exv10w33



 





Exhibit 10.33




AGREEMENT AND RELEASE




     This Agreement and Release is made among Ferrell Companies, Inc. (“FCI”), Ferrellgas, Inc. of
Liberty, Missouri (“Ferrellgas”), and their affiliates, Ferrellgas Partners, L.P., and/or
Ferrellgas, L.P., (all of which will collectively be referred to as “Ferrell”) and Brian J. Kline
(“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 was employed by Ferrellgas. Employee’s regular employment ended on November 30, 2007
and began as an advisory role described in Section 3 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 will resign from his position as Vice President, Corporate Development
effective September 30, 2008, by submitting the attached letter of resignation, which is
attached as “Attachment A”, concurrently with the signing of this Agreement. Employee is
relieved of his duties as the Vice President, Corporate Development, effective November
30, 2007.
	 
	 	2.	 	Ferrellgas agrees to pay to Employee no later than October 15, 2008, five (5) months
of salary, which is the gross amount of One Hundred Two Thousand & Eighty-three Dollars
and Thirty-three Cents ($102,083.33), less all applicable deductions.
	 
	 	3.	 	Further, Ferrellgas agrees to retain Employee in an advisory role as a Vice
President, Corporate Development through the effective date of termination, September 30,
2008. Employee will be paid the gross sum of $4,711.54 per week thru September 30, 2008,
subject to withholdings and deductions, during that period. During this period,
Ferrellgas shall provide the employer share of any health, vision, dental, life, and AD&D
coverage in which Employee and his dependents were enrolled as of December 1, 2007 and
Employee’s cost for these benefits will be consistent with 2007 and 2008 rates. Employee
acknowledges that the end of this period constitutes a “qualifying event” for COBRA
purposes, to make clear Employee is entitled to and that COBRA is offered to Employee or
to any other “qualified beneficiary” at this time as a result the end of this period. He
will office from his home and all business communications by him shall be directed to Gene
Caresia, Vice President of Human Resources. Employee shall be reimbursed for authorized
and reasonable out-of-pocket expenses incurred on behalf of Ferrellgas. He shall not have
the authority, apparent or actual, to enter into agreements on behalf of Ferrell or to
otherwise bind the company, and he shall not hold himself out to be an officer of Ferrell.
He agrees that the confidentiality provisions of his Employee Agreement shall extend to
any confidential information (as defined in his Employment Agreement as attached to this
Agreement) obtained or developed during this period. He 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. He shall not have
access to company










 









 











Brian J. Kline

Page Two





	 	 	 	offices, telephone systems, computer or email systems or other Ferrell property unless
specifically authorized in writing by Ferrell. He agrees to be available to assist and
cooperate with Ferrell and to respond in a timely manner to reasonable inquiries from
Ferrell senior management.
	 
	 	4.	 	Ferrellgas also agrees to promptly reimburse Employee for five (5) months of COBRA
continuation premiums for Employee and his dependents, provided Employee enrolls in COBRA in
accordance with the prescribed enrollment procedures and due date for the continuance of
medical benefits. Employee must submit each month’s COBRA premium payment to Discovery
Benefits 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 Toni Scardino,
Benefits Manager, One Liberty Plaza, Liberty, MO 64068. Ferrellgas will reimburse Employee for
the monthly payment at a grossed up amount equal to the monthly premium, after Discovery
Benefits has received the premium and after Ms. Scardino or her successor has received a copy
of each payment check. If Employee fails to submit premium in a timely manner, Employee will
lose the COBRA coverage. The COBRA continuation period will begin October 1, 2008 and COBRA
information will be sent to Employee by Discovery Benefits.
	 
	 	5.	 	In exchange for the mutual promises made here, Employee agrees to forever RELEASE and
DISCHARGE Ferrell, 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 and/or any other
applicable federal, state, or local employment discrimination 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. This provision
does not release any rights or obligations under this Agreement or any rights or Employee’s
interest in the Ferrell Companies, Inc. 1998 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.
	 
	 	6.	 	Employee acknowledges that he has been employed by Ferrell in a senior management
capacity and has supervised employees conducting business throughout the United States.
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 and customers throughout the United States. 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 prior to
December 1, 2009 would result in the inevitable disclosure and/or use of such Confidential
Information to the detriment of










 









 











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	 	 	 	Ferrell. Therefore, in consideration of the financial benefits granted to Employee in this
Agreement, Employee agrees not to accept employment in the propane industry in whole or in
part within the United States prior to December 1, 2009.
	 
	 	7.	 	Employee promises to treat as confidential and to disclose to no person (other than a
legal or financial advisor or spouse, if any) the terms or conditions of this Agreement
and Release. Employee further 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.
	 
	 	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.
	 
	 	9.	 	Employee agrees that the Ferrellgas Option Grantee Agreements signed by him on
October 30, 1998, September 7, 2005, November 16, 2006 and October 22, 2007, copies of
which are attached to this Agreement and Release and incorporated herein by reference,
and/or any similar agreements, 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 obligations under them or under any
other contract which obligates Employee not to reveal the Confidential Information of
Ferrellgas. The parties agree that, not withstanding paragraph 5, the FCI Nonqualified
Stock Option Agreements entered into between the Employee and Ferrell Companies, Inc.,
dated August 19, 1998, July 31, 1999, August 15, 2005, September 15, 2006, and September
1, 2007, remain in full force and effect and are not terminated or released by this
document.
	 
	 	10.	 	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.










 









 











Brian J. Kline

Page Four




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/ Brian J. Kline
 	 
	 	Brian J. Kline 	 
	 	 	 
	 



	 	 	 	 	 
	 	12/4/2007 	 
	 	Date 	 
	 	 	 
	 	 	 
	 



FERRELLGAS, INC.;

FERRELL COMPANIES, INC.;

FERRELLGAS PARTNERS, L.P.

FERRELLGAS, L.P.

by FERRELLGAS, INC., a Delaware

   Corporation, their General Partner







			
	By	 	/s/ Gene Caresia
 
Gene Caresia
Vice President, Human Resources










			
	Date	 	12/4/2007