First Amendment to Employment Agreement between Inergy Partners, LLC and R. Brooks Sherman Jr.

Summary

This amendment updates the employment agreement between Inergy Partners, LLC and R. Brooks Sherman Jr. It revises the terms of the employee's participation in a key employee equity plan, specifying potential equity value after five years and outlining alternative compensation if the company completes an IPO by August 31, 2001. The amendment also clarifies that it, along with the original agreement, represents the full understanding between the parties and sets Missouri law as the governing law, with Delaware law as a backup.

EX-10.10(A) 4 dex1010a.txt AMENDED EMPLOYMENT AGREEMENT EXHIBIT 10.10(a) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------------- THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is made and entered into this 19th day of July, 2001 by and between Inergy Partners, LLC, a Delaware limited liability company (the "Company"), and R. Brooks Sherman Jr., an individual (the "Employee"). WHEREAS, the parties entered into that certain Employment Agreement, dated as of December 4, 2000 (the "Employment Agreement"); and WHEREAS, the parties desire to amend the Employment Agreement as provided herein; NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties agree as follows: 1. Additional Benefits. Section 4(b) of the Employment Agreement is ------------------- hereby amended to read in its entirety as follows: (b) It is expected that during fiscal year 2001, the Company will have in place a key employee equity plan that the Employee will participate in, such that, assuming (i) the value of the units (or other securities pursuant to such key employee equity plan) grows at a fifteen percent (15%) annual rate (compounded annually) from the date of their issuance, and (ii) the Employee is employed by the Company continuously for a five (5)-year period from the date of such issuance, the Employee would have equity value (computed as the difference between the value of the units (or other securities pursuant to the key employee equity plan) and the strike price) under such key employee equity plan equal to Five Hundred Thousand Dollars ($500,000) on the fifth anniversary date of such issuance. The Employee will vest in accordance with the provisions of such plan. In the event of an initial public offering ("IPO") of partnership units of a master limited partnership ("MLP") sponsored by the Company on or prior to August 31, 2001, the Employee's rights under this Section 4(b) shall automatically ------------ terminate and in lieu thereof Employee shall be granted options to acquire 27,750 common units of the MLP with an exercise price equal to the IPO price per common unit, all as may be subject to the provisions of such option agreement and/or plan of the MLP. 2. Entire Agreement. This Amendment and the Employment Agreement as ---------------- amended by this Amendment embody the entire agreement and understanding between the parties hereto and supersede any and all prior agreements and understandings between the parties hereto relating to the subject matter hereof. 3. Governing Law. This Amendment and all rights and obligations of ------------- the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Missouri applicable to agreements made and to be performed entirely within the State, including all matters of enforcement, validity and performance; provided, however, that to the extent any provision herein is deemed unenforceable in the State of Missouri, then this Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware. 4. Counterparts. This Amendment may be executed in any number of ------------ counterparts, all of which taken together shall constitute one agreement, and all of the parties hereto may execute this Amendment by signing any such counterpart. IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment Agreement as of the date set forth above. INERGY PARTNERS, LLC By: /s/ John J. Sherman --------------------------- John J. Sherman, President /s/ R. Brooks Sherman Jr. ------------------------------- R. Brooks Sherman Jr.