EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (Agreement), made and entered into this 29th day of May, 2015, by and between Ferrellgas, Inc. (the Company) and Jeremy H. Gamboa (the Executive); WITNESSETH THAT:

EX-10.26 7 fgp-20150731ex1026.htm EXHIBIT 10.26 Exhibit

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), made and entered into

this 29th day of May, 2015, by and between Ferrellgas, Inc. (the “Company”) and

Jeremy H. Gamboa (the “Executive”);

WITNESSETH THAT:

WHEREAS, the Company and Bridger, LLC are entering into a Purchase

and Sale Agreement whereby Company has agreed to purchase all of the

membership interests of Bridger Logistics, LLC (the “Transaction”); and

WHEREAS, the Executive is the Chief Operating Officer of Bridger

Logistics, LLC; and

WHEREAS, the Company wishes to continue to assure itself of the

continuity of the Executive’s services; and

WHEREAS, the Company and the Executive now desire to enter into this

Agreement relating to the Executive’s continued employment with the Company;

and

WHEREAS, Executive will enter a noncompetition agreement

contemporaneously herewith;

NOW, THEREFORE, in consideration of the premises and mutual

covenants set forth herein and in the noncompetition agreement, IT IS HEREBY

AGREED by and between the parties as follows:

1. Certain Definitions. In addition to terms otherwise defined herein,

the following capitalized terms used in this Agreement shall have the meanings

specified:

(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.

For purposes of this Agreement, no act, or failure to act, on the Executive’s

part shall be deemed “willful” unless done, or omitted to be done, by the

Executive not in good faith and without reasonable belief that the

Executive’s action or omission was in the best interest of the Company.

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;

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);

(d) The Company’s material breach of any material term of this

Agreement, which, for the avoidance of doubt, will include any

breach of Section 4(b) and 4(d).

Notwithstanding any other provision of this Agreement to the contrary, the

Executive’s Termination Date shall not be considered to be on account of

Good Reason unless the Executive provides notice of the event or condition

that the Executive believes to constitute Good Reason within 180 days after

the date on which the event first occurs or the condition first exists, the

Company does not cure such event or condition within 30 days following

the date the Executive provides notice and the Executive resigns his

employment with the Company and its affiliates for Good Reason within the

Agreement Term.

(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.

2. Agreement Term. Contingent upon the closing of the Transaction,

and subject to the terms and conditions of this Agreement, the Company hereby

agrees to employ the Executive during the Agreement Term (as defined below)

and the Executive hereby agrees to remain in the employ of the Company and to

provide services during the Agreement Term in accordance with this Agreement.

Unless terminated sooner in accordance with this Agreement, the “Agreement

Term” shall be the period beginning on the date of closing of the Transaction (the

“Effective Date”) and ending on the day before the third anniversary of the closing

of the Transaction and, thereafter, the Agreement Term will be automatically

extended for successive 12-month periods, unless one party to this Agreement

provides notice of non-renewal to the other at least 180 days before the last day of

then current Agreement Term. Notwithstanding the foregoing, if a Change in

Control occurs during the Agreement Term (as it may be extended from time to

time), the Agreement Term shall continue for a period of twenty-four calendar

months beyond the calendar month in which such Change in Control occurs and,

following an extension in accordance with this sentence, the Agreement Term

shall expire without further action by any party. Notwithstanding the foregoing, in

all cases, the Agreement Term shall terminate on the Executive’s Termination

Date. All of the obligations and covenants contained in this agreement are

conditioned upon the closing of the Transaction by September 1, 2015.

3. Performance of Duties. The Executive shall serve as the Chief

Operating Officer of Bridger Logistics, LLC and shall serve as the Senior Vice

President of the Company, with such duties, power and authority as are

associated with such positions. The Executive agrees that during the Agreement

Term from and after the Effective Date, while the Executive is employed by the

Company, the Executive will devote the Executive’s full business time, energies

and talents to serving the Company, at the direction of the Board. The Executive

shall have such duties and responsibilities as may be assigned to the Executive

from time to time by the Board, shall perform all duties assigned to the Executive

faithfully and efficiently, subject to the direction of the Board, and shall have such

authorities and powers as are inherent to the undertakings applicable to the

Executive’s position and necessary to carry out the responsibilities and duties

required of the Executive hereunder. The Executive will perform the duties

required by this Agreement at the Company’s principal place of business unless

the nature of such duties requires otherwise. Notwithstanding the foregoing,

during the Agreement Term, the Executive may devote reasonable time to

activities other than those required under this Agreement, including activities of a

charitable, educational, religious or similar nature (including professional

associations) to the extent such activities do not, in the reasonable judgment of the

Board, inhibit, prohibit, interfere with or conflict with the Executive’s duties under

this Agreement or conflict in any material way with the business of the Company

and its affiliates; provided, however, that the Executive shall not serve on the

board of directors of any business (other than the Company or its affiliates) or hold

any other position with any business without receiving the prior written consent of

the Board.

4. Compensation. During the Agreement Term, while the Executive is

employed by the Company, the Executive shall be compensated for the

Executive’s services as follows:

(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 $400,000. 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. The Company is

developing a long-term equity-based incentive award program for

senior management employees to supplement its current stock

appreciate rights program, and Executive shall be granted an longterm

equity-based incentive award, on terms and conditions

substantially similar to those provided to similarly situated senior

management employees. On each anniversary of the Effective Date,

if a long-term equity-based incentive award has not been made for

such year pursuant to this section, the Executive shall be entitled to

a cash payment of $1,000,000.

upon total Company performance, with a target bonus set at the

discretion of the board of directors (the “Target Bonus”) which shall

be commensurate with other executives at the same level.

(d) In addition, the Executive shall be entitled to bonuses based on the

financial results of the Company’s subsidiary, Bridger Logistics, LLC

as set forth in the attached Exhibit A (the “Incentive Bonus”) which,

subject to the provisions of Exhibit A and Section 5, shall be

contingent upon the continued employment of the Executive at the

end of the relevant one-year period on which the Incentive Bonus is

based.

(e) 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.

5. Rights and Payments Upon Termination. The Executive’s right to

benefits and payments, if any, for periods after the Executive’s Termination Date

shall be determined in accordance with this Section 5. Additionally, a signed

Agreement and Release will be required of the Executive before payments will be

made to the Executive under this agreement.

(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;

(ii) 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;

(iii) the Executive’s unreimbursed business expenses;

(iv) the Executive’s earned but unpaid Target Bonus and Incentive

Bonus for any completed fiscal year or applicable bonus

computation period; and

(v) any amounts payable to the Executive under the terms of any

employee benefit plan.

Payments to be made to the Executive pursuant to subparagraphs

5(a)(i), (ii) and (iv) shall be made within 30 days after the Executive’s

Termination Date in a lump sum, payments to be made pursuant to

subparagraph 5(a)(iii) shall be paid in accordance with paragraph

4(d) and amounts payable pursuant to subparagraph 5(a)(v) shall be

paid in accordance with the terms of the applicable employee benefit

plan. Except as may be otherwise expressly provided to the contrary

in this Agreement or as otherwise provided by law, nothing in this

Agreement shall be construed as requiring the Executive to be

treated as employed by the Company following the Executive’s

Termination Date for purposes of any employee benefit plan or

arrangement in which the Executive may participate at such time.

(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; provided, however, that in the event of a

termination due to the Executive’s death or disability and either

(A) the Termination Date occurs prior to the first anniversary of the

Closing Date or (B) the Termination Date occurs on or after the first

anniversary of the Closing Date and the Bridger EBITDA has

reached the threshold level in each of the prior post-Closing years

(as defined in Exhibit A), then the Executive shall be entitled to a

lump sum payment within 30 days after the Executive’s Termination

Date of the Incentive Bonus at 100% of the Maximum level set forth

on Exhibit A for the year in which the Termination Date occurs, prorated

based on the number of days worked during such year.

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)), (ii) by the Executive for Good Reason,

or (iii) as a result of the Company’s notice of non-renewal of the

Agreement Term pursuant to Section 2, then 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,

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) If either (A) the Termination Date occurs prior to the first

anniversary of the Closing Date or (B) the Termination Date

occurs on or after the first anniversary of the Closing Date and

the Bridger EBITDA has reached the threshold level in each of

the prior post-closing years (as defined in Exhibit A), then a

payment equal to the Incentive Bonus for the year in which

the Termination Date occurs, as well as any Incentive Bonus

for a future year as set forth on Exhibit A, each at 100% of the

Maximum level set forth on Exhibit A.

(iv) 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.

(v) The Executive will be provided with a lump sum payment of

$12,000 for professional outplacement services.

Subject to the terms and conditions of this Agreement, payments

pursuant to subparagraphs (i) and (ii) next above shall be made in

substantially equal monthly installments beginning within five days

following the Termination Date. Payments to be made to the

Executive pursuant to subparagraphs (iii) and (v) next above shall be

made within 30 days after the Executive’s Termination Date in a

lump sum. To the extent that the Company is required to make any

gross-up payments to the Executive in order to provide the benefits

described in subparagraph (iv) on a non-taxable basis, such

payments shall be made in the month that the Executive otherwise

has taxable income as a result of such benefits, but in no event later

than the end of the year in which the Executive pays the related

taxes.

(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.

6. Mitigation. The Executive shall not be required to mitigate the

amount of any payment provided for in this Agreement by seeking other

employment or otherwise. None of the Company or any of its affiliates shall be

entitled to set off against the amounts payable to the Executive under this

Agreement any amounts owed to the Company or any of its affiliates by the

Executive, any amounts earned by the Executive in other employment after his

Termination Date, or any amounts which might have been earned by the

Executive in other employment had he sought such other employment.

7. Confidentiality. Except as may be required by the lawful order of a

court or agency of competent jurisdiction, except as necessary to carry out his

duties to the Company and its affiliates, and except to the extent that the

Executive otherwise has express written authorization from the Company, the

Executive agrees to keep secret and confidential indefinitely, all Confidential

Information, and not to disclose the same, either directly or indirectly, to any other

person, firm, or business entity, or to use it in any way. The Executive shall,

during the continuance of the Executive's employment with the Company and its

affiliates, use the Executive's best endeavors to prevent the unauthorized

publication or misuse of any Confidential Information. To the extent that any court

or agency seeks to have the Executive disclose Confidential Information, he shall

promptly inform the Company, and he shall take reasonable steps to prevent

disclosure of Confidential Information until the Company has been informed of

such requested disclosure and the Company has an opportunity to respond to

such court or agency. To the extent that the Executive obtains information on

behalf of the Company or any of the affiliates that may be subject to attorney-client

privilege as to the Company's attorneys, the Executive shall take reasonable steps

to maintain the confidentiality of such information and to preserve such privilege.

Nothing in the foregoing provisions of this Section 7 shall be construed so as to

prevent the Executive from using, in connection with his employment for himself or

an employer other than the Company or any of the affiliates, knowledge which was

acquired by him during the course of his employment with the Company and the

affiliates, and which is generally known to persons of his experience in other

companies in the same industry.

8. Tax Payments. If:

(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;

then the Payments shall be reduced to the extent required to avoid application of

the tax imposed by section 4999 of the Code. The Executive shall be entitled to

select the order in which payments are to be reduced in accordance with the

preceding sentence. Determination of whether Payments would result in the

application of the tax imposed by section 4999 of the Code , and the amount of

reduction that is necessary so that no such tax would be applied, shall be made, at

the Company’s expense, by the independent accounting firm employed by the

Company immediately prior to the occurrence of the Change in Control.

Notwithstanding the foregoing, in no event shall the Executive be entitled to

exercise any discretion with respect to the reduction of payments that are subject

to section 409A of the Code and any such payments shall be reduced, if

applicable, in the order in which they would otherwise be paid or provided (with the

payments to be made first being reduced first) and cash payments shall be

reduced prior to any non-cash payments or benefits.

9. Other Benefits. Except as may be otherwise specifically provided in

an amendment of this Agreement adopted in accordance with Section 13, the

Executive shall not be eligible to participate in or to receive any benefits pursuant

to the terms of any severance pay or termination pay arrangement of the

Company (or any affiliate of the Company), including any arrangement of the

Company (or any affiliate of the Company) providing benefits upon involuntary

termination of employment.

10. Withholding. All payments to the Executive under this Agreement

will be subject to all applicable withholding of applicable taxes.

11. Assistance with Claims. The Executive agrees that, for the period

beginning on the Effective Date, and continuing for a reasonable period after the

Executive’s Termination Date, the Executive will assist the Company and its

affiliates in defense of any claims that may be made against the Company or its

affiliates and will assist the Company and its affiliates in the prosecution of any

claims that may be made by the Company or its affiliates, to the extent that such

claims may relate to services performed by the Executive for the Company or its

affiliates. The Executive agrees to promptly inform the Company if he becomes

aware of any lawsuits involving such claims that may be filed against the Company

or its affiliates. The Company agrees to provide legal counsel to the Executive in

connection with such assistance (to the extent legally permitted), and to reimburse

the Executive for all of his reasonable out-of-pocket expenses associated with

such assistance, including travel expenses. For periods after the Executive’s

employment with the Company terminates, the Company agrees to provide

reasonable compensation to the Executive for such assistance. The Executive

also agrees to promptly inform the Company if he is asked to assist in any

investigation of the Company or its affiliates (or their actions) that may relate to

services performed by the Executive for the Company or its affiliates, regardless of

whether a lawsuit has then been filed against the Company or its affiliates with

respect to such investigation. Any compensation payable to the Executive

pursuant to this Section 11 for services provided to the Company shall be paid

within ten days after the Executive provides the applicable services. To the extent

that any reimbursements to be provided pursuant to this Section 11 are taxable to

the Executive, such reimbursements shall be paid to the Executive only if (a) the

expenses are incurred and reimbursable pursuant to a reimbursement plan that

provides an objectively determinable nondiscretionary definition of the expenses

that are eligible for reimbursement and (b) the expenses are incurred within two

years following the Termination Date. With respect to any expenses that are

reimbursable pursuant to the preceding sentence, the amount of the expenses that

are eligible for reimbursement during one calendar year may not affect the amount

of reimbursements to be provided in any subsequent calendar year, the

reimbursement of an eligible expense shall be made on or before the last day of

the calendar year following the calendar year in which the expense was incurred,

and the right to reimbursement of the expenses shall not be subject to liquidation

or exchange for any other benefit.

12. Nonalienation. The interests of the Executive under this Agreement

are not subject in any manner to anticipation, alienation, sale, transfer,

assignment, pledge, encumbrance, attachment, or garnishment by creditors of the

Executive or the Executive’s beneficiary.

13. Amendment. This Agreement may be amended or canceled only by

mutual agreement of the parties in writing without the consent of any other person.

So long as the Executive lives, no person, other than the parties hereto, shall have

any rights under or interest in this Agreement or the subject matter hereof.

14. Applicable Law. The provisions of this Agreement shall be construed

in accordance with the laws of the State of Texas, without regard to the conflict of

law provisions of any state.

15. Severability. The invalidity or unenforceability of any provision of this

Agreement will not affect the validity or enforceability of any other provision of this

Agreement, and this Agreement will be construed as if such invalid or

unenforceable provision were omitted (but only to the extent that such provision

cannot be appropriately reformed or modified).

16. Obligation of Company. Except as otherwise specifically provided in

this Agreement, nothing in this Agreement shall be construed to affect the

Company’s right to modify the Executive’s position or duties, compensation, or

other terms of employment, or to terminate the Executive’s employment. Nothing

in this Agreement shall be construed to require the Company or any other person

to take steps or not take steps (including, without limitation, the giving or

withholding of consents) that would result in a Change in Control.

17. Waiver of Breach. No waiver by any party hereto of a breach of any

provision of this Agreement by any other party, or of compliance with any condition

or provision of this Agreement to be performed by such other party, will operate or

be construed as a waiver of any subsequent breach by such other party of any

similar or dissimilar provisions and conditions at the same or any prior or

subsequent time. The failure of any party hereto to take any action by reason of

such breach will not deprive such party of the right to take action at any time while

such breach continues.

18. Successors, Assumption of Contract. This Agreement is personal to

the Executive and may not be assigned by the Executive without the written

consent of the Company. However, to the extent that rights or benefits under this

Agreement otherwise survive the Executive’s death, the Executive’s heirs and

estate shall succeed to such rights and benefits pursuant to the Executive’s will or

the laws of descent and distribution; provided that the Executive shall have the

right at any time and from time to time, by notice delivered to the Company, to

designate or to change the beneficiary or beneficiaries with respect to such

benefits. This Agreement shall be binding upon and inure to the benefit of the

Company and any successor of the Company, subject to the following:

(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.

under subparagraph 18(a), the successor shall execute and deliver to the

Executive a written acknowledgment of the assumption of the Agreement.

19. Notices. Notices and all other communications provided for in this

Agreement shall be in writing and shall be delivered personally or sent by

registered or certified mail, return receipt requested, postage prepaid (provided

that international mail shall be sent via overnight or two-day delivery), or sent by

facsimile or prepaid overnight courier to the parties at the addresses set forth

below. Such notices, demands, claims and other communications shall be

deemed given:

(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

confirmation of receipt by facsimile, telephone or otherwise;

provided, however, that in no event shall any such communications be deemed to

be given later than the date they are actually received. Communications that are

to be delivered by the U.S. mail or by overnight service or two-day delivery service

are to be delivered to the addresses set forth below:

to the Company:

Stephen L. Wambold

Chief Executive Officer

Ferrellgas

7500 College Blvd., Suite 1000

Overland Park, Kansas 66210

or to the Executive:

Jeremy H. Gamboa

6837 Cliffbrook Drive

Dallas, TX 75254

Each party, by written notice furnished to the other party, may modify the

applicable delivery address, except that notice of change of address shall be

effective only upon receipt.

20. Arbitration of All Disputes. Any controversy or claim arising out of or

relating to this Agreement (or the breach thereof) shall be settled by final, binding

and non-appealable arbitration in Overland Park, Kansas by three arbitrators.

Except as otherwise expressly provided in this Section 20, the arbitration shall be

conducted in accordance with the rules of the American Arbitration Association

(the “Association”) then in effect. One of the arbitrators shall be appointed by the

Company, one shall be appointed by the Executive, and the third shall be

appointed by the first two arbitrators. If the first two arbitrators cannot agree on

the third arbitrator within 30 days of the appointment of the second arbitrator, then

the third arbitrator shall be appointed by the Association.

21. Survival of Agreement. Except as otherwise expressly provided in

this Agreement, the rights and obligations of the parties to this Agreement shall

survive the termination of the Executive’s employment with the Company.

22. Entire Agreement. Except as otherwise provided herein, this

Agreement constitutes the entire agreement between the parties concerning the

subject matter hereof and supersedes all prior or contemporaneous agreements, if

any, between the parties relating to the subject matter hereof; provided, however,

that nothing in this Agreement shall be construed to limit any policy or agreement

that is otherwise applicable relating to confidentiality, rights to inventions,

copyrightable material, business and/or technical information, trade secrets,

solicitation of employees, interference with relationships with other businesses,

competition, and other similar policies or agreement for the protection of the

business and operations of the Company and its affiliates.

23. Code Section 409A. Notwithstanding any other provision of this

Agreement to the contrary, if any payment or benefit hereunder is subject to

section 409A of the Code, if such payment or benefit is to be paid or provided on

account of the Executive’s separation from service (within the meaning of section

409A of the Code), and if such payment or benefit is required to be made or

provided prior to the first day of the seventh month following the Employee’s

separation from service, and if the Executive is a specified employee (within the

meaning of section 409A(a)(2)(B) of the Code), such payment or benefit shall be

paid or provided on the later of (a) the first day of the seventh month following the

Executive’s separation from service or (b) the date on which such payment or

benefit would otherwise be paid or provided pursuant to the terms of this

Agreement.

24. Counterparts. This Agreement may be executed in two or more

counterparts, any one of which shall be deemed the original without reference to

the others.

Exhibit A

The Incentive Bonus pool of the Executive shall be $10 million, divided equally

among the first three one year periods beginning on the closing date (the “Closing

Date”) of the transaction between Company or its affiliate and Bridger, LLC for the

purchase of the membership interests in Bridger Logistics, LLC. The award of an

Incentive Bonus shall be based on the EBITDA of Bridger Logistics, LLC and any

direct spin-off entities or businesses of Bridger Logistics (the “Bridger EBITDA”),

computed in accordance with the accounting principles and elections utilized by

Company and its affiliates, consistently applied. In the event of subsequent

acquisitions or dispositions by Bridger Logistics of entities or substantially all of the

assets of entities, the parties agree to negotiate in good faith regarding whether

and to what extent the Bridger EBITDA incentive targets shall be adjusted to

reflect such transactions.

Year 1 shall include the first one year period beginning on the Closing Date and

ending the day before the first anniversary of the Closing Date. The maximum

Incentive Bonus for that period shall be $3,333,333.

Year 2 shall include the second one year period beginning on the first anniversary

of the Closing Date and ending the day before the second anniversary of the

Closing Date. The maximum Incentive Bonus for that period shall be $3,333,333.

Year 3 shall include the third one year period beginning on the second anniversary

of the Closing Date and ending the day before the third anniversary of the Closing

Date. The maximum Incentive Bonus for that period shall be $3,333,333.

The Year 1 Incentive Bonus shall be paid as follows:

Bridger EBITDA Percentage of Maximum Incentive Bonus

$120 Million (threshold level) or more 50% $1,666,667

$125 Million or more 75% $2,500,000

$135 Million or more 100% $3,333,333

The Year 2 Incentive Bonus shall be paid as follows:

Bridger EBITDA Percentage of Maximum Incentive Bonus

$125 Million (threshold level) or more 50% $1,666,667

$135 Million or more 75% $2,500,000

$145 Million or more 100% $3,333,333

The Year 3 Incentive Bonus shall be paid as follows:

Bridger EBITDA Percentage of Maximum Incentive Bonus

$135 Million (threshold level) or more 50% $1,666,667

$145 Million or more 75% $2,500,000

$155 Million or more 100% $3,333,333

In the event that the Bridger EBITDA does not reach the threshold level for a year,

the payment of an Incentive Bonus is discretionary and shall be determined by the

Chief Executive Officer and the Board of Directors of Company.

In the event of the occurrence of a Change of Control while the Executive remains

employed and either (i) prior to the first anniversary of the Closing Date or (ii) on or

after the first anniversary of the Closing Date and the Bridger EBITDA has reached

the threshold level in each of the prior post-Closing years, then any unpaid Year 1

Incentive Bonus, Year 2 Incentive Bonus and Year 3 Incentive Bonus will be

accelerated and paid in full at 100% of Maximum on the date of the Change of

Control. Except as expressly provided in Section 5 or upon the occurrence of a

Change of Control, payment of the Incentive Bonus is at all times contingent upon

the continued employment of the Executive during and through the end of the oneyear

period upon which it is based. Payment will be made within 30 days following

the close of the relevant one-year period upon which the Incentive Bonus is based.

For purposes of this Exhibit A, Change of Control is defined as any transaction

that meets the definition of Change in Control in Section 1(c), as well as either a

sale all or substantially all of the membership interests or assets of Bridger

Logistics, LLC or the partnership interests or assets of Ferrellgas, L.P. to an

unrelated and unaffiliated entity or entities.