exv10w19



 





Exhibit 10.19




WAIVER TO EMPLOYMENT, CONFIDENTIALITY, AND NONCOMPETE AGREEMENT




     This Waiver to Employment, Confidentiality, and Noncompete Agreement dated as of December
19, 2006 (this “Waiver”) is made and entered into by and among Ferrell Companies, Inc., a Kansas
corporation (“FCI”), Ferrellgas, Inc., a Delaware corporation (“FGI”; FCI and FGI are jointly and
severally referred to herein as the “Company” or the “Companies”, as the context so requires),
James E. Ferrell (the “Executive”) and Greatbanc Trust Company, as successor Trustee to LaSalle
National Bank, not in its corporate capacity, but solely as Trustee of the Ferrell Companies Inc.
Employee Stock Ownership Trust (“Trustee” and together with the Companies and the Executive, the
“Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them
in the Employment Agreement (as defined below).



RECITALS




     1. The Parties entered into that certain Employment, Confidentiality, and Noncompete
Agreement dated as of July 17, 1998 (as amended, modified and supplemented, the “Employment
Agreement”).



     2. The Employment Agreement provides that the Executive shall not directly or indirectly
through another entity induce or attempt to induce any employee of the Companies to leave the
employ of the Companies.



     3. The Executive has expressed his desire to cause one or more of his affiliates to enter into
employment discussions with, and potentially hire, Mr. M. Kevin Dobbins and Mr. Eugene D. Caresia.



     4. The Parties desire to waive certain provisions of the Employment Agreement as set forth
herein.



     Now, therefore, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:



 









 





ARTICLE I

WAIVER




     1.1 Waiver to the Employment Agreement. The Parties hereby agree that, notwithstanding the
provisions of the “Noncompete; Nonsolicitation” section of the Employment Agreement, the Executive,
or his affiliates, shall be permitted to enter into employment discussions with, and hire, Messrs.
Dobbins and Caresia.



ARTICLE II

MISCELLANEOUS




     2.1 Headings. The headings used in this Waiver have been inserted for convenience of
reference only and do not define or limit the provisions hereof.



     2.2 Counterparts; Facsimile. This Waiver may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together will constitute one and the same
instrument. Any facsimile copies hereof or signature hereon shall, for all purposes, be deemed
originals.



     2.3 Governing Law. This Waiver shall be governed by and construed in accordance with the Laws
of the State of Missouri, without giving effect to any conflict or choice of law provision that
would result in the imposition of another state’s Law.



[Signature Pages Follow]




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     IN WITNESS WHEREOF, this Waiver has been duly executed and delivered by the duly
authorized officer of each Party as of the date first above written.



	 	 	 	 	 	 	 
	 	 	FERRELL COMPANIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FERRELLGAS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James E. Ferrell	 	 
	 
	 	 	 	 	 	 
	 	 	TRUSTEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	                                        , on behalf of Greatbanc
Trust Company, as successor Trustee to LaSalle
National Bank, solely as Trustee of the Ferrell
Companies Inc. Employee Stock Ownership Trust,
and not in                      ’s individual capacity
or Greatbanc Trust Company’s corporate capacity.	 	 






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