Common use of Good Leaver Consequences Clause in Contracts

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under HOU:0024197/00043:1712675v2 terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen twelve (1812) months following the Termination Date; provided, however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein. (iv) If Employee’s employment is terminated during the period beginning three months prior to a Change in Control and ending twelve months after a Change in Control, then the severance amount payable under Section 3.3(b)(i) above shall be increased by changing the reference to “two (2) times” to instead read “three (3) times”.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen twelve (1812) months following the Termination Date; provided, HOU:0024197/00043:1712692v2 however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) HOU:0024197/00043:1712672v1 year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. Employee acknowledges that the Severance Benefits shall supersede and replace any and all benefits, including the Cash Severance Amount and the Continuation Benefit (each as defined in the Inergy Severance Plan) otherwise payable under the Inergy Severance Plan, and that Employee shall have no rights to any such benefits under (i) the Inergy Severance Plan, or (ii) any other severance plan, policy or arrangement maintained by the Employer or any of its affiliates. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement Agreement, the Inergy Severance Plan or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate.. HOU:0024197/00043:1712672v1 (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, HOU:0024197/00043:1712670v2 however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two three (23) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. Employee acknowledges that the Severance Benefits shall supersede and replace any and all benefits, including the Cash Severance Amount and the Continuation Benefit (each as defined in the Inergy Severance Plan) otherwise payable under the Inergy Severance Plan, and that Employee shall have no rights to any such benefits under (i) the Inergy Severance Plan, or (ii) any other severance plan, policy or arrangement maintained by the Employer or any of its affiliates. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement Agreement, the Inergy Severance Plan or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer received an annual Bonus for 2015 (payable in first quarter 2016) as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 pursuant to Section 2.1; and in the event Employee has only worked one full received an annual bonus year as the Chief Financial Officer for 2015 but not yet received an annual bonus for 2016 (payable in first quarter 2017) as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year 2015 and Employee’s target Bonus amount for 2015 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, HOU:0024197/00043:1712695v2 however that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.

Good Leaver Consequences. (i) A severance payment equal to two (2) times the sum of (A) the Base Salary calculated as of the Termination Date or, if greater, before any reduction not consented to by the Employee and (B) the average of the annual Bonus paid to Employee for the prior two (2) year period. In the event Employee has not worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1; and in the event Employee has only worked one full bonus year as the Chief Financial Officer as of the Termination Date, the amount for purposes of Section 3.3(b)(i)(B) shall be shall be the average of the annual Bonus paid to Employee for the prior year and Employee’s target Bonus amount for 2015 2014 pursuant to Section 2.1. The severance payment shall be paid in equal installments in accordance with the Employer’s normal payroll procedures over the period commencing on the Termination Date and ending on the date that is eighteen (18) months following the Termination Date; provided, however however, that any portion of such severance payment which is not classified as “non-qualified deferred compensation” under Section 409A of the Code shall be paid no later than the 65th day following the Termination Date in a single lump sum payment; and provided, further that in the event that (1) Employee serves a Severance Waiver Notice in accordance with Section 4.1, or (2) Employee violates any of the covenants set forth in this Agreement or in any separation agreement, general release, or similar agreement with Employer, Employee shall thereafter forfeit the right to HOU:0024197/00000:1771700V3 receive any further severance payment installments payable hereunder. During the period that Employee is entitled to receive severance payments pursuant to this Section 3.3(b), the Employer shall also provide medical benefits to Employee under terms and conditions that are not less favorable than provided to executive officers of the Employer; provided, however, that (X) Employee must elect to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); (Y) Employee will be required to pay the amount that an active employee of the Employer would pay to receive such coverage and the Employer will be responsible for the employer portion of the insurance premium payments (which amount will be treated as imputed income to the Employee); and (Z) the Employer’s obligation to pay a portion of the Employee’s COBRA premiums shall cease on the first day of the month after Employee obtains reasonably comparable health care coverage from a subsequent employer or other source. Employee acknowledges that the Severance Benefits shall supersede and replace any and all benefits, including the Cash Severance Amount and the Continuation Benefit (each as defined in the Inergy Severance Plan) otherwise payable under the Inergy Severance Plan, and that Employee shall have no rights to any such benefits under (i) the Inergy Severance Plan, or (ii) any other severance plan, policy or arrangement maintained by the Employer or any of its affiliates. (ii) Except as set forth in this Section 3.3(b) and as provided in Section 2.2, from and after the Termination Date, (A) Employee forfeits Employee’s rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement Agreement, the Inergy Severance Plan or otherwise, including without limitation any Bonus payments (excluding Employee’s Bonus payment for the calendar year of termination, pro-rated for the portion of the calendar year of termination during which Employee was employed by Employer, such pro-rated Bonus to be payable on the date that such bonuses are otherwise paid by the Employer to its employees), and (B) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits shall fully and forever cease and terminate. (iii) If Employee’s employment is terminated by reason of Employee’s death, Employee’s estate will be entitled to payment of all amounts due under Section 3.3(b). If Employee’s employment is terminated because of Employee’s Permanent Disability, Employee’s legal guardian will be entitled to payment of the amounts due under Section 3.3(b) in accordance with the terms and conditions set forth therein.