Exhibit 10.11


 


PRIVILEGED AND CONFIDENTIAL


 


September 20, 2021


 


 


Kurt M. Zernich


 


		Re:	Employment Terms



 


Dear Kurt:


 


This letter agreement (this “Agreement”)
sets forth the terms of your continued employment at Yesway, Inc. (together with any subsidiaries and affiliates as may employ you
from time to time, the “Company”). This Agreement will be effective on the closing date of the initial public offering
of the Company (the “IPO”) or such other date mutually agreed upon by the parties.


 


Employment and Duties


 


You will
be employed in the role of General Counsel and you shall perform
the duties of this role as
are customary and as may be required by the Company. You will report
to Chief Executive Officer.


 


You shall have such duties and responsibilities,
commensurate with your position, as may
be reasonably assigned to you from time to time by the Chief Executive Officer or the Board of Directors of the Company (the “Board”),
or which are in
accordance with the delegations of authority set out by the Board.
You will use your best efforts to promote the interests and condition (financial and otherwise) of the Company.


 


At-Will Employment Relationship


 


You may terminate your
employment with the Company at any time and for any reason whatsoever
simply by notifying the Company. Likewise, the Company may terminate your employment at any
time, with or without cause, and
with or without advance notice. Your employment at-will status can only be modified in a written
agreement approved by the Company and signed by you and a duly authorized member of the Company. If your employment with the Company
terminates for any reason (such date of termination, the “Termination Date”), then, concurrently with such termination,
you will be deemed to have resigned from all director, officer, trustee or other positions you hold with the Company and any of its affiliates,
in each case unless otherwise agreed to in writing by the Company and you. You agree to execute any documents evidencing such resignations
as the Company may reasonably request.


 


Base Salary and Employee Benefits


 


Your base
salary will be paid at the annual rate of $410,000, less
payroll deductions and withholdings, on the Company’s normal
payroll schedule. You will be
reimbursed for expenses that are
normal and customary for your role and follow
applicable Company policies. As an exempt salaried employee,
you will be required to work the Company’s normal
business hours, and such additional time as
appropriate for your work assignments
and position. You will not be
eligible for overtime
premiums.


 


Commencing with fiscal year 2021,
you will have a target annual incentive cash bonus opportunity of 60% of your base salary. Payment of the cash bonus in any fiscal year,
if any, will be subject to the terms and conditions, if any, that the Board or a designated committee thereof establishes in its discretion
from time to time (and shall be pro-rated for partial years). Unless otherwise expressly provided in such bonus program or the Severance
Plan (as defined below), you must remain employed with the Company through the date of payment of any such bonus to be eligible to receive
it.


 






    


     


    

 


Kurt M. Zernich


September 20, 2021


Page | 2


 


 


You will
be eligible to participate in the Company’s health
and welfare, group insurance,
retirement and other employee benefit plans, programs and arrangements
(pursuant to the terms and
conditions of the benefit
plans and applicable policies) as are made
generally available from time to time to executives
of the Company.


 


You will
be eligible for 5 weeks of vacation per
year. You will earn any additional vacation according to the
Company’s vacation policy.


 


IPO and Equity Awards


 


In connection with
the IPO, subject to the approval of the Board (or a committee thereof), you will be granted an option to purchase shares of Class A
common stock with an aggregate grant date value of $399,375 and restricted stock units with respect to shares of Class A common
stock with an aggregate grant date value of $133,125 under the Company’s 2021 Incentive Award Plan
or other equity incentive plan then in effect and an applicable award agreement (“IPO Equity Awards”).


 


During your employment with the
Company you will be eligible to participate in the Company’s equity incentive plan then in effect and receive equity awards thereunder,
as determined by the Board (or a committee thereof) in its discretion and subject to the terms of the Company’s equity incentive
plan then in effect and an applicable award agreement.


 


Severance Benefits


 


You will be eligible to participate in the Yesway, Inc.
Executive Severance Plan (the “Severance Plan”), a copy of which has been provided to you. By signing this Agreement,
you are acknowledging such participation and your understanding that you are agreeing to all of the terms and conditions of the Severance
Plan, including certain promises and covenants contained in Section 10 of the Severance Plan (which apply regardless of whether
you receive any payments or benefits under the Severance Plan). You should read the entire Severance Plan carefully.


 


Section 409A


 


Notwithstanding
anything herein to the contrary,
this Agreement is intended
to be interpreted and applied so that the payment of the benefits
set forth herein shall
either be exempt from the requirements of
Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (together
with the Department of Treasury Regulations and other guidance thereunder, “Section 409A”)
or shall comply with
the requirements of such provision.
After the Termination Date,
you shall have no duties
or responsibilities that are
inconsistent with having
a “separation from
service” (within the
meaning of Section 409A) as of the Termination Date and,
notwithstanding anything
in the Agreement to
the contrary, any distributions upon termination of employment
of nonqualified deferred compensation may only be made
upon a “separation
from service” (as determined
under Section 409A) and
such date shall be the Termination Date
for purposes of this Agreement. Each payment
under this Agreement or otherwise shall be treated as a separate
payment for purposes of Section 409A. In no event may
you, directly or indirectly,
designate the calendar year of any payment
to be made under this Agreement
which constitutes a “nonqualified deferral
of compensation” (within the meaning of Section 409A)
and to the extent an amount is payable within a time period, the
time during which such amount is paid shall be in the discretion of the Company. To the extent that any reimbursements are taxable to
you, any such reimbursement payment due to you shall be paid to you on or before the last day of the calendar year following the taxable
year in which the related expense was incurred. The reimbursements
are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that you receive in one taxable
year shall not affect the amount of such reimbursements that you receive in any other taxable year. Notwithstanding any provision
to the contrary in this Agreement, if you are deemed at the time of your separation from service to be a “specified employee”
for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination
benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of
the Code, such portion of your termination benefits shall not be provided to you prior to the earlier of (A) the expiration of the
six-month period measured from the date of your “separation from service” with the Company or (B) the date of your death;
upon the earlier of such dates, all payments deferred pursuant to this sentence shall be paid in a lump sum to you, and any remaining
payments due under the Agreement shall be paid as otherwise provided herein.


 






    


     


    

 


Kurt M. Zernich


September 20, 2021


Page | 3


 


 


Assignment


 


This Agreement may
be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business
operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations
of such affiliate or successor person. You may not assign your
rights or obligations to another entity or person.


 


Indemnification


 


You shall be entitled
to indemnification to the maximum extent permitted by applicable
law and the Company’s Articles of Incorporation or Bylaws, as applicable, subject to any applicable obligations therein (including,
without limitation, any repayment obligations pursuant to Section 6.03 of the Bylaws) . At all times during your employment,
the Company shall maintain in effect a directors and officers liability insurance policy with you
as a covered officer.


 


Whistleblower Protections
and Trade Secrets


 


Notwithstanding any provision
of this Agreement to the contrary, nothing prohibits you from reporting possible violations of federal law or regulation to any United
States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities
Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of State
or Federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore,
(i) you shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade
secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting
or investigating a suspected violation of law; (ii) you shall not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal; and (iii) if you file a lawsuit for retaliation by an employer for reporting a suspected violation
of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you file
any document containing the trade secret under seal; and do not disclose the trade secret, except pursuant to court order.


 


Compensation Recovery Policy


 


You acknowledge and agree that, to the extent
the Company adopts any clawback or similar policy pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise,
and any rules and regulations promulgated thereunder, you will take all action necessary or appropriate to comply with such a clawback
policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement
and/or enforce such policy).


 






    


     


    

 


Kurt M. Zernich


September 20, 2021


Page | 4



 


 


Miscellaneous


 


This Agreement forms
the complete and exclusive statement of your employment agreement
with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral
or written. Changes in your
employment terms, other than those changes
expressly reserved to the Company’ discretion
in this Agreement, require a written modification approved
by the Company. This Agreement
will bind the heirs, personal
representatives, successors and assigns of both you and the
Company, and inure to the benefit of both you and the Company,
their heirs,
successors and assigns. If any
provision of this Agreement is determined to be invalid or unenforceable,
in whole or in part, this
determination shall not affect any other provision of this Agreement and the provision in question
shall be modified so as to be rendered enforceable in
a manner consistent with the intent of the parties insofar as
possible under applicable law. This
Agreement shall be construed and enforced in accordance with the laws of
the State of Delaware without regard
to conflicts
of law principles. Any dispute
or controversy arising out of, relating to, or concerning any interpretation, performance or breach of this Agreement will be settled
by arbitration to be held in Boston, Massachusetts, administered by the American Arbitration Association under its employment arbitration
rules and mediation procedures and judgment upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Each party will each pay their own costs and expenses; provided, however, the arbitrator may award the costs and
attorneys’ fees of the other party to the extent permitted by applicable law. Any ambiguity in this Agreement shall not
be construed against either party as the drafter. Any
waiver of a breach of this Agreement, or rights
hereunder, shall be in
writing and shall not be deemed
to be a waiver of any successive breach or rights hereunder.
This Agreement may be executed
in counterparts which shall be deemed to be part of one original,
and facsimile or pdf signatures shall be equivalent
to original signatures.


 


I am very pleased to offer you continued employment
in this position at the Company on and following the IPO under the terms described above. I would be happy to discuss any questions that
you may have about the terms of the offer. It will be a pleasure to continue to work with you and create the future of the Company on
and following the IPO.


 


Sincerely,


 


 


Thomas N. Trkla


 


Chairman and Chief Executive Officer


 


Understood and Accepted:


 


 





	/s/ Kurt M. Zernich	 	9/20/21	 
	Kurt M. Zernich	 	Date