RETENTION BONUS AGREEMENT
This Retention Bonus Agreement (this Agreement) is made and entered into as of December 4, 2019, by and between Buckeye Pipe Line Services Company (the Company) and [●] (the Employee).
WHEREAS, this Agreement is being entered into in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the Merger Agreement), dated as of May 10, 2019, by and among Buckeye Partners, L.P. (BPL), Hercules Intermediate Holdings LLC (Parent), Hercules Merger Sub LLC (Merger Sub), the Company, and Buckeye GP LLC, the general partner of the Partnership (the Merger Agreement), pursuant to which Merger Sub will be merged with and into BPL, with BPL surviving the merger as a subsidiary of Parent (the Merger) and pursuant to which the Company may be purchased by affiliates of Parent;
WHEREAS, in connection with and subject to the completion of the Merger, the Company desires to provide the Employee with the opportunity to receive a retention bonus related to the Employees continued employment with the Company through the six-month and eighteen-month anniversaries of the Closing Date (as defined in the Merger Agreement); and
WHEREAS, the Employee desires to continue employment with the Company subject to, among other things, the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Retention Bonus. Provided that the Employee fully satisfies each of the conditions set forth in this Agreement (including, without limitation, Section 2 below), the Company shall pay the Employee a lump sum of $[●] (the First Retention Bonus), within thirty (30) days following the six-month anniversary of the Closing Date (the First Retention Date), and a lump sum of $[●] (the Second Retention Bonus and together with the First Retention Bonus, the Aggregate Retention Bonus), within thirty (30) days following the eighteen-month anniversary of the Closing Date (the Second Retention Date) or earlier as provided herein.
2. Conditions to Eligibility. To be eligible for the First Retention Bonus and Second Retention Bonus, the Employee must (i) remain continuously employed in Good Standing (as defined below) with the Company during the period commencing on the date hereof and ending on the First Retention Date and Second Retention Dates, respectively, and (ii) execute and not revoke a Release (as defined below) with respect to both the First Retention Bonus and Second Retention Bonuses, respectively. If the Employee is not employed in Good Standing as of the First Retention Date, the Employee will not be entitled to receive any portion of the Aggregate Retention Bonus, and if the Employee is not employed in Good Standing on the Second Retention Date, the Employee will not be entitled to receive any portion of the Second Retention Bonus. Good Standing means the Employee (i) is employed by the Company (or an affiliate of the Company or BPL, not including any affiliates of IFM Global Infrastructure Fund that are otherwise unrelated to the Company or BPL) and has not tendered oral or written notice of intent to resign without Good Reason (as defined below) effective as of a date on or before the First Retention Date or the Second Retention Date, as applicable; (ii) has not behaved in a manner that would reasonably be expected to be grounds for discharge for Cause (as defined below); and (iii) is in full compliance with the terms and provisions set forth in this Agreement.