EXHIBIT 10.2
DESCRIPTION OF SEVERANCE ARRANGEMENTS FOR XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx, Senior Vice President, Administration and General
Counsel of Buckeye Pipe Line Company LLC, the general partner (the "General
Partner") of Buckeye Partners, L.P. (the "Partnership"), and Glenmoor LLC
("Glenmoor") are parties to an Amended and Restated Employment and Severance
Agreement, dated as of May 4, 2004 (the "Employment Agreement"), which provides
for, among other things, the payment of severance and the continuation of
certain benefits following (a) an involuntary termination of Xx. Xxxxxx'x
employment for any reason other than for "cause" or (b) a voluntary termination
of employment by Xx. Xxxxxx for "good reason," which includes, in certain
circumstances, a termination in connection with a "change of control" of the
Partnership. The Employment Agreement provides for a severance payment of 3.0
times Xx. Xxxxxx'x annualized base salary at the time of termination in the
circumstances described in clauses (a) and (b) above. In addition, the
Partnership will provide certain benefits to Xx. Xxxxxx for a period of 18
months (36 months if the triggering event is a "change of control") following
his termination. For purposes of the Employment Agreement, a "change of control"
is defined as the acquisition (other than by the General Partner and its
affiliates) of 80 percent or more of the LP Units of the Partnership, 51 percent
or more of the general partnership interests owned by the General Partner or 50
percent or more of the voting equity interest of the Partnership and the General
Partner on a combined basis. Although the Partnership is not obligated for
Xx. Xxxxxx'x compensation and benefits generally under the Exchange Agreement,
the Partnership would be required to reimburse Glenmoor for certain severance
costs incurred under the Employment Agreement. The Employment Agreement
supercedes certain severance agreements previously entered into by Xx. Xxxxxx
and the General Partner (and its affiliates) for which the Partnership had
similar reimbursement obligations.
