Termination Agreement Between Valley National Gases, Inc. and John R. Bushwack Regarding Non-Qualified Benefit Plan and Life Insurance Policy

Summary

Valley National Gases, Inc. and John R. Bushwack have agreed to terminate a previous non-qualified benefit plan agreement. In exchange for ending the plan and releasing Valley from all related obligations, Valley will transfer ownership of a $100,000 life insurance policy to Bushwack. Caroline B. Bushwack, the designated death benefit recipient, also consents to this termination. The agreement is effective upon signing and represents the full understanding between the parties.

EX-10.25 6 j9592201exv10w25.txt BUSHWACK AGREEMENT Exhibit 10.25 THIS TERMINATION AGREEMENT ("TERMINATION AGREEMENT"), made this 30th day of June, 2002, by and between VALLEY NATIONAL GASES, INC., a West Virginia corporation ("VALLEY") whose address is 67-43rd Street, Wheeling, West Virginia 26003 and John R. Bushwack ("Bushwack") whose address is 2920 Seminary Drive, Greensburg, PA ###-###-####. WHEREAS, Valley and Bushwack entered into that certain non-qualified benefit plan Agreement ("CONTRACT") dated the 5th day of October, 1992; and WHEREAS, Bushwack and Valley desire to terminate the Contract and its non-qualified benefit plan pursuant to the terms of this Termination Agreement, for and in consideration of the assignment and transfer by Valley to Bushwack ownership of that certain General American Life Insurance Co. life insurance policy, number 3,278,885 ("POLICY"), with the face value of an amount of One Hundred Thousand Dollars ($100,000.00), owned by Valley, insuring the life of Bushwack; which Policy has an aggregate cash value of Thirteen Thousand Five Hundred Thirty Four Dollars and Ninety Nine Cents ($13,534.99) as of the 30th day of June, 2001, and was purchased by Valley to fund Valley's unsecured general liability under the aforesaid non-qualified benefit arrangement. WITNESSETH: That for and in consideration of the payments, covenants and agreements hereinafter contained and otherwise in this Termination Agreement, Valley and Bushwack agree as follows: 1. The recitations ("WHEREAS" clauses) and defined terms set forth hereinabove are incorporated herein by reference and made part of this Termination Agreement. 2. The Contract and the non-qualified benefit plan subject thereof is hereby terminated. 3. As consideration for the Termination Agreement and the release and discharge of liability and obligations of Valley under Paragraph 4, hereinafter, Valley shall, as soon as possible after the date of this Termination Agreement, assign and transfer ownership of the Policy to Bushwack. 4. For and in consideration of the transfer and assignment of the ownership of the Policy to Bushwack as set forth in Paragraph 3, hereinabove, Bushwack for himself, his heirs, beneficiaries, assigns or executors does hereby release and forever discharge Valley of and from all obligations and liability which Valley may have, if any, to Bushwack arising out of and relating to the Contract and its non-qualified defined benefit retirement plan and arrangement; 1 and in that regard, Bushwack for himself, his heirs, beneficiaries, assigns or executors does hereby release and forever discharge Valley, its successors and assigns, as well as any and all of their directors, officers, agents, representatives and employees from any and all claims, suits, demands, causes of action, contracts, covenants, obligations, debts, costs, expenses, attorneys' fees, liabilities of whatever kind or nature, in law or equity, whether arising by tort, contract, statute or otherwise, whether now known or unknown, vested or contingent, liquidated or unliquidated, suspected or unsuspected, concealed or hidden, which may exist, have existed or does exist under the Contract and its non-qualified defined benefit retirement plan arrangement subject of the Contract and this Termination Agreement. 5. Caroline B. Bushwack, Death Benefit Recipient as provided for in SCHEDULE B of the Contract, does hereby endorse, execute and deliver this Termination Agreement to acknowledge and consent to the termination of the Contract for and in consideration of the transfer and assignment of ownership of the Policy to Bushwack as provided for herein. 6. Notwithstanding that the Policy may not have been formally assigned and transferred in accordance with the provisions thereof and the rules and regulations of the issuing company, all of Valley's ownership right, title and interest in and to the Policy is vested in Bushwack as of his execution and delivery of this Termination Agreement. 7. This instrument contains the entire agreement between the parties. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. INTENTIONALLY LEFT BLANK 2 IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date and year first above written. -------------------------- /s/ John R. Bushwack --------------------- John R. Bushwack -------------------------- Executed this 27 day of June, 2002 Valley National Gases, Inc., a West Virginia corporation /s/ Trish Morrison /s/ Robert D. Scherich -------------------------- ---------------------- By Robert D. Scherich Its CFO Executed this 25th day of June, 2002 -------------------------- -------------------------- /s/ Caroline B. Bushwack ------------------------- Caroline B. Bushwack Designated Death Benefit Recipient -------------------------- Executed this 27 day of June, 2002 3