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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/04/20 Ferrellgas Partners LP 10-Q 4/30/20 95:28M Toppan Merrill Bridge/FA Ferrellgas LP Ferrellgas Finance Corp Ferrellgas Partners Finance Corp |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 2.24M 2: EX-10.21 Material Contract HTML 44K 3: EX-10.22 Material Contract HTML 45K 4: EX-10.23 Material Contract HTML 44K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 38K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K 7: EX-31.3 Certification -- §302 - SOA'02 HTML 38K 8: EX-31.4 Certification -- §302 - SOA'02 HTML 38K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 31K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 30K 11: EX-32.3 Certification -- §906 - SOA'02 HTML 30K 12: EX-32.4 Certification -- §906 - SOA'02 HTML 31K 42: R1 Document And Entity Information HTML 71K 93: R2 Consolidated Balance Sheets HTML 143K 63: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K 33: R4 Consolidated Statements Of Operations HTML 113K 43: R5 Consolidated Statements of Comprehensive Income HTML 70K (Loss) 94: R6 Consolidated Statements Of Partners' Deficit HTML 105K 64: R7 Consolidated Statements Of Cash Flows HTML 139K 31: R8 Partnership Organization And Formation HTML 58K 45: R9 Summary Of Significant Accounting Policies HTML 47K 46: R10 Leases HTML 373K 36: R11 Supplemental Financial Statement Information HTML 295K 60: R12 Accounts And Notes Receivable, Net And Accounts HTML 79K Receivable Securitization 89: R13 Debt HTML 205K 47: R14 Partners' deficit HTML 128K 37: R15 Revenue from contracts with customers HTML 149K 61: R16 Fair Value Measurements HTML 216K 90: R17 Derivative Instruments and Hedging Activities HTML 489K 48: R18 Transactions With Related Parties HTML 83K 35: R19 Contingencies And Commitments HTML 50K 69: R20 Net Earnings (Loss) Per Common Unitholders' HTML 71K Interest 76: R21 Guarantor financial information HTML 1.85M 49: R22 Subsequent Events HTML 32K 19: R23 Summary Of Significant Accounting Policies HTML 51K (Policy) 70: R24 Leases (Tables) HTML 446K 77: R25 Supplemental Financial Statement Information HTML 303K (Tables) 50: R26 Accounts And Notes Receivable, Net And Accounts HTML 70K Receivable Securitization (Tables) 20: R27 Debt (Tables) HTML 177K 68: R28 Partners' deficit (Tables) HTML 124K 78: R29 Revenue from contracts with customers (Tables) HTML 136K 95: R30 Fair Value Measurement (Tables) HTML 209K 65: R31 Derivative Instruments and Hedging Activities HTML 481K (Tables) 34: R32 Transactions With Related Parties (Tables) HTML 80K 44: R33 Net Earnings (Loss) Per Common Unitholders' HTML 70K Interest (Tables) 92: R34 Guarantor financial information (Tables) HTML 1.85M 62: R35 Partnership Organization And Formation (Details) HTML 90K 32: R36 Summary Of Significant Accounting Policies (New HTML 36K Accounting Standards) (Details) 41: R37 Leases - Assets and Liabilities (Details) HTML 63K 91: R38 Leases - Lease Expenses (Details) HTML 68K 66: R39 Leases - Maturity (Details) HTML 95K 81: R40 Leases - Assumptions (Details) HTML 39K 72: R41 Leases - Cash Flow (Details) HTML 35K 25: R42 Supplemental Information - Inventories (Details) HTML 42K 55: R43 Supplemental Information - Prepaids and Other HTML 44K Assets (Details) 80: R44 Supplemental Information - Other Current HTML 50K Liabilities (Details) 71: R45 Supplemental Information - Shipping and Handling HTML 49K (Details) 24: R46 Supplemental Information - Cash (Details) HTML 71K 54: R47 Accounts And Notes Receivable, Net And Accounts HTML 47K Receivable Securitization (Details) 79: R48 Accounts And Notes Receivable, Net And Accounts HTML 67K Receivable Securitization - Additional information (Details) 73: R49 Debt - Short-Term Borrowings (Details) HTML 32K 57: R50 Debt - Components Of Long-Term Debt (Details) HTML 70K 85: R51 Debt - Long-Term Debt Activity (Details) HTML 145K 39: R52 Debt Maturities (Details) HTML 50K 28: R53 Debt - Secured Senior Note and Credit Facility HTML 89K (Details) 58: R54 Debt - Covenants (Details) HTML 51K 86: R55 Partners' Deficit - Limited Partner Units HTML 40K (Details) 40: R56 Partners' Deficit - Ownership (Details) HTML 56K 29: R57 Partners' Deficit - Paid Distributions (Details) HTML 64K 56: R58 Partners' Deficit - Contributions and AOCI HTML 87K (Details) 87: R59 Revenue from contracts with customers (Details) HTML 101K 51: R60 Fair Value Measurements - Assets and Liabilities HTML 39K (Details) 22: R61 Fair Value Measurements - Other Financial HTML 45K Instruments (Details) 74: R62 Derivative Instruments and Hedging Activities - HTML 60K Balance Sheet (Details) 82: R63 Derivative Instruments and Hedging Activities - HTML 46K Derivative Collateral (Details) 52: R64 Derivative Instruments and Hedging Activities - HTML 32K Effect on Earnings (Details) 23: R65 Derivative Instruments and Hedging Activities - HTML 57K Effect on Comprehensive Income and Change in FV (Details) 75: R66 Derivative Instruments and Hedging Activities - 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fgp_Ex10_22 |
Exhibit 10.22
FERRELLGAS, INC.
7500 COLLEGE BOULEVARD
VIA ELECTRONIC MAIL AND FEDERAL EXPRESS
Bryan Wright
[Personal Contact Information
Intentionally Omitted] [BryanWright@ferrellgas.com]
RE:Change in Control Retention Bonus
Dear Bryan,
To induce you to remain employed with Ferrellgas, Inc. (the “Company”), the Company is pleased to offer you an opportunity to earn a Change in Control retention bonus, as described in this letter agreement, in the event a Change in Control were to occur between the date of this letter (the “Effective Date”) and April 30, 2021 (the “Expiration Date”).
In recognition of your continued service with the Company commencing on the Effective Date through the date of consummation of a Change in Control if a Change in Control were to occur on or prior to the Expiration Date (the “Retention Period”), the Company will pay you a Change in Control retention bonus in the amount of $600,000 (base compensation rate of $400,000 X 1.5), less all applicable withholdings and deductions required by law, subject to your satisfaction of the requirements specified herein (the “Change in Control Retention Bonus”). As used herein, the term “Change in Control” is defined in Appendix A attached hereto and made a part hereof.
You will be eligible to receive the Change in Control Retention Bonus only if (i) a Change in Control were to occur during the Retention Period, and (ii) if you are actively employed on a continuous basis by the Company through the date of consummation of a Change in Control that occurs during the Retention Period.
If you are eligible to receive the Change in Control Retention Bonus, it will be paid to you in a one lump sum cash payment on the Company’s first regularly scheduled pay date coinciding with or immediately following the date of consummation of a Change in Control.
Your employment with the Company remains at-will, meaning that you and the Company may terminate the employment relationship at any time, with or without cause, and with or without notice. If your employment terminates for any reason during the Retention Period prior to the date of consummation of a Change in Control, no Change in Control Retention Bonus will be paid to you.
This letter agreement contains all of the understandings and representations between the Company and you relating to the potential Change in Control Retention Bonus and supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any retention bonus. This letter agreement may not be amended or modified unless in writing signed by both the Company and you. This letter agreement, for all purposes, shall be construed in accordance with the laws of the State of Kansas without regard to conflicts-of-law principles.
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Very truly yours, |
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Ferrellgas, Inc. |
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Agreed to and accepted: |
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By: |
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Bryan Wright |
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APPENDIX A
A “Change in Control” shall be deemed to mean the first of the following events to occur after the Effective Date and on or prior to the Expiration Date:
(a)any person or group of persons (as defined in Section 13(d) and 14(d) of the Exchange Act) together with its affiliates, but excluding (i) the Company or any of its direct or indirect subsidiaries, (ii) any employee benefit plans of the Company or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (individually a “Person” and collectively, “Persons”), is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing 33% or more of the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates); or
(b)the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity regardless of which entity is the survivor, other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the then outstanding voting securities of such surviving entity or any parent thereof, calculated immediately after such merger or consolidation or (ii) a merger or consolidation that would result in one or more Related Parties owning more than 50% of the combined voting power of the then outstanding voting securities of the surviving entity or any parent thereof; or
(c)the stockholders of the Company approve a plan of complete liquidation or winding-up of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, provided, however, that a sale of the Company's search business shall not constitute a Change in Control, regardless of whether stockholders approve the transaction; and provided, further, that, no sale of all or substantially all the Company’s assets shall constitute a Change-in-Control if the sale is to a Related Party; or
(d)the majority of the seats (other than vacant seats) on the Board of Directors (or similar governing body) of the Company (or its direct or indirect parent holding company) ceases to be occupied by Persons who either (i) were members of the Board of Directors of the Company (or its direct or indirect parent holding company) as of the Effective Date; or (ii) subsequently became a director of the Company and whose initial election or initial nomination for election by the Company’s shareholders was approved by a majority of the Continuing Directors then on the Board of Directors of the Company. For purposes of this Agreement, the term “Continuing Director” shall mean any person who is a member of the Board of Directors of the Company, while such person is a member of the Board of Directors, and who (i) was a member of the Board of Directors on the Effective Date; or (ii) subsequently becomes a member of the Board of Directors, if such person’s nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors.
(e)Ferrell Companies, Inc. ceases to beneficially own and control, directly or indirectly, at least 51% on a fully diluted basis of the aggregate economic interests in the capital stock of the Company;
(f)The Company ceases to be the General Partner with power to manage and control either or both of Ferrellgas Partners, LP and Ferrellgas LP; or
(g)Ferrellgas Partners, LP shall cease to beneficially own and control, directly or indirectly,100% on a fully diluted basis of the aggregate limited partnership interests in Ferrellgas, LP; or
(h)Any “change of control” or similar event shall occur under, and as defined in or set forth in, the documents evidencing or governing any Indebtedness of the Company, Ferrellgas Partners, LP or Ferrellgas, LP.
“Related Party” means any of the following:
(a)any immediate family member or lineal descendent of James E. Ferrell;
(b)any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consists of any one or more of James E. Ferrell or such other Persons referred to in the immediately preceding clause (1);
(c)the Ferrell Companies, Inc. Employee Stock Ownership Trust (the “FCI ESOT”)
(d)any participant in the FCI ESOT whose account has been allocated shares of Ferrell Companies, Inc.
(e)Ferrell Companies, Inc.; or
(f)Any subsidiary of Ferrell Companies, Inc.
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/30/21 | ||||
Filed on: | 6/4/20 | 8-K | ||
For Period end: | 4/30/20 | |||
4/24/20 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 Ferrellgas Partners LP 10-K 7/31/22 126:17M 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 |