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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 |
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 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Exhibit |
(a) | Board. The term “Board” means the Board of Directors of the Company. |
(b) | Cause. The
term “Cause” means: |
(i) | the willful and continued failure by the Executive to substantially perform his duties for the Company (other than any such failure resulting from the Executive’s being disabled) within a reasonable period of time after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties; |
(ii) | the willful engaging by the Executive in conduct which
is demonstrably and materially injurious to the Company, monetarily or otherwise; |
(iii) | the engaging by the Executive in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Board, the Executive’s credibility and reputation no longer conform to the standard of the Company’s executives; or |
(iv) | the Executive’s material breach of a material term of this Agreement. |
(c) | Change in Control. The term “Change in Control” means the first to occur of any of the following that occurs after the Effective Date: |
(i) | any merger or consolidation of the Company in which the Company is not the survivor; |
(ii) | any
sale of all or substantially all of the common stock of Ferrell Companies, Inc. by the Ferrell Companies, Inc. Employee Stock Ownership Trust; |
(iii) | a sale of all or substantially all of the common stock of the Company; |
(iv) | a replacement of the Company as the General Partner of Ferrellgas Partners, L.P.; |
(v) | a
public sale of at least 51 percent of the equity of Ferrell Companies, Inc.; or |
(vi) | such other transaction designated as a Change in Control by the Board. |
(d) | Confidential Information. For purposes of this Agreement, the term "Confidential Information" shall include (i) all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and the affiliates which is acquired by or disclosed to the Executive during the course of his
employment with the Company and (ii) all non-public information concerning any other person or company that was shared with the Company or an affiliate of the Company that is subject to an agreement to maintain the confidentiality of such information. |
(e) | COBRA. The term “COBRA” means continuing group health coverage required by section 4980B of the Code or sections 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended. |
(f) | Code. The
term “Code” means the Internal Revenue Code of 1986, as amended. |
(g) | Good Reason. The term “Good Reason” means any of the following which occur after the Effective Date without the consent of the Executive: |
(a) | A reduction in excess of 10% in the Executive’s Salary (as defined in paragraph 4(a)) or target incentive potential as in effect as of the Effective Date, as the same may be modified from time to time in accordance with this Agreement; |
(b) | A
material diminution in the Executive’s authority, duties or responsibilities as in effect as of the Effective Date, as the same may be modified from time to time in accordance with this Agreement; |
(c) | The relocation of the Executive’s principal office location to a location which is more than 50 highway miles from the location of the Executive’s principal office location as in effect on the Effective Date (or such subsequent principal location agreed to by the Executive); or |
(d) | The Company’s material breach of any material term
of this Agreement. |
(h) | Termination Date. The term “Termination Date” with respect
to the Executive means the date on which the Executive’s employment with the Company and its affiliates terminates for any reason, including voluntary resignation. If the Executive becomes employed by the entity into which the Company is merged, or the purchaser of substantially all of the assets of the Company, or a successor to such entity or purchaser, the Executive’s Termination Date shall not be treated as having occurred for purposes of this Agreement until such time as the Executive terminates employment with the successor and its affiliates (including, without limitation, the merged entity or purchaser). If the Executive is transferred to employment with an affiliate (including a successor to the Company, and regardless of whether before, on, or after a Change in Control), such transfer shall not constitute the Executive’s Termination Date for purposes of this Agreement. To the extent that any payments or benefits under the Agreement are subject to section
409A of the Code and are paid or provided on account of the Executive’s Termination Date, the determination as to whether the Executive has had a Termination Date (or other termination of employment or separation from service) shall be made in accordance with section 409A of the Code and the guidance issued thereunder. |
(a) | The
Executive shall receive, for each 12-consecutive month period beginning on the Effective Date and each anniversary thereof, a base annual salary (“Salary”) at the rate of $335,000. The Salary shall be payable in accordance with the regular payroll practices of the Company. The Executive’s rate of Salary shall be reviewed annually by the Board; provided that the Executive’s rate of Salary will not be reduced. |
(b) | The Executive shall be eligible to participate in employee benefit plans and programs maintained from time to time by the Company for the benefit of similarly situated senior management employees, subject to the terms and conditions of such plans. |
(c) | The
Executive shall be entitled to bonuses from the Company as set forth in the attached Exhibit A. |
(d) | The Executive shall be reimbursed by the Company, on terms and conditions that are substantially similar to those that apply to other similarly situated senior management employees of the Company and in accordance with the Company’s expense reimbursement policy, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items which are consistent with the Company’s expense reimbursement policy and actually incurred by the Executive in the promotion of the Company’s business; provided, however, that, the reimbursement of any such expenses that are taxable to the Executive shall
be made on or before the last day of the year following the year in which the expense was incurred and the amount of the expenses eligible for reimbursement during one year will not affect the amount of expenses eligible for reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. |
(a) | Minimum
Payments. If the Executive’s Termination Date occurs during the Agreement Term for any reason, the Executive shall be entitled to the following payments, in addition to any payments or benefits to which the Executive may be entitled under the following provisions of this Section 5 (other than this paragraph 5(a)) or the express terms of any employee benefit plan or as required by law: |
(i) | the Executive’s earned but unpaid Salary for the period ending on the Executive’s Termination Date; |
(i) | the Executive’s accrued but unpaid vacation
pay for the period ending with the Executive’s Termination Date, as determined in accordance with the Company’s policy as in effect from time to time, and all other amounts earned and owed to the Executive through and including the Termination Date; |
(ii) | the Executive’s unreimbursed business expenses; and |
(iii) | any amounts payable to the Executive under the terms of any employee benefit plan. |
(b) | Termination by the Company for Cause; Termination for Death or Disability. If
the Executive’s Termination Date occurs during the Agreement Term and is a result of (i) the Company’s termination of the Executive’s employment on account of Cause or for disability, or (ii) the Executive’s death, then, except as described in paragraph 5(a) or as agreed in writing between the Executive and the Company, neither the Executive nor any other person shall have any right to payments or benefits under this Agreement (and the Company shall have no obligation to make any such payments or provide any such benefits) for periods after the Executive’s Termination Date. |
(c) | Termination Other than for Cause; Termination for Good Reason. If the Executive’s Termination Date occurs during the Agreement Term and is a result of the Executive’s termination
of employment (i) by the Company for any reason other than Cause (and is not on account of the Executive’s death, disability, the Executive’s voluntary resignation, or the mutual agreement of the parties or otherwise as pursuant to paragraph 5(d)), or (ii) by the Executive for Good Reason, the Executive shall be entitled to the following payments and benefits: |
(i) | A payment equal to two times the Executive’s Salary in effect immediately prior to the Termination Date without regard to any reduction thereof in contemplation of the Termination Date. |
(ii) | A
payment equal to two times the Executive’s Target Bonus (as defined in Exhibit A), at his Target Bonus rate in effect immediately prior to the Termination Date without regard to any reduction thereof in contemplation of the Termination Date. |
(iii) | For the two year period following the Termination Date, the Executive shall be entitled to receive continuing group medical coverage for himself and his dependents (on a non-taxable basis, including if necessary, payment of any gross-up payments necessary to result in net non-taxable benefits), which coverage is not materially less favorable to the Executive than the group medical coverage which was provided to the Executive by the Company or its affiliates immediately prior to the Termination Date. To
the extent applicable and to the extent permitted by law, any continuing coverage provided to the Executive and/or his dependents pursuant to this subparagraph (iii) shall be considered part of, and not in addition to, any coverage required under COBRA. |
(iv) | The Executive will be provided with a lump sum payment of $12,000 for professional outplacement services. |
(d) | Termination for Voluntary Resignation, Mutual Agreement or Other Reasons. If the Executive’s Termination Date occurs during the Agreement Term and is a result of the Executive’s voluntary
resignation, the mutual agreement of the parties, or any reason other than those specified in paragraphs 5(b) or (c) above, then, except as described in paragraph 5(a) or as agreed in writing between the Executive and the Company, the Executive shall have no right to payments or benefits under this Agreement (and the Company shall have no obligation to make any such payments or provide any such benefits) for periods after the Executive’s Termination Date. |
(a) | any payment or benefit to which the Executive is entitled from the Company, any affiliate, or trusts established by the Company or by any affiliate (the “Payments,” which shall include, without limitation, the vesting of an option or other non-cash benefit or property) are subject to the tax imposed by section 4999 of the Code or any successor provision to that section; and |
(b) | reduction
of the Payments to the amount necessary to avoid the application of such tax would result in the Executive retaining an amount that is greater than the amount he would retain if the Payments were made without such reduction but after the reduction for the amount of the tax imposed by section 4999 of the Code; |
(a) | The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. |
(b) | After a successor assumes this Agreement in accordance with this Section 18, only such successor shall be liable for amounts payable after such assumption, and no other companies (including, without limitation, the Company and any other predecessors) shall have liability for amounts payable after such assumption. |
(c) | If
the successor is required to assume the obligations of this Agreement under subparagraph 18(a), the successor shall execute and deliver to the Executive a written acknowledgment of the assumption of the Agreement. |
(a) | in
the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery; |
(b) | in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; or |
(c) | in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone or otherwise; |
EXECUTIVE |
FERRELLGAS, INC. |
_/s/ Stephen L. Wambold.______ Its Chief Executive Officer Date |
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 UPLOAD¶ 10/05/17 1:39K Ferrellgas LP 2/04/16 SEC UPLOAD¶ 10/05/17 1:162K Ferrellgas LP |