SEPARATION AGREEMENT AND RELEASE
--------------------------------
In consideration
of Inergy GP, LLC, a Delaware limited liability company
(the "Company") providing to me the
consideration described in this Separation
Agreement and Release (this
"Agreement"),
I, DEAN WATSON,
agree to the following:
Termination of Employment
-------------------------
1. I understand and acknowledge
that my employment with the Company will
terminate effective as of the end of the
business day on August 27, 2005.
Consideration; Vesting of Options
---------------------------------
2. I acknowledge that in
exchange for my commitments set forth in
paragraphs 4 through 12 of this Agreement,
the Company will pay me the gross sum
of $500,000, less appropriate payroll
deductions. Such sum will be paid to me on
September 15, 2005. I understand that the
amount payable under this paragraph is
in lieu of any bonuses or other amounts
that would otherwise be payable to me if
I were employed by the Company on September
30, 2005, including the performance
and subordination bonuses described in
Section 4 of the Employment Agreement,
dated August 30, 2002, between the Company
and me (the "Original Employment
Agreement").
a. I understand
and acknowledge that I am entitled to the above
consideration only as a result of my
execution of this Agreement and not
otherwise.
b. I understand
that no amounts will be made by the Company to me
under the Original Employment Agreement,
including those payments contemplated
by Sections 4 and 12 of the Original
Employment Agreement.
c. I understand
and acknowledge that all employee benefits paid to
me or on my
behalf will terminate as of the end of the
business day on August 27, 2005.
3. I understand that although I
will not be employed on August 28, 2005,
the Company will consider my Option (as
defined in the Unit Option Agreement,
dated August 28, 2002, between the Company
and me) to be 60% vested and that I
may exercise the Option in accordance with
the terms of Section 6(iv) of the
Unit Option Agreement (regardless of
whether Section 6(iv) would have been
available to me otherwise), but that all
other terms and conditions contained in
the Unit Option Agreement are otherwise in
full force and effect.
Release of All Claims
---------------------
4. I hereby release the Company
and all of its parents, subsidiaries,
joint ventures, affiliates (as such term in
defined in Rule 405 of the
Securities Act of 1933, as amended),
assigns and successors, and all of its
past, present and future officers,
directors, members, managers, agents,
employees, representatives, insurers and
attorneys (collectively, the "Released
Parties")
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from all claims, damages, lawsuits,
injuries, liabilities and causes of action
that I may have, whether known to me or
not.
Release of All Employment Law Claims
------------------------------------
5. I understand and agree that
I am releasing the Released Parties from
all claims, damages, lawsuits, injuries,
liabilities and causes of action that I
may have under any express or implied
contract (including the Original
Employment Agreement), or any city
ordinance or state, federal or common law
meant to protect workers in their
employment relationships (including, without
limitation, claims under Title VII of the
Civil Rights Act of 1964, as amended,
the Age Discrimination in Employment Act,
the Older Workers Benefit Protection
Act, the Missouri Human Rights Act, the
Americans with Disabilities Act, the
Equal Pay Act, 42 U.S.C. ss.ss. 1981, 1983
and 1985, 18 U.S.C. ss. 1514A, the
Family and Medical Leave Act, the Employee
Retirement Income Security Act, the
Fair Labor Standards Act, the Missouri
Service Letter statute, the Labor
Management Relations Act and workers'
compensation laws) and under which I may
have rights and claims, whether known to me
or not, arising, directly or
indirectly out of my employment by the
Company or any Released Party or the
termination of my employment with the
Company or any Released Party.
Release of Any Age Discrimination
Claims
----------------------------------------
6. I understand and agree that
I am releasing the Released Parties from
all claims, damages, lawsuits, injuries,
liabilities and causes of action that I
may have, under the Age Discrimination in
Employment Act, the Missouri Human
Rights Act, and any other federal, state or
local laws prohibiting age
discrimination in employment, whether known
to me or not, past or present,
suspected or unsuspected, arising, directly
or indirectly out of my employment
by the Company or any Released Party or the
termination of my employment with
the Company or any Released Party or any
statements or actions of any Released
Party.
Return of All Company Property
------------------------------
7. I agree to return, on or
before August 31, 2005, all property
(including, but not limited to, all keys,
tools, credit cards, computer
equipment and Company files and documents
and all copies thereof) of the Company
or any of its affiliates that is in my
possession or under my control.
Cooperation
-----------
8. I agree to cooperate with
the Company and its legal counsel in any
litigation or disputes in which the Company
or any Released Party is, or may
become, involved, including but not limited
to providing information I may have
concerning any such dispute and appearing
as a witness for the Company or any
Released Party.
Confidentiality
---------------
9. I acknowledge that during
the course of my employment with the Company
I had access to and knowledge of certain
information and data that the Company
or any of its affiliates considers
confidential and that the release of such
information or data to any unauthorized
person
2
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or entity would be extremely detrimental to
the Company. As a consequence, I
hereby agree and acknowledge that I owe a
continuing duty to the Company not to
disclose, and agree that, without the prior
written consent of the Company, I
will not communicate, publish or disclose,
to any person or entity anywhere or
use (for my own benefit or the benefit of
others) any Confidential Information
(as defined below) for any purpose. I will
not permit any Confidential
Information to be read, duplicated or
copied. On or before August 31, 2005, I
will return to the Company all originals
and copies of documents and other
materials, whether in printed or electronic
format or otherwise, containing or
derived from Confidential Information in my
possession or under my control and
will not retain any copies thereof. The
term "Confidential Information" means
any information or data used by or
belonging or relating to the Company or any
of its affiliates, or any party to whom the
Company owes a duty of
confidentiality that is not known generally
to the industry in which the Company
or any of its affiliates, or any party to
whom the Company owes a duty of
confidentiality, is or may be engaged,
including all trade secrets, proprie
