transition Agreement"), pursuant
to which the Company and Executive provide for the continuation
of Executive's employment to and including February 1, 2000 (the
"Retirement Date"), Executive's retirement on the Retirement
Date, and a consultancy period of five years thereafter during
which Executive agrees to consult with and advise the Company on
the terms and conditions set forth in the Transition Agreement,
all of which are acceptable to Executive.
NOW, THEREFORE, in consideration of the undertakings of the
Company set forth in the Transition Agreement, and intending to
be legally bound,
1. Executive does hereby permanently and irrevocably
REMISE, RELEASE AND FOREVER DISCHARGE the Company and the
Partnerships, and its and their respective officers, directors,
shareholders, partners, employees, agents and attorneys and its
and their respective successors and assigns, heirs, executors and
administrators (hereinafter referred collectively as the
"Released Parties") of and from any and all actions and causes of
action, suits, debts, claims and demands whatsoever in law or in
equity which Executive ever had, now has or which his heirs,
executors or administrators may have, by reason of any matter,
cause or thing whatsoever from the beginning of Executive's
employment with the Company to the date of this General Release,
including, without limitation, any claims arising from or
relating in any manner to Executive's employment relationship
with the Company or the termination thereof in accordance with
the terms and conditions of the Transition Agreement. This
General Release includes, without limitation, any claims which
Executive could now or in the future assert under any federal,
state or local law, rule or regulation, including the
Pennsylvania Human Relations Act, Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, any common
law claims now or hereafter recognized, and all claims for
counsel fees and costs associated with any such claims. This
Release (a) shall not prevent Executive from enforcing his rights
under the Transition Agreement in accordance with the terms
thereof, (b) shall have no applicability to Company's obligations
under the Stockholders' Agreement (as defined in Section 17 of
the Transition Agreement), the Unit Option and Distribution
Equivalent Plan or benefits payable under the terms of any
"employee benefit plan" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, and (c) shall
not release the Company from any obligation the Company might
otherwise have to indemnify Executive and hold him harmless from
any claims made against him arising out of his activities as a
partner, shareholder, officer, director or employee of Company,
to the same extent as Company is or may be obligated to indemnify
and hold harmless any other partner, shareholder, officer,
director or employee.
2. Executive acknowledges and agrees that neither he, nor
any person, organization or other entity on his behalf, shall
file, charge, claim, sue or cause or permit to be filed, charged
or claimed any civil action, suit or legal or arbitration
proceeding for personal relief, including, without limitation,
any action for damages, injunctive, declaratory or other relief,
against the Company or the Partnerships involving any matter
occurring at any time in the past up to the date of this General
Release or involving any continuing effects of any acts or
practices which may have arisen or occurred prior to the date of
this General Release. Executive further agrees that if any
person, organization or other entity should bring any claim
against the Released Parties involving any such matter, Executive
will not accept any personal relief in any such actions.
3. Executive acknowledges and agrees that the Transition
Agreement is not and shall not be construed to be an admission by
the Company or the Partnerships of any violation of any federal,
state or local law, rule or regulation, or an acknowledgment of
any duty of the Company or the Partnerships to Executive, and
that the Transition Agreement is entered into voluntarily to
provide for an amicable conclusion of Executive's employment
relationship with the Company and an orderly transition to
retirement.
4. Executive hereby certifies that he has the intention of
releasing all claims recited herein in exchange for the
consideration set forth in the Transition Agreement, which he
acknowledges is adequate and satisfactory to him.
5. Executive acknowledges and represents that he has read
and understands the terms and conditions of this General Release;
that he has been informed by the Company that he should discuss
this General Release with an attorney of his choice; that he has
had any questions regarding the meaning of this General Release
answered to his satisfaction; that neither the Company nor any of
its agents, representatives or attorneys have made any
representations to Executive concerning the meaning or effect of
this General Release other than those specifically set forth
herein; and that Executive has been represented by competent
counsel who has participated in the preparation and review of
this General Release. Executive has been informed by the Company
that he has the right to consider this General Release for a
period of at least 21 days and has the right to revoke this
General Release for a period of seven days after his execution
and delivery of this General Release by giving written notice
thereof to the Company.
IN WITNESS WHEREOF, and intending to be legally bound
hereby, C. Richard Wilson has duly executed this General Release
this ___________ day of May, 1998.
_____________________________
C. Richard Wilson
_____________________________
Witness