EX-10.1






AGREEMENT AND RELEASE




This Agreement and Release is entered on this 13th day of January, 2017 (the “Effective Date”)
among Ferrell Companies, Inc. (“FCI”), Ferrellgas, Inc. of Overland Park, Kansas (collectively,
“Ferrellgas”), and their affiliates, including Ferrellgas Partners, L.P., and/or Ferrellgas, L.P.,
(all of which will collectively be referred to as “Ferrell”) and Tod D. Brown (“Employee”), to set
forth the terms of separation of Employee’s employment relationship with Ferrellgas and for all
benefits, rights, and obligations between Ferrellgas and Employee (referred to collectively as the
“Parties”). Thus, in consideration of the mutual promises, covenants and agreements set forth
below, the adequacy and sufficiency of which are hereby acknowledged by the Parties, the Parties
agree as follows:



Employee has resigned from Ferrellgas as of the Effective Date, and his regular employment
will end on January 17, 2017; however, Employee will be paid through January 31, 2017, and
thereafter will continue in an advisory role described in Section 2 below. Ferrell and Employee now
desire to fully and finally resolve all issues among or between them arising from Employee’s
employment by Ferrell and/or the cessation of such employment. Therefore, intending to be legally
bound, Ferrell and Employee agree as follows:




	 	1.	 	Employee has resigned as CEO of Blue Rhino and Executive Vice President of Ferrellgas
and all of its affiliated entities on the Effective Date. The parties agree that the
January 17, 2017 shall be the “Termination Date” referenced in the Employment Agreement
between the parties dated August 10, 2009.






	 	2.	 	Further, Ferrellgas agrees to pay Employee his regular base salary through the end of
January, 2017 and will retain Employee in an advisory role from February 1, 2017 through
January 31, 2018, (the “Advisory Period”). Employee will be paid his previous base salary
of $425,000 per annum on usual the bi-weekly pay periods, subject to withholdings and
deductions, during and for the Advisory Period. Employee will not be granted any further
options or stock appreciation rights. Employee will no longer be deemed to be an advisor
to Ferrell, including any affiliates of any Ferrell entity, after the Advisory Period, and
no further rights or benefits, including without limitation stock/common unit option or
stock appreciation rights or vesting, shall accrue to Employee during or after the
Advisory Period. Employee shall not make any 401(k) contributions nor receive any 401(k)
matching during the Advisory Period and will voluntarily discontinue deferrals to his
Supplemental Savings Plan. Employee will not be entitled to future ESOP allocations
after the Effective Date. Employee shall cooperate fully with Ferrell in the transition of
his duties and the leadership of Blue Rhino, but shall not undertake any duties on behalf
of Ferrell and shall not be considered to be operating within the course of any duties
unless specifically directed in writing by Ferrell to do so. Employee shall not have the
authority, apparent or actual, to enter into agreements on behalf of Ferrell or to
otherwise bind the company, and Employee shall not hold himself out to be an officer of
Ferrell. Employee shall not have access to company offices, telephone systems, computer or
email systems or other Ferrell property during the Advisory Period unless specifically
authorized in writing by Ferrell. Employee will office from his home and all business
communications by him shall be directed to Trent Hampton, Sr. Vice President of
Ferrellgas. Employee shall be reimbursed only for previously authorized and reasonable
out-of-pocket expenses incurred on behalf of Ferrellgas. Employee agrees to be reasonably
available to assist and cooperate with Ferrell and to respond in a timely manner to
reasonable inquiries from Ferrell senior management. Employee agrees that the
confidentiality provisions of his Employee Agreement shall extend to any confidential
information (as defined in his Employment Agreement) obtained or developed during this
period. In the event of a Change in Control (as defined in Employee’s August 10, 2009
Employment Agreement).






	 	3.	 	During the Advisory Period, Employee shall continue to be eligible for and
Ferrellgas shall provide the employer share of any health, vision, and dental coverage in
which Employee and his dependents were enrolled as of the Effective Date and Employee’s
cost for these benefits will be consistent with the rates charged to active employees
during the Advisory Period. Employee acknowledges that the end of the Advisory Period
will constitute a “qualifying event” for COBRA purposes. Employee acknowledges such
payments are greater than Ferrell’s COBRA obligations.






During the Advisory Period, Employee shall continue to be eligible for and Ferrellgas shall
also provide the employer share of the cost of any life and AD&D coverage in which Employee
and his dependents were enrolled as of the Effective Date, and Employee’s cost for these
benefits will be consistent with the rates paid by active employees.


 




After the Advisory Period, if the Employee elects his standard rights under COBRA, the
eighteen month COBRA continuation period will begin and COBRA information will be sent to
Employee by Ferrell’s COBRA provider. Employee must submit each month’s COBRA premium
payment to Ferrell’s COBRA provider as outlined in the enrollment information. In addition,
Employee must make a copy of the check submitted for each payment and mail it to
Ferrellgas, Attention Benefits Department, One Liberty Plaza, Liberty, MO 64068.
Ferrellgas will reimburse Employee for a portion of the monthly premium payment (as more
fully described in the last sentence of this paragraph) after The Taben Group (or successor
COBRA administrator) has received the premium and after the Benefits Department successor
has received a copy of each payment check. If Employee fails to submit premiums in a timely
manner, Employee will lose continuation coverage. The amount of the Employee’s monthly
reimbursement shall equal the difference between the Employee’s premium payment and the
Employee cost for coverage consistent with the rates charged to active employees (the
“Premium Reimbursement”), plus a gross-up payment to reimburse Employee for any income and
employment taxes due on the Premium Reimbursement and gross-up payment.




In addition, Ferrell shall pay to Employee the sum of $12,000 in transition expenses as
well as up to 4 weeks unused and accrued vacation pay, due and payable on January 31, 2017
or shortly thereafter.




	 	4.	 	In exchange for the mutual promises made here, Employee agrees to forever RELEASE and
DISCHARGE Ferrell, all of Ferrell’s affiliated entities, and Ferrell’s officers,
employees, directors and agents from any and all claims arising from his employment and/or
cessation of employment and all debts, obligations, claims, demands, or causes of action
of any kind whatsoever, known or unknown, in tort, contract, by statute or on any other
basis, for equitable relief, compensatory, punitive or other damages, expenses (including
attorney’s fees), reimbursements or costs of any kind, including, but not limited to, any
and all claims, demands, rights and/or causes of action, including those which might arise
out of allegations relating to a claimed breach of an alleged oral or written employment
contract, or relating to purported employment discrimination or civil rights violations,
such as, but not limited to, those arising under Title VII of the Civil Rights Act of 1964
and all amendments thereto, Executive Order 11246, as amended, the Age Discrimination in
Employment Act of 1967, as amended, the Equal Pay Act, the Rehabilitation Act of 1973, the
Americans with Disabilities Act, the Older Workers’ Benefits Protection Act, and/or any
other applicable federal, state, or local employment discrimination or retaliation
statute, ordinance or common law doctrine which Employee might assert against Ferrell.
Employee waives any right to recover in any lawsuit brought on his behalf by any
government agency or other person. Except as specifically provided, this paragraph does
not release any rights or obligations under this Agreement or any rights or Employee’s
interest existing (as of the Effective Date) in the Ferrell Companies, Inc. Incentive
Compensation Plan, the Ferrellgas Unit Option Plan, the Ferrell Companies, Inc. Employee
Stock Ownership Plan, the Ferrell Companies, Inc. 401(k) Investment Plan, or the Ferrell
Companies, Inc. Supplemental Savings Plan. This provision specifically releases any
claims by Employee pursuant to his executive employment agreement with Ferrell dated
August 10, 2009.






	 	5.	 	Employee acknowledges that he has been employed by Ferrell in a senior management
capacity and has supervised employees conducting business throughout the United States,
including employees directly involved in sales and marketing to Blue Rhino and Blue Rhino
Global Sourcing customers, including national and government accounts. In the course of
his employment, Employee has received significant Confidential Information (as defined in
his Employee Agreement), including specific information regarding Ferrell’s strategies,
suppliers, product costs and customers throughout the United States and has participated
in all meetings of the executive committee and board of directors of Ferrell. For that
reason, and in consideration of the financial benefits granted to Employee pursuant to
this Agreement, Employee acknowledges that any employment in the propane industry during
the Advisory Period would result in the inevitable disclosure and/or use of such
Confidential Information to the detriment of Ferrell. Therefore, Employee agrees not to
accept employment in the propane, tank exchange, or barbeque, hearth and patio products
industries in whole or in part within the United States during the two-year period
immediately following the Effective Date of his resignation.






	 	6.	 	Employee agrees to cooperate Ferrell in the announcement of his resignation and the
transition plans of Ferrell with respect to his responsibilities, including an in-person
announcement to Blue Rhino employees on or about January 17, 2017. The Parties mutually
agree that the transition announcement and related activities shall be conducted in a
mutually amicable and respectful manner. After such announcement, Employee shall not
undertake any further day-to-day responsibilities, except as reasonably directed, and
shall act in a substantially similar manner as described in Section 2, consistent with his
role as an advisor in the Advisory Period.






	 	7.	 	Employee promises not to make any derogatory, disparaging or false statements to any
third parties intended to harm the business or personal reputation of Ferrell, its
directors, officers and employees, nor to disparage or act contrary to the transition
plans of Ferrell. Ferrell promises not to make any derogatory, disparaging or false
statements to third parties intended to harm the business or personal reputation of
Employee.






	 	8.	 	Employee understands and agrees that if he violates any promises, Ferrell may pursue
all permissible remedies to redress such violations including seeking repayment of all
payments made under this Agreement and Release and recovery of costs and reasonable
attorney’s fees. If Employee violates any promises during the Advisory Period, in
addition to its other remedies Ferrell may terminate Employee’s employment as an advisor
and cease any additional vesting of any benefit or option.






	 	9.	 	Employee agrees that the surviving terms of his Employee Agreement, his FCI Option
Grantee Agreements, any Ferrellgas Partners, L.P. Option Agreements and his Executive
Employment Agreement dated August 10, 2009 signed by him, which are along with any similar
agreements, incorporated herein by reference, are enforceable agreements by the Parties,
that his obligations under these agreements inure to the benefit of Ferrell, and that this
Agreement and Release does not release him from any post-employment obligations under them
or under any other contract which obligates Employee not to reveal the Confidential
Information of Ferrellgas.






	 	10.	 	Employee acknowledges that there is existing litigation and regulatory matters of
which he may have knowledge. Employee agrees to remain available (upon reasonable prior
notice) to consult with Ferrell in connection with any claims or litigation involving
Ferrell and any transitional matters involving Employee’s prior duties with Ferrell.
Ferrell shall reimburse Employee for his reasonable out-of-pocket expenses in connection
with such consultation.






	 	11.	 	This agreement shall be governed by the laws of the state of Kansas, except with
respect to the issuance, ownership and exercise of options or stock appreciation rights,
which shall be governed by the state of Delaware.




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Additional Statement by Employee




I was given a copy of this Agreement and Release and was notified that I have the right to consult
with an attorney before signing. Furthermore, I acknowledge being given at least twenty-one (21)
days within which to consider this Agreement and Release. I have carefully read and fully
understand this Agreement and Release and have had sufficient time and opportunity to consult with
my personal tax, financial, and legal advisors prior to signing. By signing this Agreement and
Release, I voluntarily indicate my intent to be legally bound by its terms. I understand that I may
revoke this Agreement and Release within seven days after signing it but that thereafter it is
irrevocable.



THIS IS A RELEASE OF CLAIMS

READ CAREFULLY BEFORE SIGNING





      /s/ Tod. D Brown—




	 	 	Tod D. Brown






      January 13,2017      




Date



FERRELLGAS, INC.;


FERRELL COMPANIES, INC.;


FERRELLGAS PARTNERS, L.P.


FERRELLGAS, L.P.


by FERRELLGAS, INC., a Delaware



Corporation, their General Partner



By             /s/ Trent Hampton       Date        January 13,2017      

Trent Hampton

Sr. Vice President





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