exv10w1






Exhibit 10.1




SEPARATION AGREEMENT AND RELEASE




     This Separation Agreement and Release (this “Agreement”), entered into on October 28,
2011, is by and among (a) Crestwood Midstream Partners, LP, a Delaware limited partnership, and all
of its affiliates (“Crestwood”), (b) Crestwood Gas Services GP LLC, in its capacity as the
general partner (the “General Partner”) of Crestwood, (c) Crestwood Holdings Partners, LLC,
a Delaware limited liability company, and all of its affiliates (the “Company”), (d)
Crestwood Midstream Partners II, LLC, a Delaware limited liability company (“Crestwood
Midstream”), and (e) Terry L. Morrison (“Employee”). Capitalized terms used herein but
not defined shall have the meanings ascribed in the Operating Agreement of the Company dated
September 21, 2010 (“Operating Agreement”) and the Equity Agreement between the Company and
Employee dated September 21, 2010 (“Equity Agreement”) hereinafter collectively the
“Agreements.”



     Employee and the Company are parties to the Agreements. The Company has informed Employee
that Employee’s services will no longer be required with respect to the Company (any references to
the termination of employment in this Agreement with the Company shall include any employment
relationship with the Company, the General Partner, Crestwood, Crestwood Midstream and/or any of
their respective affiliates). In order to achieve a final and amicable resolution of the
employment relationship and in consideration of the mutual covenants and promises set forth below,
as well as other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



     1. Termination of Employment. Employee’s employment with the Company terminated
effective October 1, 2011 (the “Termination Date”). Subject to applicable withholding for
taxes and other standard deductions, Employee acknowledges that he has received Employee’s regular
pay through the Termination Date.



     2. Payments from the Company. The Company shall pay Employee an aggregate of
$176,177.58 which shall be allocated as follows:




	 	a)	 	In recognition of Employee’s past service to the Company, the General Partner
and Crestwood in consideration of the release contained in this Agreement as well as
all other promises made by Employee in this Agreement, the Company shall pay to
Employee severance pay equal to $128,129.00, less any applicable taxes and required
withholding (“Severance Pay”) as a single payment within five (5) days
following the effective date of this Agreement as provided in Section 20.
	 
	 	b)	 	Further, based upon Employee’s year to date participation in the 2011 Incentive
Compensation Plan (the “Bonus Plan”), the Company will pay to the Employee a
nominal payment of $48,048.38, being a prorated Bonus Plan payment based upon a 50%
performance rating, less any applicable taxes and required withholding (“Bonus Pay”) as a single payment within five days following the
effective date of this Agreement as provided in Section 20.




 









 






	 	c)	 	Employee acknowledges and agrees that the Severance Pay and Bonus Pay are not
due to Employee and exceed anything of value that Crestwood or the Company owes
Employee, and that the Severance Pay and Bonus Pay are only being paid to Employee in
consideration for Employee’s agreement to all the terms and provisions of this
Agreement, as acknowledged by Employee’s signature to this Agreement.





     3. Attorney’s Fees and Costs. The Company shall pay Employee the sum of $20,000 for
Employee’s costs and expenses associated with the review and entry into this Agreement, including
fees and expenses associated with the securing of professional services, including but not limited
to, attorney’s fee and expenses, valuation professionals and others, without limitation, in
connection with the review of this Agreement and the underlying Agreements referenced herein.



     4. Other Benefits. Except as otherwise expressly waived in this Agreement, neither
this Agreement nor the release contained herein shall waive Employee’s right to any accrued benefit
under any Company plan in which Employee is a qualified participant. Employee shall be responsible
for taking any and all actions required in connection with such accrued benefits. To the extent
that Employee currently participates in the Company’s group medical or dental plans, Employee will
be eligible for continuation of medical and dental coverage as provided for in the Consolidated
Omnibus Reconciliation Act of 1985 (“COBRA”). Employee will receive a separate notice with more
details regarding COBRA and an application form. Employee understands that continued health
insurance coverage, if any, will be at Employee’s expense (except as otherwise provided by law) and
requires completion of the application form; except that the period six (6) months following the
Termination Date (November 1, 2011 to April 30, 2012) all costs associated with the continuation of
Employee’s benefits under COBRA shall be paid for by the Company.



     5. Employee Release. In consideration for the Severance Pay and Bonus Pay from
Crestwood stated above, as well as the other promises set forth in this Agreement, Employee
voluntarily and knowingly waives, releases, and discharges the Company, the General Partner,
Crestwood Midstream, Crestwood, its direct and indirect parent companies, predecessor, successor,
subsidiary, and affiliate companies, and all of their employees, officers, directors, owners,
members, shareholders, principals, attorneys, insurers, benefit plans, plan fiduciaries,
representatives, agents and assigns from all claims, liabilities, demands, grievances, and causes
of action, known or unknown, fixed or contingent, which Employee may have or claim to have against
any of them as a result of Employee’s employment and/or termination from employment and/or as a
result of any other matter arising through the date of Employee’s signature on this Agreement.
Employee agrees not to file a lawsuit to assert any such released claims and Employee agrees not to
accept any monetary damages or other personal relief (including legal or equitable relief) in connection with any administrative claim or lawsuit filed by any person
or entity. This waiver, release and discharge includes, but is not limited to:



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	 	a)	 	claims arising under federal, state, or local laws regarding employment or
prohibiting employment discrimination such as, without limitation, Title VII of the
Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment Act,
the Older Workers’ Benefit Protection Act, the Occupational Health and Safety Act, the
National Labor Relations Act, Section 1981 of the Civil Rights Act of 1866, the
Americans with Disabilities Act, the Rehabilitation Act, the Fair Labor Standards Act,
the Family and Medical Leave Act (FMLA), the Genetic Information Nondiscrimination Act,
Chapters 21, 61 and 451 of the Texas Labor Code, the Texas Commission on Human Rights
Act, the California Fair Employment and Housing Act, the California Family Rights Act,
the Sarbanes Oxley Act of 2002, Comprehensive Omnibus Budget Reconciliation Act of 1985
(COBRA), the Health Insurance and Portability Accountability Act of 1996 (HIPAA), and
the Worker Adjustment and Retraining Notification (WARN) Act;
	 
	 	b)	 	claims for breach of oral or written express or implied contract or promissory
estoppel or quantum meruit, including the Agreements or any other employment-related
offer or agreement;
	 
	 	c)	 	claims for personal injury, harm, or other damages (whether intentional or
unintentional and whether occurring on the job or not, including, without limitation,
negligence, defamation, misrepresentation, fraud, intentional infliction of emotional
distress, assault, battery, invasion of privacy, and other such claims);
	 
	 	d)	 	claims growing out of any legal restrictions on the Company’s, the General
Partner’s or Crestwood’s right to terminate its employees including any claims based on
any violation of public policy or retaliation for filing a workers’ compensation claim;
	 
	 	e)	 	claims for workers compensation, wages, commissions, equity or other incentive
programs, or any other form of compensation other than any pending workers’
compensation benefits claim; or
	 
	 	f)	 	claims for benefits including, without limitation, those arising under the
Employee Retirement Income Security Act.





     NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN ATTEMPT TO WAIVE ANY CLAIM WHICH IS NOT
WAIVABLE AS A MATTER OF LAW.



     6. Administrative Complaint. Nothing in this Agreement shall be construed to restrict
or prevent Employee from filing a charge or complaint, including a challenge to the validity of
this Agreement, with the Equal Employment Opportunity Commission (“EEOC”) or from
participating in an investigation or proceeding conducted by the EEOC or comparable state agency.
This Agreement does not impose any condition precedent, any penalty or any other limitation
adversely affecting his right to file a charge or complaint, including a challenge to the



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validity of this Agreement, with the EEOC or to participate in any investigation or proceeding conducted by
the EEOC or a comparable state agency. However, Employee understands and recognizes that even if a
charge is filed by him or on his behalf with the EEOC or a comparable state agency, he will not
be entitled to any damages or payment of any money or other relief personal to him relating to any
event which occurred prior to his execution of this Agreement.



     7. Independent Legal Advice. Employee acknowledges that Employee has had the
opportunity to be represented by independent legal counsel of Employee’s choice with respect to the
advisability of signing this Agreement and providing the releases, waivers, acknowledgements,
representations and undertakings specified herein, and with respect to Employee’s rights and
obligations under the terms of this Agreement.



     8. Confidentiality. Employee agrees to keep the existence and content of this
Agreement confidential and further agrees that Employee will not disclose information concerning
this Agreement to anyone outside of Employee’s immediate family, tax advisor or attorney, except as
may be required by law.



     9. Company Property. Employee represents to the Company that Employee has returned
all property of the Company, the General Partner, Crestwood Midstream, Crestwood or any of its
affiliates in Employee’s possession to the Company or Crestwood prior to Employee’s execution of
this Agreement.



     10. Continuing Obligations. Employee’s obligations pursuant to Section 9.3 of that
certain Operating Agreement of the Company, dated September 21, 2010, shall continue in full force
and effect regardless of the termination of Employee.



     11. Nondisparagement. Company and Employee agree not to disparage the other
personally or in the other’s business conduct or pursuits, and agree the mutual covenants under
this section are a material term of this Agreement.



     12. ADEA Waiver and Acknowledgments. Employee expressly acknowledges and agrees that,
by entering into this Agreement, Employee is waiving any and all rights or claims, if any, that
Employee may have arising under the Age Discrimination in Employment Act of 1967, as amended
(“ADEA”), and the Older Workers Benefit Protection Act (“OWBPA”), which have arisen
on or before the date of execution of this Agreement. Employee further expressly acknowledges and
agrees that:




	 	(i)	 	The release is part of an agreement between the parties that is
written in a manner calculated to be understood by Employee and that Employee
in fact understands the terms, conditions, and effect of this Agreement;
	 
	 	(ii)	 	This Agreement refers to rights or claims arising under the
ADEA and OWBPA;




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	 	(iii)	 	Employee does not waive rights or claims under the ADEA or
OWBPA that may arise after the date this Agreement is executed;
	 
	 	(iv)	 	In return for this Agreement, Employee will receive
consideration beyond that which Employee was already entitled to receive before
entering into this Agreement;
	 
	 	(v)	 	Employee is hereby advised in writing by this Agreement to
consult with an attorney before signing this Agreement;
	 
	 	(vi)	 	Employee is hereby informed that Employee has twenty-one (21)
days within which to consider the Agreement, but Employee need not take the
entire twenty-one (day) period if Employee does not desire to do so; and
	 
	 	(vii)	 	Employee is hereby informed that Employee has seven (7) days
following the date of the execution of the Agreement in which to revoke the
Agreement in writing by providing a copy of such writing to Robert G. Phillips,
717 Texas, Suite 3150, Houston, Texas, 77002 or by facsimile at 832-519-2250.
Employee acknowledges and agrees that this Agreement, however, will not be
effective or enforceable until this seven (7) day period has expired.





     13. No Admission of Liability. Employee understands this Agreement is not and shall
not be deemed or construed to be an admission by Crestwood, the Company, the General Partner,
Crestwood Midstream or any of their respective affiliates of any wrongdoing of any kind or of any
breach of any contract, law, obligation, policy, or procedure of any kind or nature.



     14. Severability. In the event that any provision of this Agreement should be held to
be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and
effect.



     15. Governing Law. This Agreement will be interpreted and enforced in accordance with
the laws of the State of Delaware, except to the extent preempted by federal law.



     16. Jury Waiver. Employee acknowledges that the right to a trial by jury is a
constitutional right that may be knowingly, voluntarily, and intelligently waived by Employee.
EMPLOYEE VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT HE HAS TO SEEK A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING DIRECTLY
OR INDIRECTLY OUT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY OF THE MATTERS SET FORTH
HEREIN. EMPLOYEE ACKNOWLEDGES AND FULLY UNDERSTANDS THAT THE EFFECT AND CONSEQUENCES OF THIS
WAIVER WILL PREVENT HIM FROM HAVING THE ABILITY TO HAVE A JURY HEAR AND DECIDE ANY LEGAL OR FACTUAL
DISPUTES AND PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY OUT OF, OR IN ANY WAY RELATED TO, THIS
AGREEMENT OR ANY OF THE MATTERS SET FORTH HEREIN. As valuable consideration for Employee’s promise



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in this Section 16, as well as all other valuable consideration that is provided for in this
Agreement, Crestwood, the General Partner, the Company and Crestwood Midstream reciprocally agree
to unconditionally waive their right, to the fullest extent permitted by applicable law, to have a
trial by jury in any legal proceeding arising directly or indirectly out of, or in any way related
to, this Agreement or any of the matters set forth herein. In the event of litigation, this
Agreement may be filed by either the Company or Employee as a written consent to a trial by the
court. Employee is hereby advised of the opportunity to consult with counsel regarding this
Agreement and to provide such counsel, for review and examination, a copy of this Agreement.



     17. Covenant to Execute Agreements. Employee hereby covenants and agrees to execute
any amendment to the Operating Agreement and/or Equity Agreement and any other documents or
agreements that the General Partner, Crestwood or the Company reasonably believes necessary to
effectuate the transfer of all of Employee’s equity interests in the Company and the termination of
Employee’s relationship with the General Partner, Crestwood, the Company and their respective
affiliates.



     18. Entirety and Integration. Upon the execution hereof by all the parties, this
Agreement shall constitute a single, integrated contract expressing the entire agreement of the
parties relative to the subject matter hereof and supersedes all prior negotiations, understandings
and/or agreements, if any, of the parties. No covenants, agreements, representations, or
warranties of any kind whatsoever have been made by any party hereto, except as specifically set
forth in this Agreement.



     19. Binding Effect; Amendments. This Agreement will be binding upon, and inure to the
benefit of, Crestwood, the Company and Employee and their respective successors and assigns. This
Agreement may not be modified or amended except by an instrument in writing signed by Employee and
a duly authorized representative of both Crestwood and the Company.



     20. Effectiveness. This Agreement will not become effective and binding until the
eighth day after Employee signs this Agreement if, and only if, Employee does not timely revoke
this Agreement during the seven-day revocation period. No payments under this Agreement will be
owing and due until this Agreement becomes binding and effective as provided for in this paragraph;



     21. Authorization. Each person signing this Agreement as a party or on behalf of a
party represents that he or she is duly authorized to sign this Agreement on such party’s behalf,
and is executing this Agreement voluntarily, knowingly, and without any duress or coercion.



[Signature Page to Follow]




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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement in multiple
counterparts as of the day and year first above written.




	 	 	 	 	 	 	 

	 	 	CRESTWOOD GAS SERVICES GP LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert G. Phillips
 

Robert G. Phillips
	 	 
	 

	 	Title:
	 	Chairman, President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CRESTWOOD MIDSTREAM PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Crestwood Gas Services GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert G. Phillips
 

Robert G. Phillips
	 	 
	 

	 	Title:
	 	Chairman, President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CRESTWOOD HOLDINGS PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert G. Phillips
 

Robert G. Phillips
	 	 
	 

	 	Title:
	 	Chairman, President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CRESTWOOD MIDSTREAM PARTNERS II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert G. Phillips
 

Robert G. Phillips
	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Terry L. Morrison	 	 
	 	 	 	 	 
	 	 	Terry L. Morrison	 	 






[Signature page to Separation Agreement and Release]