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Ferrellgas Partners LP, et al. – ‘10-K’ for 7/31/15 – ‘EX-10.23’

On:  Tuesday, 9/29/15, at 7:06am ET   ·   For:  7/31/15   ·   Accession #:  922358-15-16   ·   File #s:  0-50182, 0-50183, 1-11331, 333-06693-02

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  As Of               Filer                 Filing    For·On·As Docs:Size

 9/29/15  Ferrellgas Partners LP            10-K        7/31/15  139:25M
          Ferrellgas Finance Corp
          Ferrellgas LP
          Ferrellgas Partners Finance Corp

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.56M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     75K 
 3: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML     77K 
 4: EX-3.9      Articles of Incorporation/Organization or Bylaws    HTML     99K 
 5: EX-10.23    Material Contract                                   HTML     54K 
 6: EX-10.25    Material Contract                                   HTML    106K 
 7: EX-10.26    Material Contract                                   HTML    107K 
 8: EX-10.27    Material Contract                                   HTML     88K 
 9: EX-10.28    Material Contract                                   HTML    230K 
10: EX-21.1     Subsidiaries List                                   HTML     39K 
11: EX-23.1     Consent of Experts or Counsel                       HTML     41K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     53K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     53K 
14: EX-31.3     Certification -- §302 - SOA'02                      HTML     53K 
15: EX-31.4     Certification -- §302 - SOA'02                      HTML     53K 
16: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
17: EX-32.2     Certification -- §906 - SOA'02                      HTML     42K 
18: EX-32.3     Certification -- §906 - SOA'02                      HTML     43K 
19: EX-32.4     Certification -- §906 - SOA'02                      HTML     43K 
96: R1          Document And Entity Information                     HTML     86K 
75: R2          Consolidated Balance Sheets                         HTML    149K 
91: R3          Consolidated Balance Sheets (Parenthetical)         HTML     67K 
100: R4          Consolidated Statements Of Earnings                 HTML    125K  
127: R5          Consolidated Statements of Comprehensive Income     HTML     79K  
78: R6          Consolidated Statements Of Partners' Capital        HTML    147K 
                (Deficit)                                                        
90: R7          Consolidated Statements Of Cash Flows               HTML    191K 
69: R8          Consolidated Statements Of Cash Flows Consolidated  HTML     42K 
                Statements Of Cash Flows (Parenthetical)                         
58: R9          Partnership Organization And Formation              HTML     63K 
129: R10         Summary Of Significant Accounting Policies          HTML    230K  
102: R11         Business Combinations                               HTML    276K  
101: R12         Quarterly Distributions Of Available Cash           HTML     46K  
109: R13         Supplemental Financial Statement Information        HTML    175K  
110: R14         Accounts And Notes Receivable, Net And Accounts     HTML     76K  
                Receivable Securitization                                        
106: R15         Goodwill And Intangible Assets, Net                 HTML    221K  
111: R16         Debt                                                HTML    177K  
92: R17         Partners' Capital                                   HTML    117K 
97: R18         Fair Value Measurements                             HTML    230K 
104: R19         Derivative Instruments and Hedging Activities       HTML    353K  
138: R20         Transactions With Related Parties                   HTML     73K  
120: R21         Contingencies And Commitments                       HTML    113K  
84: R22         Employee Benefits                                   HTML     54K 
103: R23         Net Earnings (Loss) Per Common Unitholders'         HTML     77K  
                Interest                                                         
87: R24         Segment Reporting Segment Reporting                 HTML    362K 
47: R25         Quarterly Data (Unaudited)                          HTML    139K 
121: R26         Income Taxes                                        HTML     51K  
134: R27         Subsequent Events                                   HTML     49K  
62: R28         Schedule I Parent Only Balance Sheets, Statements   HTML    158K 
                Of Earnings And Cash Flows                                       
61: R29         Schedule II Valuation And Qualifying Accounts       HTML    133K 
67: R30         Summary Of Significant Accounting Policies          HTML    300K 
                (Policy)                                                         
68: R31         Summary Of Significant Accounting Policies          HTML    125K 
                (Tables)                                                         
70: R32         Business Combinations (Tables)                      HTML    242K 
35: R33         Supplemental Financial Statement Information        HTML    176K 
                (Tables)                                                         
118: R34         Accounts And Notes Receivable, Net And Accounts     HTML     62K  
                Receivable Securitization (Tables)                               
82: R35         Goodwill And Intangible Assets, Net (Tables)        HTML    219K 
85: R36         Debt (Tables)                                       HTML    126K 
52: R37         Partners' Capital (Tables)                          HTML     94K 
137: R38         Fair Value Measurement (Tables)                     HTML    225K  
26: R39         Derivative Instruments and Hedging Activities       HTML    337K 
                Derivative Instruments and Hedging Activities                    
                (Tables)                                                         
72: R40         Transactions With Related Parties (Tables)          HTML     64K 
125: R41         Contingencies And Commitments (Tables)              HTML     84K  
49: R42         Net Earnings (Loss) Per Common Unitholders'         HTML     75K 
                Interest (Tables)                                                
60: R43         Segment Reporting Segment Reporting (Tables)        HTML    355K 
66: R44         Quarterly Data (Unaudited) (Tables)                 HTML    136K 
76: R45         Schedule I Parent Only Balance Sheets, Statements   HTML    159K 
                Of Earnings And Cash Flows (Tables)                              
34: R46         Schedule II Valuation And Qualifying Accounts       HTML    132K 
                (Tables)                                                         
57: R47         Partnership Organization And Formation (Details)    HTML     76K 
28: R48         Summary Of Significant Accounting Policies          HTML     85K 
                (Narrative) (Details)                                            
123: R49         Summary Of Significant Accounting Policies          HTML     64K  
                (Significant Cash And Non-Cash Activities)                       
                (Details)                                                        
48: R50         Summary Of Significant Accounting Policies          HTML     53K 
                (Summary Of Income Tax Expense) (Details)                        
119: R51         Summary Of Significant Accounting Policies          HTML     48K  
                (Deferred Taxes Assets And Liabilities) (Details)                
53: R52         Business Combinations (Narrative) (Details)         HTML     86K 
73: R53         Business Combinations (Schedule Of Funding Of       HTML     59K 
                Acquisitions) (Details)                                          
27: R54         Business Combinations (Aggregate Fair Value)        HTML    132K 
                (Details)                                                        
31: R55         Business Combinations Business Combinations         HTML     49K 
                (Acquired Company Income Statement Impact)                       
                (Details)                                                        
65: R56         Business Combinations Business Combinations (Pro    HTML     48K 
                Forma Information) (Details)                                     
39: R57         Quarterly Distributions Of Available Cash           HTML     48K 
                (Details)                                                        
130: R58         Supplemental Financial Statement Information        HTML     51K  
                (Narrative) (Details)                                            
80: R59         Supplemental Financial Statement Information        HTML     50K 
                (Schedule Of Inventories) (Details)                              
107: R60         Supplemental Financial Statement Information        HTML    132K  
                (Property, Plant And Equipment) (Details)                        
56: R61         Supplemental Financial Statement Information        HTML     63K 
                (Other Current Liabilities) (Details)                            
59: R62         Supplemental Financial Statement Information        HTML     59K 
                (Shipping And Handling Expenses) (Details)                       
116: R63         Accounts And Notes Receivable, Net And Accounts     HTML     77K  
                Receivable Securitization (Narrative) (Details)                  
112: R64         Accounts And Notes Receivable, Net And Accounts     HTML     55K  
                Receivable Securitization (Accounts And Notes                    
                Receivable) (Details)                                            
83: R65         Goodwill And Intangible Assets, Net (Narrative)     HTML     73K 
                (Details)                                                        
114: R66         Goodwill And Intangible Assets, Net (Goodwill And   HTML     83K  
                Intangible Assets, Net) (Details)                                
54: R67         Goodwill And Intangible Assets, Net Goodwill And    HTML     69K 
                Intangible Assets, Net (Goodwill Rollforward)                    
                (Details)                                                        
88: R68         Goodwill And Intangible Assets, Net (Aggregate      HTML     44K 
                Amortization Expense) (Details)                                  
133: R69         Goodwill And Intangible Assets, Net (Estimated      HTML     54K  
                Amortization Expense) (Details)                                  
30: R70         Debt (Short-Term Borrowings Narrative) (Details)    HTML     44K 
46: R71         Debt (Components Of Long-Term Debt) (Details)       HTML    186K 
74: R72         Debt (Senior Notes Narrative) (Details)             HTML     92K 
37: R73         Debt (Secured Credit Facility Narrative) (Details)  HTML    125K 
136: R74         Debt (Interest Rate Swaps Narrative) (Details)      HTML     92K  
50: R75         Debt (Scheduled Annual Principal Payments On        HTML     63K 
                Long-term Debt) (Details)                                        
41: R76         Partners' Capital (Narrative) (Details)             HTML    139K 
45: R77         Partners' Capital (Limited Partner Units)           HTML     57K 
                (Details)                                                        
32: R78         Partners' Capital (Ferrellgas Paid Cash             HTML     63K 
                Distributions) (Details)                                         
36: R79         Partners' Capital (Dividends Expected To Be Paid    HTML     57K 
                To Related Parties) (Details)                                    
98: R80         Fair Value Measurements (Narrative) (Details)       HTML     42K 
43: R81         Fair Value Measurements (Assets And Liabilities     HTML     62K 
                Fair Value Hierarchy) (Details)                                  
131: R82         Fair Value Measurements Fair Value Measurements     HTML     59K  
                (Fair Value, Liabilities Measured on Recurring                   
                Basis, Unobservable Input Reconciliation)                        
                (Details)                                                        
71: R83         Fair Value Measurements Fair Value Measurements     HTML     58K 
                (Fair Value Inputs, Liabilities, Quantitative                    
                Information) (Details)                                           
105: R84         Fair Value Measurements Fair Value Measurements     HTML     56K  
                (Sensitivity of Unobservable Inputs) (Details)                   
113: R85         Derivative Instruments and Hedging Activities       HTML     72K  
                (Narrative) (Details)                                            
42: R86         Derivative Instruments and Hedging Activities       HTML     86K 
                (Fair Value of Financial Derivatives Balance Sheet               
                Locations) (Details)                                             
44: R87         Derivative Instruments and Hedging Activities       HTML     56K 
                Derivative Instruments and Hedging Activities                    
                (Schedule of Derivative Collateral) (Details)                    
128: R88         Derivative Instruments and Hedging Activities       HTML     47K  
                (Fair Value Hedge Derivative Effect on Earnings)                 
                (Details)                                                        
38: R89         Derivative Instruments and Hedging Activities       HTML     61K 
                (Cash Flow Hedge Derivative Effect on                            
                Comprehensive Income) (Details)                                  
99: R90         Derivative Instruments and Hedging Activities       HTML     67K 
                (Changes in Derivative Value Effect on Other                     
                Comprehensive Income Loss) (Details)                             
95: R91         Derivative Instruments and Hedging Activities       HTML     43K 
                Derivative Instruments and Hedging Activities                    
                (Derivatives not Designated as Hedging Instruments               
                Effects on Earnings) (Details)                                   
117: R92         Transactions With Related Parties (Narrative)       HTML     64K  
                (Details)                                                        
94: R93         Transactions With Related Parties (Allocation Of    HTML     52K 
                Transactions With Related Parties) (Details)                     
79: R94         Contingencies And Commitments (Narrative)           HTML     59K 
                (Details)                                                        
122: R95         Contingencies And Commitments (Contractual          HTML     69K  
                Operating Lease Commitments And Buyouts) (Details)               
77: R96         Employee Benefits (Details)                         HTML     51K 
51: R97         Net Earnings (Loss) Per Common Unitholders'         HTML     43K 
                Interest Net Earnings (Loss) Per Common                          
                Unitholders' Interest (Narrative) (Details)                      
86: R98         Net Earnings (Loss) Per Common Unitholders'         HTML     58K 
                Interest (Schedule of Earnings Per Share)                        
                (Details)                                                        
81: R99         Segment Reporting Segment Reporting (Schedule of    HTML     67K 
                Segment Reporting Information, by Segment)                       
                (Details)                                                        
63: R100        Net Earnings (Loss) Per Common Unitholders'         HTML     63K 
                Interest Net Earnings (Loss) Per Common                          
                Unitholders' Interest (Earnings Distribution                     
                Allocation) (Details)                                            
139: R101        Segment Reporting Segment Reporting                 HTML     59K  
                (Reconciliation of Assets from Segment to                        
                Consolidated) (Details)                                          
115: R102        Segment Reporting Segment Reporting (Schedule of    HTML     81K  
                Capital Expenditure Information, by Segment)                     
                (Details)                                                        
93: R103        Segment Reporting Segment Reporting                 HTML    114K 
                (Reconciliation of Consolidated EBITDA to                        
                Consolidated Net Earnings) (Details)                             
33: R104        Quarterly Data (Unaudited) (Summarized Unaudited    HTML     72K 
                Quarterly Data) (Details)                                        
124: R105        Income Taxes (Narrative) (Details)                  HTML     62K  
132: R106        Schedule I Parent Only Balance Sheets, Statements   HTML     89K  
                Of Earnings And Cash Flows (Balance Sheets)                      
                (Details)                                                        
126: R107        Schedule I Parent Only Balance Sheets, Statements   HTML     47K  
                Of Earnings And Cash Flows (Balance Sheets)                      
                (Parenthetical) (Details)                                        
89: R108        Schedule I Parent Only Balance Sheets, Statements   HTML     76K 
                Of Earnings And Cash Flows (Statement Of Earnings)               
                (Details)                                                        
40: R109        Schedule I Parent Only Balance Sheets, Statements   HTML    121K 
                Of Earnings And Cash Flows (Cash Flows) (Details)                
108: R110        Schedule I Parent Only Balance Sheets, Statements   HTML    115K  
                Of Earnings And Cash Flows (Cash Flows)                          
                (Parenthetical) (Details)                                        
55: R111        Schedule II Valuation And Qualifying Accounts       HTML     54K 
                (Details)                                                        
135: XML         IDEA XML File -- Filing Summary                      XML    244K  
29: EXCEL       IDEA Workbook of Financial Reports                  XLSX    175K 
20: EX-101.INS  XBRL Instance -- fgp-20150731                        XML   8.30M 
22: EX-101.CAL  XBRL Calculations -- fgp-20150731_cal                XML    297K 
23: EX-101.DEF  XBRL Definitions -- fgp-20150731_def                 XML   2.03M 
24: EX-101.LAB  XBRL Labels -- fgp-20150731_lab                      XML   2.34M 
25: EX-101.PRE  XBRL Presentations -- fgp-20150731_pre               XML   2.15M 
21: EX-101.SCH  XBRL Schema -- fgp-20150731                          XSD    288K 
64: ZIP         XBRL Zipped Folder -- 0000922358-15-000016-xbrl      Zip    554K 


‘EX-10.23’   —   Material Contract


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 <!   C:   C: 
  Exhibit  





Exhibit 10.23



FERRELL COMPANIES, INC.
2015 DEFERRED APPRECIATION RIGHTS PLAN
1.
PURPOSE. The purposes of the Ferrell Companies, Inc. 2015 Deferred Appreciation Rights Plan (the “Plan”) are as follows:
(a)
to allow upper middle and senior level managers of Ferrellgas, Inc. (“FGI”) to participate in the equity growth of Ferrell Companies, Inc. (“FCI”) and, indirectly (through its “subsidiary” holding), in the equity growth of Ferrellgas Partners, L.P. (the “Partnership”) and its subsidiaries (with FCI, FGI, the Partnership and its subsidiaries being collectively referred to herein as “Companies”);
(b)
to generate an increased incentive to contribute to the Partnership’s future success and prosperity and to focus on the value growth of FCI; and
(c)
to focus on profitable Partnership growth and acquisition activities that will enable increases in the value of all Partnership Units and to increase the equity value of FCI, through an increasing Partnership value, a maximization of Partnership distributions, a reduction of FCI debt, and an optimization of share value growth for the FCI shares held by FCI’s employee stock ownership plan (its “ESOP”).
Unless defined in the sentence or paragraph in which they are used, definitions used herein are set forth in Section 5.9 below.
2.    ADMINISTRATION.
2.1
Administration by Committee. The Plan shall be administered by a committee comprised of at least three members of the FCI’s or FGI’s Management Committee, and generally including the CEO and CFO of FGI, as well as the senior personnel manager of FGI (the “Committee”).
2.2
Authority. Subject to the provisions and limitations of the Plan, the Committee shall have the authority to (a) conclusively interpret the provisions of the Plan, and prescribe, amend, and rescind rules and procedures relating to the Plan, (b) grant Deferred Appreciation Rights awards under the Plan, in such forms and amounts and subject to such terms and conditions as it deems appropriate, (c) modify the terms of, cancel and reissue, or repurchase outstanding Deferred Appreciation Rights awards, (d) suspend the operation of the Plan (or any portion thereof) pursuant to the provisions of Section 5.7 hereinbelow, and (e) make all other determinations and take all other actions as it deems necessary or desirable for the administration of the Plan. The determination of the Committee on matters within its authority shall be conclusive and binding on Companies





and all other persons. The Committee shall comply with all applicable law in administering the Plan.
3.
Participation. Subject to the terms and conditions of the Plan, the Committee shall designate from time to time employees of Companies (including, without limitation, employees who are officers of any Companies entity, but not including employees of Partnership, if any) who shall receive awards under the Plan (“Participants”).
4.
DEFERRED APPRECIATION RIGHTS.
4.1
Grant of DARs. Subject to the terms and conditions of the Plan, the Committee shall designate the employees to whom deferred appreciation rights (“DARs”) are to be awarded under the Plan and shall determine the number and terms of the DARs to be awarded to each of them.
4.2
Exercise of DARs. DARs may be exercised upon such terms and conditions as the Committee, in its sole discretion, determines.
4.3
Term of DARs. The term of a DAR granted under the Plan shall be determined by the Committee in its sole discretion; provided, however, that such term shall not exceed ten years.
4.4
Payment of DAR Amount. Upon exercise of a DAR, a Participant shall be entitled to receive payment from Companies in an amount determined by multiplying:
(a)
The excess of the Fair Market Value of a share of Common Stock on the date of exercise over the “grant price” of the DAR; by
(b)
The number of shares with respect to which the DAR is exercised.
The payment to be made upon a DAR exercise shall be in cash.
5.
GENERAL
5.1
Effective Date. The Plan was adopted by the Board of Directors effective as of 7/31/2015.
5.2
Duration. The Plan shall remain in effect until all awards granted under the Plan have been satisfied by the payment of cash, or have been terminated in accordance with the terms of the Plan or the award agreement.
5.3
Non-transferability of Awards. No award granted under the Plan may be transferred, pledged, or assigned by the employee except by will or the laws of descent and distribution in the event of death, and FCI shall not be required to recognize any attempted assignment of such rights by any Participant. During a Participant’s lifetime, awards may be exercised only by the Participant or by the Participant’s guardian or legal representative. Notwithstanding the foregoing, at the discretion of the Committee, a grant of an award may (but need not) permit the transfer of the award by the Participant solely to members of the Participant’s immediate family or trusts or family partnerships for the benefit of such persons, subject to such terms and conditions as may be established by the Committee.





5.4
Compliance with Applicable Law and Withholding.
(a)
The award of any benefit under the Plan shall be made subject to such provisions as the Committee determines appropriate to comply with all applicable laws.
(b)
The Companies’ entities shall have the right to deduct from the cash proceeds payable upon exercise of a DAR any taxes required by law to be withheld.
5.5
No Continued Employment. Participation in the Plan will not affect any right any entity of Companies has to terminate the employment of a Participant or give any Participant the right to be retained in the employ of the Companies or any right or claim to any benefit under the Plan unless such right or claim has specifically accrued under the terms of any award under the Plan.
5.6
Treatment as a Stockholder. No award granted to a Participant under the Plan shall create any rights in such Participant as a stockholder of FCI.
5.7
Amendment or Discontinuation of the Plan. The Board of Directors may amend, suspend, or discontinue the Plan at any time; provided, however, that (a) the Committee may amend or suspend the Plan to avoid the occurrence of any of the events/circumstances described in Section 5.8 below; and (b) other than such an amendment or suspension by the Committee, no amendment, suspension or discontinuance shall adversely affect any outstanding award.
5.8
Limitations on Applicability. No Plan provision shall be applicable if its application would (a) cause a default under the terms of an extension of credit made to any Companies’ entity, (b) have an effect on the ability of the Partnership to make any “Restricted Payment,” or (c) cause a material change in FCI’s Federal, state or local corporate or tax status. In addition to the powers reserved to the Committee in Section 2.2 above, the Committee shall have complete discretion to administer the Plan in such a way as will prevent the occurrence of any such default, inability to make a Restricted Payment or change in corporate tax status.

5.9
Definitions.
(a)
Fair Market Value. Except as otherwise determined by the Committee, the “Fair Market Value” of a share of Common Stock as of any date shall equal the value of such a share most recently determined for the ESOP by its independent financial advisor to the ESOP (assuming no material change in such value since the date as of which such determination was made); provided, however, that the “Fair Market Value” of a share of Common Stock as of any July 31st or January 31st shall equal the value of such a share, as of such date, as determined by such independent financial advisor.
(b)
Restricted Payment. The term “Restricted Payment” of the Partnership or its subsidiaries means, as applicable, a “Restricted Payment” as defined in the debt documents of either the Partnership or its subsidiaries.




12 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/29/23  Ferrellgas Partners LP            10-K        7/31/23  129:17M                                    Toppan Merrill Bridge/FA
 9/30/22  Ferrellgas Partners LP            10-K        7/31/22  126:17M                                    Toppan Merrill Bridge/FA
 6/10/22  Ferrellgas Partners LP            10-Q        4/30/22   94:16M                                    Toppan Merrill Bridge/FA
 3/11/22  Ferrellgas Partners LP            10-Q        1/31/22   94:16M                                    Toppan Merrill Bridge/FA
12/15/21  Ferrellgas Partners LP            10-Q       10/31/21   94:14M                                    Toppan Merrill Bridge/FA
10/15/21  Ferrellgas Partners LP            10-K        7/31/21  135:25M                                    Toppan Merrill Bridge/FA
 6/14/21  Ferrellgas Partners LP            10-Q        4/30/21   98:17M                                    Toppan Merrill Bridge/FA
 3/08/21  Ferrellgas Partners LP            10-Q        1/31/21   97:27M                                    Toppan Merrill Bridge/FA
12/15/20  Ferrellgas Partners LP            10-Q       10/31/20   94:21M                                    Toppan Merrill Bridge/FA
10/15/20  Ferrellgas Partners LP            10-K        7/31/20  128:36M                                    Toppan Merrill Bridge/FA
 2/24/16  SEC                               UPLOAD10/05/17    1:39K  Ferrellgas LP
 2/04/16  SEC                               UPLOAD10/05/17    1:162K Ferrellgas LP
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