Exhibit 10.25
THIS TERMINATION AGREEMENT ("TERMINATION AGREEMENT"), made
this 30th day of June, 2002, by and between VALLEY NATIONAL GASES, INC., a West
Virginia corporation ("VALLEY") whose address is 00-00xx Xxxxxx, Xxxxxxxx, Xxxx
Xxxxxxxx 00000 and Xxxx X. Xxxxxxxx ("Xxxxxxxx") whose address is 0000 Xxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000-0000.
WHEREAS, Valley and Bushwack entered into that certain
non-qualified benefit plan Agreement ("CONTRACT") dated the 5th day of October,
1992; and
WHEREAS, Bushwack and Valley desire to terminate the Contract
and its non-qualified benefit plan pursuant to the terms of this Termination
Agreement, for and in consideration of the assignment and transfer by Valley to
Bushwack ownership of that certain General American Life Insurance Co. life
insurance policy, number 3,278,885 ("POLICY"), with the face value of an amount
of One Hundred Thousand Dollars ($100,000.00), owned by Valley, insuring the
life of Bushwack; which Policy has an aggregate cash value of Thirteen Thousand
Five Hundred Thirty Four Dollars and Ninety Nine Cents ($13,534.99) as of the
30th day of June, 2001, and was purchased by Valley to fund Valley's unsecured
general liability under the aforesaid non-qualified benefit arrangement.
WITNESSETH: That for and in consideration of the payments,
covenants and agreements hereinafter contained and otherwise in this Termination
Agreement, Valley and Bushwack agree as follows:
1. The recitations ("WHEREAS" clauses) and defined terms set forth
hereinabove are incorporated herein by reference and made part of this
Termination Agreement.
2. The Contract and the non-qualified benefit plan subject thereof is
hereby terminated.
3. As consideration for the Termination Agreement and the release and
discharge of liability and obligations of Valley under Paragraph 4, hereinafter,
Valley shall, as soon as possible after the date of this Termination Agreement,
assign and transfer ownership of the Policy to Bushwack.
4. For and in consideration of the transfer and assignment of the
ownership of the Policy to Bushwack as set forth in Paragraph 3, hereinabove,
Bushwack for himself, his heirs, beneficiaries, assigns or executors does hereby
release and forever discharge Valley of and from all obligations and liability
which Valley may have, if any, to Bushwack arising out of and relating to the
Contract and its non-qualified defined benefit retirement plan and arrangement;
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and in that regard, Bushwack for himself, his heirs, beneficiaries, assigns or
executors does hereby release and forever discharge Valley, its successors and
assigns, as well as any and all of their directors, officers, agents,
representatives and employees from any and all claims, suits, demands, causes of
action, contracts, covenants, obligations, debts, costs, expenses, attorneys'
fees, liabilities of whatever kind or nature, in law or equity, whether arising
by tort, contract, statute or otherwise, whether now known or unknown, vested or
contingent, liquidated or unliquidated, suspected or unsuspected, concealed or
hidden, which may exist, have existed or does exist under the Contract and its
non-qualified defined benefit retirement plan arrangement subject of the
Contract and this Termination Agreement.
5. Xxxxxxxx X. Xxxxxxxx, Death Benefit Recipient as provided for in
SCHEDULE B of the Contract, does hereby endorse, execute and deliver this
Termination Agreement to acknowledge and consent to the termination of the
Contract for and in consideration of the transfer and assignment of ownership of
the Policy to Bushwack as provided for herein.
6. Notwithstanding that the Policy may not have been formally assigned
and transferred in accordance with the provisions thereof and the rules and
regulations of the issuing company, all of Valley's ownership right, title and
interest in and to the Policy is vested in Bushwack as of his execution and
delivery of this Termination Agreement.
7. This instrument contains the entire agreement between the parties.
It may not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date and year first above written.
-------------------------- /s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
-------------------------- Executed this 27 day of June, 2002
Valley National Gases, Inc., a West
Virginia corporation
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ----------------------
By Xxxxxx X. Xxxxxxxx
Its CFO
Executed this 25th day of June, 2002
--------------------------
-------------------------- /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxxx X. Xxxxxxxx
Designated Death Benefit Recipient
-------------------------- Executed this 27 day of June, 2002
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