DIRECTOR/OFFICER
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made and entered into this _____ day of
________, 199__, by and between Ferrellgas, Inc., a Delaware corporation
("Ferrellgas"), Ferrellgas Partners, L.P., and Ferrellgas, L.P. (collectively,
jointly and severally, the "Company"), and the person whose name appears on the
signature page attached hereto ("Indemnitee").
WHEREAS, qualified persons are reluctant to serve privately or
publicly-held corporations as directors or officers or in other capacities,
unless they are provided with adequate protection against inordinate risks of
claims and actions against them arising out of their service to and activities
on behalf of such corporations;
WHEREAS, the uncertainties related to obtaining adequate
insurance and indemnification have increased the difficulty of attracting and
retaining such persons;
WHEREAS, it is reasonable, prudent and necessary for the Company
to obligate itself contractually to indemnify such persons to the fullest extent
permitted by law, so that such persons will serve or continue to serve the
Company and/or its subsidiaries free from undue concern that they will not be
adequately indemnified;
WHEREAS, the Company and the Indemnitee recognize that the legal
risks and potential liabilities, and the threat thereof, associated with
lawsuits filed against persons serving the Company and/or its subsidiaries, and
the resultant substantial time, expense and anxiety spent and endured in
defending lawsuits bears no reasonable relationship to the compensation received
by such persons, and thus poses a significant deterrent and increased reluctance
on the part of experienced and capable individuals to serve the Company and/or
its subsidiaries;
WHEREAS, the Certificate of Incorporation, Limited Partnership
Agreement or Bylaws of the Companies, and the General Corporation Law of the
State of Delaware ("Delaware Law") provide for the elimination of personal
liability on the part of directors and officers for monetary damages resulting
from certain actions taken in such capacity and permit indemnification of
directors, officers, agents and employees and specifically provide that they are
not exclusive, and thereby contemplate that contracts may be entered into
between the Company and persons providing services to it; and
WHEREAS, Indemnitee is willing to serve, continue to serve, and
to take on additional service for or on behalf of the Company on the condition
that he/she be indemnified according to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and promises
contained herein, the parties agree as follows:
SECTION 1 . Services by Indemnitee.
In addition to serving as an officer and/or director of
Ferrellgas on behalf of Ferrellgas in its own name and as general partner of
Ferrellgas Partners, L.P. and Ferrellgas, L.P., Indemnitee agrees, at the
Company's request or for its benefit to serve, as a director, officer, employee,
agent or fiduciary (including trustee) of certain other corporations and
entities, including without limitation, the ▇▇▇▇▇▇▇ Companies, Inc. Employee
Stock Ownership Plan. Nothing contained herein shall entitle or require
Indemnitee to continue in Indemnitee's present position or any future position
with any of the Companies.
SECTION 2 . Term of Agreement.
This Agreement shall continue until and terminate upon the later
of (a) fifteen years after the date that Indemnitee ceases to hold a Corporate
Status or (b) 120 days after the final termination of all pending Proceedings in
respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to
Section 8 of this Agreement.
SECTION 3 . Indemnification.
3.1. General. The Company hereby irrevocably, absolutely and
unconditionally agrees to hold harmless and indemnify Indemnitee against all
Liabilities and advance to Indemnitee all Expenses to the fullest extent
permitted by Delaware Law, or by any amendment thereof (but in the case of any
such amendment only to the extent such amendment permits the Company to provide
broader indemnification than provided prior to such amendment), or by other
statutory provisions authorizing or permitting such indemnification applicable
from time to time hereafter.
3.2. Proceedings Other Than Proceedings by or in the Right of the
Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 3.2 if, by reason of Indemnitee's Corporate Status, Indemnitee
is, or is threatened to be, made a party to any threatened, pending or completed
Proceeding, other than a Proceeding by or in the right of the Company. Under
this Section 3.2, Indemnitee shall be indemnified against all Liabilities
incurred by Indemnitee or on Indemnitee's behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal Proceeding,
had no reasonable cause to believe the conduct was unlawful.
3.3. Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in this Section 3.3,
if by reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened
to be, made a party to any threatened, pending or completed Proceeding brought
by or in the right of the Company to procure a judgment in its favor. Subject to
the last sentence of this Section 3.3, Indemnitee shall be indemnified against
all Liabilities incurred by Indemnitee or on Indemnitee's behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company. No indemnification of Liabilities
shall be made in respect of any claim, issue or matter in such Proceeding as to
which Indemnitee shall have been adjudged to be liable to the Company unless and
only to the extent that a court of competent jurisdiction in the State of
Delaware, or the court in which such Proceeding was brought, determines such
indemnification is proper.
3.4. Indemnification for Expenses as a Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of Indemnitee's Corporate Status, a witness in any Proceeding, he shall
be indemnified against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf in connection therewith.
3.5. Partial Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any Liabilities but not, however, for all of the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled. Moreover, notwithstanding any other
provision of this Agreement to the extent that Indemnitee has been successful on
the merits or otherwise in defense of any Proceeding or in defense of any claim,
issue or matter therein, including dismissal without prejudice, Indemnitee shall
be indemnified against all Expenses incurred in connection therewith.
SECTION 4 . Advancement of Expenses.
The Company shall advance all Expenses incurred by or on behalf
of Indemnitee in connection with any Proceeding within fifteen (15) days after
the receipt by Ferrellgas of a statement from Indemnitee requesting such advance
from time to time, whether prior to or after final disposition of such
Proceeding. Each such statement shall reasonably evidence the Expenses incurred
by Indemnitee. Indemnitee hereby undertakes to repay any Expenses advanced if it
shall ultimately be determined that Indemnitee is not entitled to be indemnified
against such Expenses.
SECTION 5 . Specific Limitations on Indemnity.
Indemnitee shall not be entitled to indemnification under this
Agreement:
(a) In respect to remuneration paid to or
advantage gained by Indemnitee, if it shall be determined by
final judgment or other final adjudication that Indemnitee was
not legally entitled to such remuneration or advantage;
(b) On account of Indemnitee's conduct which is
finally adjudged to have been knowingly fraudulent, deliberately
dishonest, willful misconduct or outside the scope of
Indemnitee's position or responsibility with the Company; or
(c) In an action by the Company against Indemnitee
for the breach, violation or failure to comply by Indemnitee with
any term, condition or provision set forth in the Employee
Agreement and/or Option Grantee Agreement to which such
Indemnitee is a party.
SECTION 6 . Procedure for Determination of Entitlement to
Indemnification.
6.1. Initial Request. To obtain indemnification under this
Agreement in connection with any Proceeding and for the duration thereof,
Indemnitee shall submit to Ferrellgas a written request including such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of Ferrellgas shall, promptly upon
receipt of any request for indemnification, advise the Board of Directors of
Ferrellgas in writing that Indemnitee has requested indemnification, and the
Ferrellgas Board shall in turn advise Ferrellgas, L.P. and Ferrellgas Partners,
L.P.
6.2. Method of Determination. Upon written request by Indemnitee
for indemnification pursuant to Section 6.1 and if required by applicable law, a
determination with respect to Indemnitee's entitlement thereto shall be made:
(a) by Independent Counsel, in a written opinion to the Board of Directors of
Ferrellgas, a copy of which shall be delivered to Indemnitee; (b) by the Board
of Directors of Ferrellgas by a majority vote of a quorum consisting of
Disinterested Directors, if applicable,; or (c) by the stockholders of
Ferrellgas as provided in Section 7.2. If it is determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten (10)
days after such determination.
6.3. Selection, Payment and Discharge of Independent Counsel. If
required, Independent Counsel shall be selected by the Board of Directors of
Ferrellgas by a majority vote of a quorum consisting of Disinterested Directors,
if obtainable; and Ferrellgas shall give written notice to Indemnitee advising
Indemnitee of the identity of Independent Counsel so selected; or (b) if such a
vote is not obtainable, Independent Counsel shall be selected by Indemnitee, and
Indemnitee shall give written notice to Ferrellgas advising it of the identity
of Independent Counsel so selected. In either event Indemnitee or Ferrellgas, as
the case may be, within seven (7) days after such written notice of selection
shall have been given, may deliver to Ferrellgas or to Indemnitee, as the case
may be, a written objection to such selection. Such objection may be asserted
only on the ground that Independent Counsel so selected does not meet the
requirements of "Independent Counsel" as defined in this Agreement and the
objection shall set forth with particularity the factual basis of such
assertion. If such written objection is made, Independent Counsel so selected
may not serve as Independent Counsel, unless and until a court has determined
that such objection is without merit. If within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to
Section 6.1, no Independent Counsel shall have been selected and not objected
to, either Ferrellgas or Indemnitee may petition a court of competent
jurisdiction in the State of Delaware, or another court of competent
jurisdiction, for resolution of any objection which shall have been made by
Ferrellgas or Indemnitee to the other's selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by such court or
by such other person as such court shall designate, and the person with respect
to whom an objection is so resolved or the person so appointed shall act as
Independent Counsel under Section 6.2. The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such Independent
Counsel in connection with its actions pursuant to this Agreement, and the
Company shall pay all reasonable fees and expenses incident to the procedures of
this Section 6.3, regardless of the manner in which such Independent Counsel was
selected or appointed. Upon the due commencement date of any judicial proceeding
or arbitration pursuant to Section 8.1, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).
6.4. Cooperation. Both the Company and Indemnitee shall cooperate
with the person, persons or entity making the determination with respect to
Indemnitee's entitlement to indemnification, including providing to such person,
persons or entity any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to
Indemnitee or the Company, as the case may be, and reasonably necessary to such
determination. Any reasonable costs or expenses (including attorneys' fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee's entitlement to indemnification).
SECTION 7 . Presumptions and Effects of Certain Proceedings.
7.1. Burden of Proof. In making a determination with respect to
entitlement to indemnification hereunder, the person, persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 6.1, and the Company shall have the burden of proof
to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption.
7.2. Failure to Determine Entitlement. If the person, persons or
entity empowered or selected under Section 6 to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within sixty
(60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification; provided,
however, that such 60-day period may be extended for a reasonable time, not to
exceed an additional thirty (30) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith
require(s) such additional time for the obtaining or evaluating of documentation
or information relating thereto; and provided, further, that the foregoing
provisions of this Section 7.2 shall not apply if the determination of
entitlement to indemnification is to be made by the stockholders of Ferrellgas
pursuant to Section 6.2 and if (a) within fifteen (15) days after receipt by the
Company of the request for such determination, the Board of Directors of
Ferrellgas has resolved to submit such determination to the stockholders of
Ferrellgas for their consideration at an annual meeting thereof to be held
within seventy-five (75) days after such receipt and such determination is made
thereat, or (b) a special meeting of the stockholders of Ferrellgas is called
within fifteen (15) days after such receipt for the purpose of making such
determination, such meeting is held for such purpose within sixty (60) days
after having been so called, and such determination is made thereat.
7.3. Effect of Other Proceedings. The termination of any
Proceeding or of any claim, issue or matter therein, by judgment order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right to Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that the conduct was unlawful.
SECTION 8 . Remedies of Indemnitee.
8.1. Adjudication. In the event that (a) a determination is made
pursuant to Section 6 that Indemnitee is not entitled to indemnification under
this Agreement, (b) advancement of Expenses is not timely made pursuant to
Section 4, (c) payment of indemnification is not made pursuant to Section 3
within ten (10) days after receipt by the Company of a written request therefor,
or (d) payment of indemnification is not made within ten (10) days after a
determination has been made the Indemnitee is entitled to indemnification or
such determination is deemed to have been made pursuant to Sections 6 or 7 of
this Agreement, Indemnitee shall be entitled to an adjudication, in any court of
competent jurisdiction selected by Indemnitee within or without the State of
Delaware, of Indemnitee's entitlement to such indemnification or advancement of
Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association. Indemnitee shall commence any action under
this Section 8.1 within 180 days following the date on which Indemnitee first
has the right to commence such action hereunder.
8.2. De Novo Review. In the event that a determination shall have
been made pursuant to Section 6 that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
Section 8.1 shall be conducted in all respects as a de novo trial or arbitration
on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any such judicial proceeding or arbitration, the Company shall
have the burden of proving that Indemnitee is not entitled to indemnification or
the advancement of Expenses.
8.3. Company Bound. If a determination shall have been made or
deemed to have been made pursuant to Sections 6 or 7 that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration absent (a) a misstatement of a material fact
or an omission of a material fact necessary to make Indemnitee's statement not
materially misleading by Indemnitee, in connection with the request for
indemnification or the furnishing of information or (b) a prohibition of such
indemnification under applicable law. The Company shall be precluded from
asserting in any such judicial proceeding or arbitration that the procedures and
presumptions of this Agreement are not valid, binding, and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all provisions of this Agreement.
8.4. Expenses of Adjudication. In the event that Indemnitee seeks
an adjudication or an award to enforce his or her rights under this Agreement or
to recover damages for breach of this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company against any
and all expenses (of the type described in the definition of Expenses) actually
and reasonably incurred by Indemnitee in such adjudication or arbitration, but
only if Indemnitee prevails therein. If it shall be determined in such
adjudication or arbitration that Indemnitee is entitled to receive part, but not
all, of the indemnification or advancement of Expenses sought, Indemnitee shall
be entitled to recover such expenses from the Company on a pro rata basis. If it
shall be determined in such adjudication or arbitration, that Indemnitee is not
entitled to receive any indemnification or advancement of Expenses sought,
Indemnitee shall bear his own Expenses and shall release the Company for its
Expenses.
SECTION 9 . Non-Exclusivity; Subrogation.
9.1. Non-Exclusivity. The rights of indemnification and to
receive advancement of Expenses as provided by this Agreement shall not be
deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the certificate of incorporation or bylaws of any
corporation, any other agreement, a vote of stockholders a resolution of
directors, or otherwise.
9.2. Subrogation. In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all papers required
to take all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to embrace such
rights.
9.3. No Duplicative Payment. The Company shall not be liable
under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder if and to the extent the Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement, or otherwise.
SECTION 10 . Insurance.
The Company hereby covenants and agrees that during the term
hereof the Company shall use its best efforts to obtain and maintain in full
force and effect directors' and officers' liability insurance ("D&O Insurance")
in reasonable amounts from established and reputable insurers. Indemnitee shall
be named as an insured in such a manner as to provide Indemnitee the same rights
and benefits as are accorded to the most favorably insured of the Company's
directors. Notwithstanding the provisions of this Section 10, the Company shall
have no obligation to obtain or maintain D&O Insurance if the Company determines
in good faith that such insurance is not reasonably available, the premium costs
for such insurance are disproportionate to the amount of coverage provided, the
coverage provided by such insurance is limited by exclusion so as to provide an
insufficient benefit, or Indemnitee is covered by similar insurance maintained
by an affiliate of the Company. If, at the time of the receipt of the notice of
the commencement of a Proceeding, the Company has D&O Insurance in effect which
could provide coverage therefore of if it had prior D&O Insurance which could
provide coverage therefor, the Company shall give prompt notice of the
commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the applicable policy or policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay
on behalf of the Indemnitee all amounts payable as a result of such Proceeding
in accordance with the terms of such policy or policies.
SECTION 11 . Company May Assume Defense.
In the event the Company shall be obligated to pay the Expenses
of any Proceeding against Indemnitee, the Company, if appropriate, shall be
entitled to assume the defense of such Proceeding, with counsel reasonably
acceptable to the Indemnitee, upon the delivery to Indemnitee of written notice
of its election to do so. After delivery of such notice, the Company shall not
be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding;
provided, however, that (a) Indemnitee shall have the right to employ counsel in
any such Proceeding at Indemnitee's expense and (b) if (i) the employment of
counsel by Indemnitee and the payment of such counsel's fees and expenses has
been previously authorized by the Company in writing, (ii) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of any such defense and has provided
Company written notice setting forth the existence and nature of such conflict
of interest, or (iii) the Company shall not, in fact, have employed counsel to
assume the defense of such Proceeding, the fees and expenses of Indemnitee's
counsel shall be at the expense of the Company.
SECTION 12 . Definitions.
For purposes of this Agreement:
(a) "Corporate Status" means that the position of
a person as a director, officer, employee, agent or fiduciary
(including trustee) of any of the Companies or of any other
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise at the request of any of the Companies
shall include any position which imposes duties on, or involves
services by, such person with respect to an employee benefit
plan, its participants or beneficiaries.
(b) "Disinterested Director" means a director of
Ferrellgas, Inc. who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.
(c) "Expenses" means all reasonable attorneys'
fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types of
customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding.
(d) "Independent Counsel" means a law firm, or a
member of a law firm, that is recognized as experienced in
matters of corporation law and neither presently is, nor in the
past five years has been, retained to represent either (i) the
Company or Indemnitee in any matter material to either such party
or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. The term "Independent Counsel"
shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or Indemnitee in an
action to determine Indemnitee's rights under this Agreement.
(e) "Liabilities" means any judgments, fines,
penalties, or similar payments or amounts paid or incurred by
Indemnitee in connection with any Proceeding, amounts paid or
incurred by Indemnitee or on Indemnitee's behalf in settlement of
any Proceeding (including any excise taxes assessed upon
Indemnitee with respect to any employee benefit plan), and all
Expenses.
(f) "Proceeding" means any action, suit,
arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or any other proceeding,
pending or threatened, whether civil administrative or
investigative, except one initiated by the Indemnitee, unless the
Board of Directors of Ferrellgas, Inc. consents thereto.
SECTION 13 . Notices.
All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (a)
delivered by hand and receipted for by the party to whom such notice or other
communication shall have been directed or (b) mailed by certified or registered
mail with postage prepaid, on the third business day after the date on which it
is so mailed:
(a) If to Indemnitee, to the address set forth on
the signature page.
(b) If to any Company, to:
Ferrellgas, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
or to such other address as may have been furnished to the other
party. Promptly after receipt by the Indemnitee of notice of the commencement of
or the threat of commencement of any Proceeding, the Indemnitee shall notify the
Company of the commencement or the threat of commencement thereof.
SECTION 14 . General Provisions.
14.1. Successors and Assigns. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit
of Indemnitee and his or her heirs, executors, and administrators. The Company
shall require and cause any successor that owns 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 if no such succession had taken place.
14.2. No Adequate Remedy. The parties acknowledge that it is
impossible to measure in money the damages which will accrue to either party by
reason of a failure to perform any of the obligations under this Agreement.
Therefore, if either party shall institute any action or proceeding to enforce
the provisions hereof, the party against whom such action or proceeding is
brought hereby waives the claim or defense that the party bringing such action
has an adequate remedy at law, and the party against whom the action is brought
shall not urge in any action or proceeding the claim or defense that the other
party has an adequate remedy at law.
14.3. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.
14.4. Severability. If any provision or provisions of this
Agreement shall be held to be invalid or unenforceable for any reason
whatsoever: (a) the validity, legality, and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid or unenforceable) shall not
in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the remaining provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision or provisions held invalid or unenforceable.
14.5. Modification and Waiver. No supplement modification, or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No amendment, alteration, rescission, or replacement of
this Agreement or any provision hereof shall be effective as to Indemnitee with
respect to any action taken or omitted by Indemnitee before such amendment,
alteration, rescission or replacement. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver. The party shall not be deemed to have waived a right or
remedy provided in or relating to this Agreement unless the waiver is in writing
and duly executed by the party.
14.6. Entire Agreement. This Agreement, as to its subject matter,
exclusively and completely states the rights and duties of the parties, sets
forth their entire understanding, and merges all prior and contemporaneous
representations, promises, proposals, discussions, and understandings by or
between the parties. The parties agree that this Agreement does not in any way
alter, change or supersede the terms, conditions and obligations of the parties
set forth in the Employee Agreement and/or Option Grantee Agreement to which the
Company or Indemnitee may be a party.
14.7. Joint and Several. The obligations of Ferrellgas, Inc.,
Ferrellgas Partners, L.P. and Ferrellgas, L.P. hereunder shall be joint and
several.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
FERRELLGAS, INC.
By:
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Title:
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FERRELLGAS, L.P.
By: Ferrellgas, Inc., its General Partner
By:
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Title:
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FERRELLGAS PARTNERS, L.P.
By: Ferrellgas, Inc., its General Partner
By:
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Title:
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INDEMNITEE:
Name:
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Address:
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