EXHIBIT 10.10(a)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------------
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is
made and entered into this 19th day of July, 2001 by and between Inergy
Partners, LLC, a Delaware limited liability company (the "Company"), and X.
Xxxxxx Xxxxxxx Xx., an individual (the "Employee").
WHEREAS, the parties entered into that certain Employment Agreement,
dated as of December 4, 2000 (the "Employment Agreement"); and
WHEREAS, the parties desire to amend the Employment Agreement as
provided herein;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, the parties agree as follows:
1. Additional Benefits. Section 4(b) of the Employment Agreement is
-------------------
hereby amended to read in its entirety as follows:
(b) It is expected that during fiscal year 2001, the Company will
have in place a key employee equity plan that the Employee will participate
in, such that, assuming (i) the value of the units (or other securities
pursuant to such key employee equity plan) grows at a fifteen percent (15%)
annual rate (compounded annually) from the date of their issuance, and (ii)
the Employee is employed by the Company continuously for a five (5)-year
period from the date of such issuance, the Employee would have equity value
(computed as the difference between the value of the units (or other
securities pursuant to the key employee equity plan) and the strike price)
under such key employee equity plan equal to Five Hundred Thousand Dollars
($500,000) on the fifth anniversary date of such issuance. The Employee
will vest in accordance with the provisions of such plan. In the event of
an initial public offering ("IPO") of partnership units of a master limited
partnership ("MLP") sponsored by the Company on or prior to August 31,
2001, the Employee's rights under this Section 4(b) shall automatically
------------
terminate and in lieu thereof Employee shall be granted options to acquire
27,750 common units of the MLP with an exercise price equal to the IPO
price per common unit, all as may be subject to the provisions of such
option agreement and/or plan of the MLP.
2. Entire Agreement. This Amendment and the Employment Agreement as
----------------
amended by this Amendment embody the entire agreement and understanding between
the parties hereto and supersede any and all prior agreements and understandings
between the parties hereto relating to the subject matter hereof.
3. Governing Law. This Amendment and all rights and obligations of
-------------
the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Missouri applicable to agreements made
and to be performed entirely within
the State, including all matters of enforcement, validity and performance;
provided, however, that to the extent any provision herein is deemed
unenforceable in the State of Missouri, then this Amendment shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
Delaware.
4. Counterparts. This Amendment may be executed in any number of
------------
counterparts, all of which taken together shall constitute one agreement, and
all of the parties hereto may execute this Amendment by signing any such
counterpart.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Employment Agreement as of the date set forth above.
INERGY PARTNERS, LLC
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx, President
/s/ X. Xxxxxx Xxxxxxx Xx.
-------------------------------
X. Xxxxxx Xxxxxxx Xx.
