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Separation Agreement And Release

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Exhibit 10.28 CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE This Confidential Separation Agreement and Release (" Agreement" ) is entered into this 9 th day of March, 2006, by and between Timothy E. Scronce (hereinafter " Employee" ) and Ferrellgas, Inc. (" Company" ).W I T N E S S E T H WHEREAS, Employee has been employed by Company since on or about April, 2004; WHEREAS, Ferrellgas signed a document titled " Tim Scronce Confidential" on February 6, 2004, which purports to grant certain stock options and to provide bonuses to Employee in the event that his employment is terminated without cause; WHEREAS, Employee' s employment with Company terminated effective August 4, 2005 (the " Separation Date" ); and WHEREAS, the parties desire to settle fully, finally, and on a confidential basis all matters between them arising, directly or indirectly, out of Employee' s association and employment with Company and all of its affiliates or the conclusion thereof, without any admission of liability and to establish certain rights and obligations between the parties after the Separation Date. NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by the parties as follows: 1. Consideration . In full consideration of any claim, including, but not limited to any claim of Employee pursuant to the February 6, 2004 document described above, and as a material inducement to and in consideration for Employee entering into this Agreement, subject to the terms and conditions of this Agreement, Company agrees as follows: Company shall pay the lump sum of Six Hundred Ninety Thousand and 00/100 Dollars ($690,000.00), less applicable federal and state withholdings, which amount shall be payable within fifteen (15) days of the execution of this Agreement by the parties. 2. No Other Entitlements . Except for the compensation, monies, expenses, and benefits expressly set forth in this Agreement, Employee acknowledges that he is not entitled to any other compensation, monies or benefits from the Company, including, but not limited to, additional compensation for accrued vacation or other time off, bonuses, commissions, severance, expenses, or other forms of compensation or benefits, repayments of debts, or reimbursements of expenses and Employee hereby releases the Company and its affiliates of and from any obligations to make any other payment or provide any other benefit, and Employee waives all rights to said payments or benefits.


3. Other Agreements of Employee . In partial consideration for the payments and benefits described in Section 1 above, Employee agrees as follows: (a) Option Grantee Agreement . Employee affirms his Option Grantee Agreement dated September 13, 2004, and acknowledges: (i) the validity and enforceability of the Option Grantee Agreement, (ii) that he received consideration for entering the Option Grantee Agreement, and (iii) that the provisions of paragraphs 3-14, 16, 17, and 19 of the Option Grantee Agreement survived the termination of his employment and remain in effect. (b) Nondisparagement . Employee agrees that he will not contact or communicate with anyone, including media, any of the Company' s employees (former or current), vendors (former or current), competitors (former or current) or customers (former, current or prospective) regarding his employment or the Company, this Agreement, or his separation from the Company. Furthermore, Employee agrees that, except as required by law, Employee will not do or say anything that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Released Parties (defined below). Employee will not disparage or seek to injure the reputation of the Released Parties. This obligation will include refraining from negative and/or untruthful statements about the Released Parties' methods of doing business, the effectiveness of their business policies, and the quality of any of their services, products or personnel. This provision does not apply on occasions when Employee is subpoenaed or ordered by a court or other governmental authority to testify or give evidence, and must of course respond truthfully, or to conduct otherwise protected by law. The Company agrees that it will not contact or communicate with anyone, including media, vendors (former or current), competitors (former or current), or customers (former, current or prospective) regarding Employee' s employment with the Company, this Agreement, or Employee' s separation from the Company. Furthermore, the Company agrees that, except as required by law, the Company will not do or say anything that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Employee. The Company will not disparage or seek to injure the reputation of the Employee. This obligation will include refraining from negative and/or untruthful statements about the Employee' s methods of doing business, the effectiveness of the Employee' s business policies, and the quality of the Employee' s services, products or personnel. This provision does not apply on occasions when the Company is subpoenaed or ordered by a court or other governmental authority to testify or give evidence, and must of course, respond truthfully, or to conduct otherwise protected by law. The Company' s obligation under this subparagraph (b) is limited to the Executive Committee, Directors and Officers of the Company and its Blue Rhino division. The parties further agree that, in the event that they or their counsel are contacted by any media about the lawsuit, they will state that " The matter (or case, or suit) has been resolved," and no more. (c) Assignment . Employee assigns to Company or its designee his entire right, title, and interest in and to any technical knowledge, data, formulations, processes, methods, drawings, designs, operating materials, manufacturing and quality control

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procedures, plans, models, plan and tool designs, raw material specifications, know-how, trade secrets, confidential information, inventions (unpatented and patented), works of authorship, copyrights, trademarks, trade dress, and any other proprietary rights developed, authored, or conceived by Employee, either solely or jointly with others, during his employment with the Company or any of its affiliates, that relates to the business of the Company or its affiliates. (d) Relief . In the event of a breach or threatened breach by either party of the provisions of this Section 3, the non-breaching party shall have and may exercise any and all other rights and remedies available to it at law or otherwise, including but not limited to obtaining an injunction from a court of competent jurisdiction enjoining and restraining the breaching party from committing such violation, and the breaching party hereby consents to the issuance of such injunction. (e) Reasonableness of Restrictions . The parties have each carefully read the provisions of this Section 3 and, having done so, agree that the restrictions set forth in this Section 3 and in the Option Grantee Agreement are fair and reasonable and are reasonably required for the protection of their interests. (f) Liquidated Damages . Any breach[es] by either party of any of the provision set forth in this Paragraph 3, including, but not limited to those agreements set forth in the Option Grantee Agreement, are stipulated to be a material breach of this Agreement and
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