Executive Employment Agreement, effective as of August 1, 2023, by and between Ferrellgas, Inc. and Tamria A. Zertuche
Exhibit 10.18
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Employment Agreement”) is made as of August 1, 2023 (the “Effective Date”), between Ferrellgas, Inc., a Delaware corporation (the “Company”), and Tamria Zertuche (“Executive”). The Executive and the Company are each referred to as a “Party” and collectively, the “Parties.”
WHEREAS, the Company desires to employ Executive upon the terms and conditions hereinafter set forth, and Executive desires to accept employment with the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
In exchange for services rendered by Executive hereunder, the Company shall provide the following:
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(A) | Executive’s accrued but unpaid Base Salary through the date of termination; |
(B) | any properly documented reimbursable expenses owed to Executive (clauses (A) and (B) of this Section 4(e)(i), collectively, the “Accrued Obligations”). |
(A) | payment of Accrued Obligations; |
(B) | a lump sum payment of any amounts remaining under this Employment Agreement; and |
(C) | subject to Executive’s election of and qualification for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for a period of twelve (12) consecutive months following termination of employment, premium costs for COBRA insurance benefits in the monthly amount the Company was paying toward Executive’s Company-provided group health plan insurance coverage immediately prior to Executive’s cessation of employment. |
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The amounts described in clauses (B) and (C) of this Section 4(e)(ii) will commence to be paid to Executive within sixty (60) days following the date of termination, provided that Executive (or, in the event of Executive’s death, Executive’s estate) has executed and delivered to the Company not later than forty-five (45) days following the date of termination an irrevocable general waiver and release of claims in the form provided by the Company to Executive (or, in the event of Executive’s death, Executive’s estate) after Executive’s termination (the “General Release”) and the latest date on which the General Release is subject to revocation has expired. The Accrued Obligations shall be paid no later than as required by law or within twenty (20) days following the date of termination, whichever occurs earlier. As to any amount described in clause (B) of this Section 4(e)(ii) that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), if the sixty (60) day period begins in one calendar year and ends in a second (2nd) calendar year, payment shall always be paid in the second (2nd) calendar year. All payments of amounts described in clauses (B) and (C) of this Section 4(e)(ii) are subject to Executive’s continued compliance with the provisions of Sections 5 or 21 hereof.
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Notices to Executive:
Tamria Zertuche
Address and email of file with the Company.
Notices to the Company:
VP of Human Resources (presently, Brent Banwart)
One Liberty Plaza
Liberty, MO 64068
***@***
and
Chairman, Compensation Committee (presently, Edward Newberry)
[ ***@***]
or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Employment Agreement shall be deemed to have been given when so delivered or sent.
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* * *
[Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement effective as of the date first written above but signed on the date(s) indicated below.
COMPANY:
Ferrellgas, Inc.
By: /s/ Brent Banwart
Name:Brent Banwart
Title: VP, Human Resources
Date: July 25, 2023
EXECUTIVE:
/s/ Tamria Zertuche _
Tamria Zertuche
Date: July 25, 2023
[Signature Page to Executive Employment Agreement]
Attachment A
EXECUTIVE CONFIDENTIALITY & RESTRICTIVE COVENANTS AGREEMENT
THIS EXECUTIVE CONFIDENTIALITY & RESTRICTIVE COVENANTS AGREEMENT (this “Restrictive Covenants Agreement”) is made as of August 1, 2023 (the “Effective Date”), between Ferrellgas, Inc., and its predecessors, divisions, affiliates, successors, and assigns, a Delaware corporation (the “Company”), and Tamria Zertuche (“Executive”). The Executive and the Company are each referred to as a “Party” and collectively the “Parties.”
WHEREAS, the Company wishes to obtain reasonable protection of its confidential business, trade secret, and technical information which it has developed, acquired and/or is or may be developed or acquired by the Company at substantial expenses; and
WHEREAS, the Company wishes to obtain reasonable protection against unfair competition and solicitation during the Executive’s employment by the Company and following termination of the Executive’s employment by the Company and to further protect against unfair use of its confidential business and technical information the Company desires to have Executive execute this Agreement; and
WHEREAS, the Executive is willing to execute this Restrictive Covenants Agreement and grant the Company the benefits of the restrictive covenants contained herein.
For and in consideration of the continued employment of Executive as President and Chief Executive Officer, and for the promises outlined herein and in Executive’s Employment Agreement, Executive agrees as follows:
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Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work, all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ and Affiliates’ actual or anticipated business, research, and development or existing or future products or services and which are conceived, developed, or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, (“Work Product”), belong to the Company or such Subsidiary or Affiliate. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after employment) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). For the avoidance of doubt, the parties acknowledge that Executive’s expertise in business and the field of propane distribution and sales for over five (5) years is not encompassed by this Section 2.
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The waiver by the Company of a breach of any provision of this Agreement by Executive shall not operate or be construed as a waiver of any subsequent breach by Executive, and the failure of the Company to take action against any other Executive(s) for similar breach(es) on their part, shall not be construed as a waiver of a breach by Executive.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company, and the heirs, executors, and administrators of Executive. The Company shall have the right to transfer and assign all or any portion of its rights and obligations hereunder to any third party.
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This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. The parties, being desirous of having any disputes resolved in a forum having a substantial body of law and experience with matters contained herein, and the parties having a substantial connection with the State of Missouri, agree that any action or proceeding with respect to this Agreement shall be brought in a state or federal court located within the State of Missouri. The parties consent to the personal jurisdiction of the state and federal courts of Missouri should a legal action to enforce this Restrictive Covenants Agreement be necessary.
This Agreement may only be modified by the express written consent of both parties.
This Restrictive Covenants Agreement constitutes the entire understanding between Company and Executive with respect to the subject matter hereof and supersedes and replaces all prior contracts, agreements and understandings related to the same subject matter between the parties.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
I have read and understand this Agreement and I agree to abide by its terms.
Dated: July 25, 2023 _
/s/ Tamria Zertuche
Tamria Zertuche (Signature)
Tamria Zertuche
(Printed Name)
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