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FORM OF CONFIDENTIALITY AND POST-EMPLOYMIENT ACTIVITIES
AGREEMENT
A. I, _______________,
the undersigned employee, have been hired/promoted
into the newly created position of
______________________________ of AmeriGas
Propane, Inc., a Pennsylvania corporation,
which is the general partner of
AmeriGas Partners, L.P. As such, I will be
responsible for ___________________
of AmeriGas Partners, L.P., and its
subsidiaries, partnerships and affiliates
(collectively "AmeriGas") throughout the
United States. During the course of my
employment, I understand that AmeriGas will
put me in a position of trust and
confidence by placing me in charge of
_____________________ throughout the
United States and by disclosing to me, as
well as having me develop Confidential
Information about its business and
B. I am also a member of
AmeriGas's Senior Management Team. As a member of
AmeriGas's Senior Management Team, I
routinely participate in important
strategic reporting and planning meetings
where highly Confidential Information
and plans are disclosed, discussed and
developed by the senior officers and
managers of AmeriGas.
C. Accordingly, in
consideration for my employment in this
__________________________ position and the
compensation and employee benefits
that I will receive for serving in such a
position, I agree to the terms of this
Confidentiality and Post-Employment
Activities Agreement as follows:
1.
Recitals.
The recitals contained in the lettered paragraphs above are
hereby
incorporated and made a part of this
Agreement.
2.
Definitions.
a. The
term "Confidential Information" includes, but is not
limited to, information, whether in
tangible form or otherwise, concerning
business and marketing plans; past, present
and prospective customer identities,
lists, credit information and gas usage
patterns; pricing and marketing
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policies and practices; financial
information; acquisition and strategic plans;
and other operating policies and
practices.
b. The
term "Territory" refers to each of the 50 states of the
United States and such U.S. territories and
foreign nations in which Americas
distributes propane or otherwise sells
goods or services during the one year
period preceding the termination of my
employment.
3.
Confidential Information and AmeriGas Property.
a. I will
protect the Confidential Information of AmeriGas and
its predecessors and affiliates from
disclosure and will not divulge it during
or after my employment to any other person
or entity not associated with
AmeriGas.
b. All
reports, manuals, memoranda, computer disks and tapes and
other materials made available to me by
AmeriGas during the performance of my
duties are the property of AmeriGas, and I
will use all such property
exclusively for AmeriGas's benefit and will
return it, including copies, to
AmeriGas at the termination of my
employment.
4.
Prohibited
Post-Employment Activities.
For a
period of two years after the termination of my employment with
AmeriGas for any reason:
a. I will
not directly or indirectly solicit or service the
business of any AmeriGas customer within my
Territory.
b. Except
as provided in paragraphs 4(c) and 4(d) below, I will
not directly or indirectly: (i) own or
operate; (ii) acquire an equity or
partnership interest or a controlling
interest of any other kind in; (iii)
accept employment from; or (iv) serve as a
director, officer, partner,
consultant, or advisor of or to, any
business that distributes propane in my
Territory or that sells goods or provides
services that compete with goods sold
or services provided by AmeriGas in my
Territory as of the date of the
termination of my employment without first
obtaining the written consent of the
President of
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AmeriGas Propane, Inc. Notwithstanding
anything to the contrary herein, in the
event that my employment is terminated by
AmeriGas based upon my failure to meet
the performance or financial objectives
established for my position and
AmeriGas, in its sole discretion,
determines that such failure on my part was
not deliberate, the term of enforcement for
this Noncompete Provision shall be
calculated in the following manner: for
every twenty (20) days of severance
payment that I receive, the term of
enforcement for this Noncompete Provision
shall equal one (1) calenda
