THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Third Amended and Restated Employment Agreement (this Agreement) is entered into effective as of March 11, 2019 (the Effective Date) by and among Tallgrass Management, LLC, a Delaware limited liability company (the Company), Tallgrass Energy GP, LLC, a Delaware limited liability company (GP), and David G. Dehaemers, Jr., an individual (Dehaemers).
WHEREAS, Dehaemers has been employed by the Company pursuant to the terms of that certain Second Amended and Restated Employment Agreement (the Prior Agreement) entered into on November 2, 2016, by and among Dehaemers, the Company, Tallgrass Energy Holdings, LLC (Holdings), Tallgrass Equity, LLC (Tallgrass Equity), Tallgrass MLP GP, LLC, a Delaware limited liability company (MLP GP), and GP (formerly known as TEGP Management, LLC) (GP, together with Tallgrass Equity and MLP GP, the Partnership Entities); and
WHEREAS, reference is made to that certain Purchase Agreement made by and among the Sellers named therein, as Sellers, Prairie GP Acquiror LLC, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP, as Acquirors, and Dehaemers, John T. Raymond and Frank J. Loverro, as Seller Representatives, dated January 30 2019 (the Purchase Agreement); and
WHEREAS, this Agreement is being entered into in connection with the transactions contemplated by the Purchase Agreement; and
WHEREAS, following the Closing (as defined in the Purchase Agreement), the Company wishes to continue to employ Dehaemers, and Dehaemers wishes to continue to be employed by the Company and serve as an executive of the Partnership Entities, on the terms set forth herein; and
WHEREAS, following the Closing, GP wishes for Dehaemers to continue to serve on the Board of Directors of GP (the Board), and Dehaemers wishes to continue to serve on the Board, as set forth herein.
NOW, THEREFORE, effective as of the Closing, the Prior Agreement is deemed superseded and replaced in its entirety by this Agreement. For and in consideration of the mutual promises, covenants, and obligations contained herein and in the Purchase Agreement, and other good and valuable consideration, the parties agree as follows:
1. Employment and Board Service.
(a) The Company agrees to continue to employ Dehaemers and Dehaemers agrees to continue to be employed by the Company as President and Chief Executive Officer upon the terms and conditions of this Agreement until such employment is terminated as provided in Section 8. So long as Dehaemers is employed by the Company as its President and Chief Executive Officer, each of the Partnership Entities agrees that Dehaemers will also serve as, and be appointed, President and Chief Executive Officer of each of the Partnership Entities. The period in which Dehaemers is employed by the Company hereunder is referred to as the Employment Period.