Exhibit 10.1

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of March 11, 2019, by and among Tallgrass Energy, LP (formerly known as Tallgrass Energy GP, LP), a limited partnership (the “ Company ”), and each of the parties listed on Annex  A (each, a “ Holder ” and together, the “ Holders ”) (each a “ Party ” and collectively, the “ Parties ”).

W I T N E S S E T H:

WHEREAS , the Company and certain of its previous shareholders (the “ Initial Holders ”) are party to that certain Registration Rights Agreement, dated as of May 12, 2015 (the “ Existing Agreement ”), pursuant to which the Initial Holders requested, and the Company agreed to provide, in consideration of the transactions contemplated by the Company’s Registration Statement on Form S-1, (File No. 333-202258) initially filed with the Commission (as hereinafter defined) on February 24, 2015 and declared effective by the Commission under the Securities Act (as hereinafter defined) on May 6, 2015 (the “ Effective Date ”), registration rights with respect to the Registrable Securities (as hereinafter defined), as set forth in the Existing Agreement;

WHEREAS , pursuant to the terms of, and in connection with the consummation of the transactions contemplated by, the Purchase Agreement dated as of January 30, 2019 by and among the Sellers named therein, as sellers, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Non-ECI Acquiror LP and Prairie GP Acquiror LLC, as acquirors, and the Seller Representatives named therein, the Initial Holders transferred all of their respective rights under all of the outstanding Registrable Securities (as hereinafter defined) to the parties listed on Annex A as of the date hereof, and the Company desires to amend and restate the Existing Agreement as set forth herein;

WHEREAS , pursuant to Section 11 of the Existing Agreement, the Existing Agreement may be amended only with the written consent of the Company and the Holders of at least a majority of the Registrable Securities; and

WHEREAS , such written consent of the Company and the Holders are obtained by virtue of the Company and the Holders executing this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual covenants of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend and restate the Existing Agreement in its entirety and agree as follows:

Section 1. Definitions

Unless otherwise defined herein, as used in this Agreement, the following terms have the following meanings:

“ Affiliate ” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such person. For the purposes of this

definition, the terms “controlling”, “controlled by”, or “under common control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“ Blackout Period ” means any of the following:

(a) in the event that at any time Company management determines in good faith that the registration or offering of Registrable Securities at that time would be reasonably likely to cause or require disclosure (i) that the Company is pursuing a significant acquisition and that the disclosure of the pursuit of such transaction would be reasonably likely to jeopardize such transaction or (ii) of material, non-public information, the disclosure of which would be harmful to the Company and with respect to which the Company otherwise has a bona fide business purpose for preserving as confidential, a period of up to 30 calendar days following such determination;

(b) if the Company has notified the Holders pursuant to Section  6 that it is updating any Registration Statement or Prospectus in accordance with the terms of this Agreement, a reasonable period of time, not to exceed ten calendar days, for the Company to complete such update;

(c) any regular quarterly “black-out” period during which all directors and executive officers of the Company are not permitted to trade under the insider trading policy of the Company then in effect; and

(d) in the event the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least one hundred million dollars ($100,000,000) (other than in connection with any at-the-market offering or similar continuous offering program), a period of 15 calendar days (or such longer period that the Company is subject to pursuant to any lock-up agreement between the Company and the underwriters of such securities offering) as specified in a written notice delivered by the Company to the applicable Holders pursuant to Section  2 or Section  3 ; provided , however , that the Company shall not be entitled to provide such a notice more than once in any three month period.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in Leawood, Kansas or New York, New York.

“ Class  A Shares ” means Class A Shares of the Company.

“ Class  B Shares ” means Class B Shares of the Company.

“ Co-Investor Permitted Transferee ” has the meaning set forth in Section 10.

“ Commission ” means the Securities and Exchange Commission.

“ Company LPA ” means the Second Amended and Restated Agreement of Limited Partnership of the Company, dated as of July 1, 2018, as such may be further amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

 

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“ Demanding Holder ” means Prairie ECI, Prairie Non-ECI, Prairie VCOC and any Co-Investor Permitted Transferee.

“ Encumbrance ” means any security interest, pledge, mortgage, lien, charge, encumbrance, adverse claim, any defect or imperfection in title, preferential arrangement or restriction, right to purchase, right of first refusal or other burden or encumbrance of any kind, other than Transfer restrictions imposed on the Company’s Class B Shares and Tallgrass Equity Units pursuant to the Tallgrass Equity LLC Agreement or the Company LPA.

“ Equityholders Agreement ” means that certain Equityholders Agreement, dated as of March 11, 2019, by and among Jasmine Ventures Pte. Ltd., a Singapore private limited company, BIP Aggregator Q L.P., a Delaware limited partnership, Blackstone Infrastructure Partners – V L.P., a Delaware limited partnership, Blackstone Infrastructure Associates L.P., a Delaware limited partnership, Enagas Holding USA, S.L.U, a Spanish limited liability company, Enagas U.S.A. LLC, a Delaware limited liability company, BIP Holdings Manager L.L.C., a Delaware limited liability company, BIP Prairie E L.P., a Delaware limited partnership, BIP Prairie E Manager L.L.C., a Delaware limited liability company, Prairie Non-ECI Aggregator LP, a Delaware limited partnership, Prairie Non-ECI Acquiror Holdco LP, a Delaware limited partnership, Prairie Non-ECI, Prairie ECI Aggregator LP, a Delaware limited partnership, Prairie ECI Acquiror Holdco LP, a Delaware limited partnership, Prairie ECI, Prairie VCOC Aggregator LP, a Delaware limited partnership, Prairie VCOC Acquiror Holdco LP, a Delaware limited partnership, Prairie VCOC, Prairie Secondary Acquiror LP, a Delaware limited partnership, and Prairie GP Acquiror LLC, a Delaware limited liability company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Governmental Authority ” means any United States, foreign, supra-national, federal, state, provincial, local or self-regulatory governmental, regulatory or administrative authority, agency, division, body, organization or commission or any judicial or arbitral body.

“ Holder ” means any Party owning Registrable Securities, and any other Person to which such Registrable Securities are Transferred in accordance with this Agreement and the Tallgrass Equity LLC Agreement.

“ Initial Holder ” has the meaning set forth in the introduction.

“ Offering Request ” has the meaning set forth in Section  3(a) .

“ Party ” has the meaning set forth in the preamble.

“ Person ” means any individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated organization or other legal entity of any kind.

“ Prairie ECI ” means Prairie ECI Acquiror LP, a Delaware limited partnership.

“ Prairie Non-ECI ” means Prairie Non-ECI Acquiror LP, a Delaware limited partnership.

“ Prairie VCOC ” means Prairie VCOC Acquiror LP, a Delaware limited partnership.

“ Prospectus ” has the meaning set forth in Section  6(a) .

“ Registering Holder ” means any Holder of Registrable Securities giving the Company a written notice pursuant to Section  2 requesting that its Registrable Securities be included in a Shelf Registration Statement or pursuant to Section  3 or Section  4 hereof requesting that its Registrable Securities be included in an Offering Request or any offering initiated by the Company.

“ Registrable Securities ” means any Class A Shares, including those issuable upon exchange of Tallgrass Equity Units and Class B Shares, even if any such exchange shall not have yet occurred. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) they are sold pursuant to an effective Registration Statement under the Securities Act, (b) they are sold pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144, (c) they shall have ceased to be outstanding or (d) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities.

 

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“ Registration Expenses ” means, except for Selling Expenses (as hereinafter defined), all expenses incurred by the Company in effecting any registration or offering pursuant to this Agreement, including all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any audits incident to or required by any such registration and the reasonable fees and disbursements of one counsel for the Registering Holders participating in the registration (which shall be chosen by the participating Registering Holder that then holds the most Registrable Securities) incurred in connection with any registration and any offering of Class A Shares relating to such registration.

“ Registration Request ” has the meaning set forth in Section  3(a) .

“ Registration Statement ” has the meaning set forth in Section  6(a) .

“ Rule 144 ” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Expenses ” means all underwriting discounts and selling commissions applicable to the securities sold in a transaction or transactions registered on behalf of the Holders.

“ Shelf Notice ” has the meaning set forth in Section  2(b) .

“ Shelf Registration Statement ” has the meaning set forth in Section  2(a) .

“ Tallgrass Equity ” means Tallgrass Equity, LLC, a Delaware limited liability company.

“ Tallgrass Equity LLC Agreement ” means the Second Amended and Restated Limited Liability Company Agreement of Tallgrass Equity, dated as of May 12, 2015, as such may be further amended, modified, supplemented or restated from time to time in accordance with the terms thereof.

“ Tallgrass Equity Units ” means units representing membership interests in Tallgrass Equity.

“ Transfer ” means to give, sell, exchange, assign, transfer, pledge, mortgage, hypothecate, bequeath, devise or otherwise dispose of or subject to any Encumbrance, voluntarily or involuntarily, by operation of law or otherwise, and whether of record, beneficially, by participation or otherwise.

“ Underwriting Request ” has the meaning set forth in Section  3(a) .

“ Violation ” has the meaning set forth in Section  8(a) .

 

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“ WKSI ” has the meaning set forth in Section  2(a) .

Section 2. Shelf Registration Statement

(a) Subject to Section  2(d) , and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“ Form S-3 ”) to the Company, as soon as reasonably practicable after it is initially eligible to do so, the Company shall file, and use its reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by the Holders in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3 (the “ Shelf Registration Statement ”). Even if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “ WKSI ”), the Company shall not be required to file the Shelf Registration Statement on an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto, to the extent that the Company would be an ineligible issuer (as defined in Rule 405 under the Securities Act) with respect to a broad plan of distribution (inclusive of distributions not involving a firm commitment underwriting) customarily included in a shelf registration statement.

(b) At least ten Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “ Shelf Notice ”) thereof to each Holder. Each Holder will have the right to include its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within five Business Days after the Shelf Notice is received by any such Holder.

(c) Subject to Section  2(d) , the Company shall use reasonable best efforts to keep the Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities.

(d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Registering Holders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the Blackout Period), to require such Registering Holders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Registering Holder, the Company shall immediately notify all such Registering Holders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

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Section 3. Demand Registration Rights

(a) General . Subject to any pending lock-up arrangement in accordance with Section  13 , if the Company shall receive from any Demanding Holder a written request (an “ Offering Request ”) (i) that the Company file a registration statement with respect to any of such Demanding Holder’s Registrable Securities (a “ Registration Request ”) or (ii) in the event that a Shelf Registration Statement covering such Demanding Holders’ Registrable Securities is already effective, that the Company engage in an underwritten offering (an “ Underwriting Request ”) in respect of such Demanding Holder’s Registrable Securities, then the Company shall, within three Business Days of the receipt thereof, give written notice of such request to all Holders, and the Company and the Holders shall comply with the notice and participation procedures set forth in Section  4 . Subject to the other terms of this Section  3 , the Company shall use its reasonable best efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of the resale of all Registrable Securities that the Holders request to be registered in any Registration Request and/or the underwritten offering of all Registrable Securities that the Holders request to be offered pursuant to any Underwriting Request. With respect to any Registration Request, the Company shall use reasonable best efforts to cause any related Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep such Registration Statement effective until participating Holder or Holders have completed the distribution described in such Registration Statement. The Demanding Holder may request that the Company register the resale or effect an offering of such Registrable Securities on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3). The Company’s obligations pursuant to this Section  3(a) shall be subject to the following limitations and conditions:

(iii) the Company shall not be required to comply with any Offering Request that is received within 90 calendar days after the closing of any underwritten offering effected by one or more Holders or the Company;

(iv) the Company shall not be required to comply with any Offering Request where the anticipated aggregate offering price of all Registrable Securities requested to be registered or offered by the Demanding Holder (together with any related requests of other Demanding Holders) is equal to or less than one hundred million dollars ($100,000,000), unless the Demanding Holder’s remaining Registrable Securities have a value less than such one hundred million dollar ($100,000,000) limit, in which case such Demanding Holder may make a single and final request with respect to its remaining Registrable Securities; or

(v) the Company shall not be required to comply with any Offering Request, and may suspend its obligations under this Section  3 , as applicable, for the duration of any applicable Blackout Period, following its delivery of written notice thereof to the Holders;

(vi) the Company shall not be required to comply with any Registration Request at any time that the Shelf Registration Statement is effective;

 

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(vii) the Company shall be entitled to postpone any Offering Request if, in the Company’s good faith judgment, it is not feasible for the Company to proceed with the Offering Request because audited or pro forma financial statements that are required by the Securities Act to be included in any related registration statement or prospectus are then unavailable, until such time as such financial statements are completed or obtained by the Company; provided, that the Company shall use its reasonable best efforts to complete or obtain such financial statements as promptly as reasonably practicable; and

(viii) the Company shall not be required to comply with any Registration Request to file a Form S-1 unless (A) such Registration Request is jointly made by Prairie ECI, Prairie Non-ECI and Prairie VCOC, or (B) such Registration Request is made by any Co-Investor Permitted Transferee.

(b) Demand Procedures.

(i) Any Offering Request shall specify: (A) the approximate aggregate number of Registrable Securities requested to be registered or offered for sale in such Offering Request, (B) the intended method of disposition in connection with such Offering Request, to the extent then known and (C) the identity of the Demanding Holder or Demanding Holders.

(ii) In connection with any Offering Request, subject to required approval of the board of the general partner of the Company, the Demanding Holder(s) and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In addition, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Section  3 , if the managing underwriter(s) advise the Demanding Holder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten in a Holder-initiated registration or offering, the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows:

(A) first, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering;

(B) second, to the Company; and

(C) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering.

 

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Section 4. Piggyback Registrations and Participation Rights

(a) General . If, at any time or from time to time after the date hereof, the Company proposes to register the sale of any of its securities or conduct an offering of registered securities for its own account or for the account of any third Person (including any Demanding Holder(s) or other Holders pursuant to this Agreement) on a form which would permit the registration or offering of Registrable Securities, except as otherwise provided herein, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration or offering, all the Registrable Securities specified in a written request or requests, made within seven calendar days after delivery of such written notice from the Company, by any Holders (except that (A) if the managing underwriter(s) or the Person initiating the registration or offering determine that marketing factors require a shorter time period and so inform each Holder in the applicable written notice, such written request or requests must be made within three calendar days and (B) in the case of an “overnight” offering or a “bought deal,” such written request or requests must be made within one Business Day), except as set forth in Section  3(b) or Section  4(b) ; provided , however , that the Company may withdraw any registration or offering initiated by the Company at any time before any related registration statement becomes effective, or postpone or terminate any offering of securities under such registration statement initiated by the Company, without obligation or liability to any Holder. The absence of any requirement to provide such notice shall have no effect on the rights of any Holder to participate in any offering following such registration in accordance with the terms of this Agreement. Additionally, the Company shall not have to provide notice of any registration of securities proposed by the Company to any Holder to the extent such Holder does not hold a sufficient number of Registrable Securities to meet the minimum participation level set forth in Section  4(c) of this Agreement.

(b) Underwriting . The piggyback and participation rights of any Holder pursuant to Section  3 or this Section  4 shall be conditioned upon such Holder’s acceptance of the terms of, and participation in, the underwriting arrangements as agreed to by the Company and the managing underwriter(s). All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting; provided , however , notwithstanding any other provisions in this Agreement, each Holder, in its capacity as a Holder, shall not be required by any underwriting agreement (or other agreement in connection with such offering) (i) to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder’s Registrable Securities and such Holder’s intended method or methods of disposition and any other representation required by law or (ii) to furnish any indemnity to any Person which is broader than the indemnity furnished by such Holder pursuant to Section  8(b) . In the event of any registration or offering initiated by the Company, the Company shall select the underwriters to participate in such registration or offering in its sole discretion. Notwithstanding any other provision of this Section  4 , if the managing underwriter(s) determine that marketing factors require a limitation of the number of shares to be underwritten in a Company-initiated registration or offering, the Company shall so advise all Holders whose securities would otherwise be registered or offered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration or underwritten offering shall be so limited and, except as otherwise provided herein, shall be allocated as follows:

 

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(iii) first, to the Company;

(iv) second, if there remains additional availability for additional Registrable Securities to be included in such registration or underwritten offering, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; and

(v) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering.

If any Holder disapproves of the terms of any underwriting related to any underwritten offering effected pursuant to Section  3 or this Section  4 , the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s). If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter(s)), then the Company shall offer to all Holders who have included Registrable Securities in the registration or underwritten offering the right to include additional shares of Registrable Securities in the same proportion used in determining the participation limitation in Section  3(b) or this Section  4(b) .

(c) Minimum Participation Level . To the extent a Holder has Registrable Securities included in an effective Shelf Registration Statement, such Holder may not exercise its piggyback or participation rights pursuant to this Section  4 unless such Holder requests the inclusion of Registrable Securities in the applicable registration or underwritten offering with a gross anticipated offering price that is equal to or greater than ten million dollars ($10,000,000), unless the Holder’s remaining Registrable Securities have a value less than such ten million dollar ($10,000,000) limit, in which case such Holder may make a single and final request with respect to its remaining Registrable Securities.

Section 5. Registration Expenses

The Company will cause all Registration Expenses incurred in connection with any registration, filing, qualification or compliance pursuant to Sections  2 , 3 and 4 to be borne by Tallgrass Equity, regardless of whether any Registration Statement becomes effective. All Selling Expenses relating to the sale of securities registered by the Holders shall be borne by the Holders of such securities pro rata on the basis of the number of shares so sold.

Section 6. Further Obligations

(a) In connection with any registration of the sale of shares of Registrable Securities under the Securities Act pursuant to this Agreement, the Company will consult with each Holder whose Registrable Securities are to be included in any such registration concerning the form of

 

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underwriting agreement (and shall provide to each such Holder the form of underwriting agreement prior to the Company’s execution thereof) and shall provide to each such Holder and its representatives such other documents (including correspondence with the Commission with respect to the registration statement and the related securities offering) as such Holder shall reasonably request in connection with its participation in such registration. The Company will furnish each Registering Holder whose Registrable Securities are registered thereunder and each underwriter, if any, with a copy of the registration statement and all amendments thereto and will supply each such Registering Holder and each underwriter, if any, with copies of any prospectus forming a part of such registration statement (including a preliminary prospectus and all amendments and supplements thereto, the “ Prospectus ”), in such quantities as may be reasonably requested for the purposes of the proposed sale or distribution covered by such registration. In the event that the Company prepares and files with the Commission a registration statement on any appropriate form under the Securities Act (a “ Registration Statement ”) providing for the sale of Registrable Securities held by any Registering Holder pursuant to its obligations under this Agreement, the Company will:

(i) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of distribution by the participating Holder or Holders thereof set forth in such Registration Statement or supplement to such Prospectus;

(ii) promptly notify the Registering Holders and the managing underwriter(s), if any, (A) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission or any state securities commission for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (C) of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (E) of the existence of any fact which results in a Registration Statement, a Prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(iii) use reasonable best efforts to promptly obtain the withdrawal of any order suspending the effectiveness of a Registration Statement;

(iv) if requested by a Registering Holder or the managing underwriter(s), promptly incorporate in a Prospectus supplement or post-effective amendment such

 

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information as the Registering Holders holding a majority of the Registrable Securities being sold by Registering Holders or the managing underwriter(s) agree should be included therein relating to the sale of such Registrable Securities, including without limitation information with respect to the amount of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(v) furnish to such Registering Holder and each managing underwriter at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); provided , however , that any such document made available by the Company through EDGAR shall be deemed so furnished;

(vi) deliver to such Registering Holders and the underwriters, if any, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons may reasonably request;

(vii) prior to any public offering of Registrable Securities, register or qualify or cooperate with the Registering Holders, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as any Registering Holder or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided , however , that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so required to be qualified or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;

(viii) cooperate with the Registering Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to such Registration Statement and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least one Business Day prior to any sale of Registrable Securities to the underwriters;

(ix) if any fact described in subparagraph  (a)(ii)(E) above exists, promptly prepare and file with the Commission a supplement or post-effective amendment to the applicable Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

 

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(x) cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(xi) provide a CUSIP number for all Registrable Securities included in such Registration Statement, not later than the effective date of the applicable Registration Statement;

(xii) enter into such agreements (including an underwriting agreement in form reasonably satisfactory to the Company) and take all such other reasonable actions in connection therewith to expedite or facilitate the disposition of such Registrable Securities, including, in the case of underwritten offerings, (A) customary participation of management; provided that senior management of the Company shall not be required to dedicate an unreasonably burdensome amount of time in connection with roadshow and related marketing activities for any underwritten offering, (B) using reasonable efforts to cause its counsel to issue opinions of counsel in form, substance and scope as are customary in underwritten offerings, including a standard “10b-5” opinion for such offering, addressed and delivered to the underwriter(s), (C) if requested, using reasonable efforts to cause to be delivered, immediately prior to the pricing of any underwritten offering, immediately prior to effectiveness of each Registration Statement (and, in the case of an underwritten offering, at the time of closing of the sale of Registrable Securities pursuant thereto), letters from the Company’s independent registered public accountants addressed to each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the Commission thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent registered public accountants delivered in connection with underwritten public offerings and (D) delivering a standard officer’s certificate from the chief executive officer or chief financial officer, or other senior officers serving such functions, of the general partner of the Company addressed to each underwriter, if any;

(xiii) make available for inspection by a representative of the Registering Holders whose Registrable Securities are being sold pursuant to such Registration Statement, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Registering Holders or underwriter, all financial and other records and any pertinent corporate documents and properties of the Company reasonably requested by such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided , however , that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such Persons or entities unless disclosure of such records, information or documents is required by law, legal process or regulatory requirements; provided , further , that a Registering Holder will be responsible for all breaches or releases of this confidential information made by any representative, underwriter, attorney or accountant to which the Registering Holder provides such records, information or documents; provided , further , that information shall not be deemed confidential information for purposes of this Section  6(a)(xiii) , if such information (A) is already known to such Party (or its representatives), having been disclosed to such Party (or its

 

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representatives) by a third Person without such third Person having an obligation of confidentiality to the Company, (B) is or becomes publicly known through no wrongful act of such Party (or its representatives), or (C) is independently developed by such Party (or its representatives) without reference to any confidential information disclosed to such Party under this Agreement; and

(xiv) in the event any Holder could reasonably be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) in connection with such Registration Statement and any amendment or supplement thereof, reasonably cooperate with such Holder in allowing such Holder to conduct customary “underwriter’s due diligence” with respect to the Company and satisfy its obligations in respect thereof. In addition, at any Holder’s request, the Company will use reasonable best efforts to furnish to such Holder, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as such Holder may reasonably request, (A) subject to such Holder’s delivery of any letter required by the Company’s independent certified public accountants, a “cold comfort” letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to such Holder, (B) an opinion, dated as of such date, of counsel representing the Company, in form, scope and substance as is customarily given in an underwritten public offering, including a standard “10b-5” opinion for such offering, addressed to such Registering Holder and (C) a standard officer’s certificate from the chief executive officer or chief financial officer, or other senior officers serving such functions, of the general partner of the Company addressed to the Holder.

(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of an event of the kind described in Section  6(a)(ii)(B) through Section  6(a)(ii)(E) , such Holder will immediately discontinue disposition of shares of Registrable Securities pursuant to a Shelf Registration Statement until such stop order is vacated or such Holder receives a copy of the supplemented or amended Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such shares of Registrable Securities at the time of receipt of such notice.

Section 7. Further Information Furnished by Holders

It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections  2 through 6 that the Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of distribution of such securities as shall be required to effect the registration or offer and sale of their Registrable Securities and in each case such information shall be provided at least thirty-six hours prior to any required filing deadline. The Company and the Holders of the Registrable Securities, in their capacities as Holders, hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions between such Holder and its Affiliates, on the one hand,

 

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and the Company, on the other hand, (b) the beneficial ownership of Class A Shares or Class B Shares held by such Holder and its Affiliates and (c) the name and address of such Holder. If any additional information about such Holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section  8(b) .

Section 8. Indemnification

In the event any Registrable Securities are included in a registration statement under Sections  2 , 3 or 4 :

(a) To the fullest extent permitted by law, the Company will indemnify and hold harmless each Holder and underwriter (as defined in the Securities Act) and each of the officers, directors, partners and agents of each such Holder and underwriter, and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”): any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or any violation or alleged violation by the Company or any officer, director, employee, advisor or affiliate thereof of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse each such Holder, officer, director, partner or agent, underwriter or controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however , that the indemnity agreement contained in this Section  8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned, delayed or denied), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration or offering by or on behalf of any such Holder or underwriter. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or underwriter or any officer, director or controlling Person of such Holder or underwriter and shall survive the transfer of securities.

(b) To the fullest extent permitted by law, each Holder severally, and not jointly, will, if shares of Registrable Securities held by such Person are included in the securities as to which such registration or offering is being effected, indemnify and hold harmless the Company, each of its directors and officers, each legal counsel and independent accountant of the Company, each Person, if any, who controls the Company within the meaning of the Securities Act, each underwriter (within the meaning of the Securities Act) of the Company’s securities covered by

 

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such registration or offering, any Person who controls such underwriter, and any other Holder selling securities in such registration and each of its directors, officers, partners or agents or any Person who controls such Holder, against any losses, claims, damages, or liabilities (joint or several) to which the Company or any such underwriter, other Holder, director, officer, partner or agent or controlling Person may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration or offering, and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such underwriter, other Holder, officer, director, partner or agent or controlling Person in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however, that the indemnity agreement contained in this Section  8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld, conditioned, delayed or denied); and provided , that in no event shall any indemnity under this Section  8(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section  8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section  8 , notify the indemnifying party in writing of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if the indemnified party shall have been advised by counsel that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure of any indemnified party to notify an indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of liability to the indemnified party under this Section  8 only to the extent that such failure to give notice shall materially prejudice the indemnifying party in the defense of any such claim or any such litigation, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than under this Section  8 .

(d) If the indemnification provided for in this Section  8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law

 

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by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder. No party shall be liable for contribution under this Section  8 except to the extent and under such circumstances as such party would have been liable for indemnification under this Section  8 if such indemnification were enforceable under applicable law.

(e) The obligations of the Company and the Holders under this Section  8 shall survive completion of any offering of Registrable Securities pursuant to any Registration Statement.

(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any registration or offering provided for under Section  2 , Section  3 or Section  4 are in conflict with the foregoing provisions of this Section  8 , the provisions in such underwriting agreement shall control.

Section 9. Rule 144 Reporting

The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder following an exchange of Tallgrass Equity Units and Class B Shares for Class A Shares to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Section 10. Assignment of Rights

The provisions hereof will inure to the benefit of and be binding upon the successors and assigns of each of the Parties, except as otherwise provided herein. Any Holder may Transfer all or a portion of its Registrable Securities to another Holder (to the extent such Transfer is otherwise permissible under this Agreement) in connection with an assignment of its rights hereunder with respect thereto. In the event of any Transfer by any Holder of all or a portion of its Registrable Securities to any third party other than a Holder, all rights under this Agreement with respect to the Registrable Securities so Transferred shall cease and terminate; provided , however , that the registration rights granted hereby may be transferred to any Person to whom a Holder transfers Registrable Securities pursuant to (i) a Transfer to a Permitted Transferee in accordance with the terms of the Tallgrass Equity LLC Agreement, or (ii) a Transfer to any direct or indirect equityholder, as contemplated by the Equityholders Agreement (such transferee, a “ Co-Investor Permitted Transferee ”); provided , further , that any such transferee shall not be entitled to rights pursuant to Sections  2 , 3 or 4 hereof unless such transferee of registration rights hereunder agrees to be bound by the terms and conditions hereof and executes and delivers to the Company an acknowledgment and agreement to such effect; and provided , further that a Demanding Holder’s right to make a single and final request with respect to its remaining Registrable Securities may not be assigned to any transferee unless the transferee acquires Registrable Securities having a fair market value at the time of transfer of the last prior transfer of Registrable Securities, of at least fifty million dollars ($50,000,000). Any Holder transferring Registrable Securities shall provide notice of any such transfer to the Company, including the identity and notice information for the transferee.

 

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Section 11. Amendment of Registration Rights

Except as otherwise provided in this Agreement, any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holders of at least a majority of the Registrable Securities.

Annex  A hereto may be amended or supplemented from time to time by the Company to reflect any Transfers that result in Registrable Securities no longer qualifying as Registrable Securities or Transfers involving an assignment of Registrable Securities effected in accordance with Section  10 , and any such amendment or supplement shall not be considered an amendment of this Agreement. Upon the reasonable request of the Company from time to time, each Holder hereby agrees to provide a certification to the Company as to the number of Registrable Securities held by such Holder.

Section 12. Limitations on Subsequent Registration Rights

From and after the date of this Agreement and so long as the original Parties to this Agreement continue to own at least ten percent (10%) of the Registrable Securities initially subject to this Agreement, the Company shall not, without approval of the Holders of at least a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any registration filed or offering effected pursuant to Section  3 or Section  4 hereof, unless such rights are subordinate to those of the Holders of Registrable Securities.

Section 13. Transfer Restrictions; “ Market Stand-off ” Agreement

In connection with any underwritten offering pursuant to this Agreement, each Holder hereby agrees, subject to and following its receipt of notice from the Company, that it (i) will not, to the extent requested by the Company and any underwriter, sell or otherwise transfer or dispose of any Registrable Securities, except securities included in such offering or certain Transfers of securities to Permitted Transferees pursuant to the Tallgrass Equity LLC Agreement, during the 45 calendar days (or such other time period as the underwriters may reasonably request) beginning on the date of a prospectus or prospectus supplement filed in connection with the pricing of such offering, and (ii) will enter into agreements with the underwriter in connection with any such sale to give effect to the foregoing. To enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each such Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such 45-calendar-day period (or such other time period as the underwriters may reasonably request).

 

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Section 14. Miscellaneous

(a) Notices . All notices and other communications provided for or permitted hereunder shall be in writing or be delivered via e-mail (which shall also constitute written notice) and shall be deemed to have been duly given and received when, if in writing, delivered by overnight courier or hand delivery, when sent via e-mail, receipt of such e-mail is confirmed by the recipient thereof (either by e-mail or orally), when sent by fax, or three Business Days after mailing if sent by registered or certified mail (return receipt requested) postage prepaid, to the Parties at the following addresses (or at such other address for any Party as shall be specified by like notices; provided that notices of a change of address shall be effective only upon receipt thereof).

If to the Company, at:

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

Attention: General Counsel

Email: chris.jones@tallgrassenergylp.com

If to any Holder of Registrable Securities, to such Person’s address or email set forth on the signature pages hereto or as set forth on the records of the Company.

(b) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c) Headings . The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(d) Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

(e) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

 

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(f) Entire Agreement. This Agreement is intended by the Parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement supersedes all prior written or oral agreements and understandings between the Parties with respect to such subject matter.

(g) Securities Held by the Company or its Subsidiaries . Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(h) Termination . This Agreement shall terminate when no shares of Registrable Securities remain outstanding; provided that Sections  8 and 14 shall survive any termination hereof.

(i) Aggregation of Registrable Securities . All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

(j) Specific Performance . The Parties recognize and agree that money damages may be insufficient to compensate the Holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach.

[Signature pages follow]

 

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IN WITNESS WHEREOF, the Parties have caused this Amended and Restated Registration Rights Agreement to be duly executed as of the date first above written.

 

 

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Signature Page to Amended and Restated Registration Rights Agreement

 

Signature Page to Amended and Restated Registration Rights Agreement

 

Signature Page to Amended and Restated Registration Rights Agreement

/s/ Gary J. Brauchle                                                 

GARY J. BRAUCHLE, TRUSTEE OF THE

BRAUCHLE REVOCABLE TRUST, DATED

APRIL  10, 2014

 

Signature Page to Amended and Restated Registration Rights Agreement

/s/ Doug Johnson                                        

DOUG JOHNSON

 

Signature Page to Amended and Restated Registration Rights Agreement

/s/ Eric V. Westphal                                                 

ERIC V. WESTPHAL, TRUSTEE OF THE

ERIC V. WESTPHAL REVOCABLE TRUST,

DATED AUGUST  12, 2016

 

Signature Page to Amended and Restated Registration Rights Agreement

/s/ Christopher R. Jones                                                 

CHRISTOPHER R. JONES, TRUSTEE OF

THE AMENDED AND RESTATED

CHRISTOPHER R. JONES REVOCABLE

TRUST UNDER TRUST INDENTURE DATED

MARCH  6, 2019

 

Signature Page to Amended and Restated Registration Rights Agreement

ANNEX A

 

		Registrable Securities
Holder		Class A Shares				Class B Shares				Tallgrass Equity Units
Prairie ECI Acquiror LP			—				98,067,182				98,067,182
Prairie Non-ECI Acquiror LP			21,751,018				—				—
Prairie VCOC Acquiror LP			—				2,587,939				2,587,939
Brauchle Revocable Trust, dated April 10, 2014			—				545,909				545,909
Doug Johnson			—				415,931				415,931
Eric V. Westphal Revocable Trust, dated August 12, 2016			—				415,931				415,931
The Amended and Restated Christopher R. Jones Revocable Trust under Trust Indenture dated March 6, 2019			—				103,983				103,983
Total			21,751,018				102,136,875				102,136,875

 

A-1

Exhibit 10.2

INDEMNITY AGREEMENT

This Indemnity Agreement (this “Agreement”), effective on March 11, 2019, is among (i) Tallgrass Energy GP, LLC, a Delaware limited liability company (the “General Partner”), and Tallgrass Energy, LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Companies” and each a “Company”), and (ii) [•] (“Indemnitee”), a director of the General Partner.

WHEREAS , in light of the litigation costs and risks to directors resulting from their service to the Companies and the desire of the Companies to attract and retain qualified individuals to serve as directors, it is reasonable, prudent and necessary for the Partnership to indemnify and advance expenses on behalf of the directors of the General Partner to the extent permitted by applicable law so that they will serve or continue to serve the Companies free from undue concern regarding such risks;

WHEREAS , the General Partner manages the business and affairs of the Partnership;

WHEREAS , Indemnitee is a director of the General Partner;

WHEREAS , as a condition to Indemnitee becoming a director of the General Partner (or continuing in that role), the Partnership has agreed to provide the indemnities and insurance and to advance expenses to Indemnitee as provided in this Agreement;

WHEREAS , the indemnification provisions of this Agreement are a supplement to and in furtherance of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended from time to time after the date hereof in accordance with the terms thereof (the “Partnership Agreement”), the Third Amended and Restated Limited Liability Company Agreement of the General Partner, as amended from time to time after the date hereof in accordance with the terms thereof (the “General Partner Agreement” and, together with the Partnership Agreement, the “Company Organizational Documents”), and any resolutions by the Board of Directors of the General Partner, and shall not be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS , to the extent Indemnitee is affiliated with Blackstone Infrastructure Associates, L.P., a Delaware limited partnership, Jasmine Ventures Pte. Ltd., a Singapore private limited company, and Enagás, S.A. (collectively, the “Sponsor Companies” and each, a “Sponsor Company”), Indemnitee may have certain rights to indemnification, advancement of expenses or insurance provided by such Sponsor Company (or affiliates thereof), which Indemnitee, the Companies and the applicable Sponsor Company (or affiliates thereof) intend to be secondary to the primary obligation of the Partnership to indemnify Indemnitee as provided herein or as provided in Company Organizational Documents.

NOW , THEREFORE , in consideration of the promises contained herein, the parties hereto agree as follows:

 

1.	Indemnity of Indemnitee.

(a) To the fullest extent permitted by law (in effect on the date hereof or as such laws may from time to time hereafter be amended), but subject to the terms and conditions provided in

this Agreement, the Partnership will indemnify and hold Indemnitee harmless, from and against, any and all losses, claims, damages, liabilities, judgments, fines, taxes (including ERISA excise taxes), penalties (whether civil, criminal, or other), interest, assessments, amounts paid or payable in settlements (subject to Section  5(a)(iii) ), or other amounts (collectively, “losses”) and any and all “expenses” (as defined under Section  1(b) ) arising from any and all threatened, pending, or completed claims, demands, actions, suits, proceedings, or alternative dispute mechanisms, whether civil, criminal, administrative, arbitrative, investigative, or other, whether made pursuant to federal, state, or local law, whether formal or informal, and including appeals (hereinafter, a “proceeding”), in which Indemnitee may be involved, or is threatened to be involved, as a party, a witness, or otherwise, including any inquiries, hearings, or investigations, related to the fact that Indemnitee is or was a director of the General Partner, or is or was serving at the request of the Companies as a manager, managing member, general partner, director, officer, fiduciary, trustee, or agent of any other entity, organization, or person of any nature, including service with respect to employee benefit plans, or by reason of an action or inaction by Indemnitee in any such capacity on behalf of, for the benefit of, or at the request of the Companies. In no event will Indemnitee’s service as a director, officer or employee of a Sponsor Company (or an affiliate thereof) or any other entity create a presumption that Indemnitee is not entitled to indemnification hereunder.

(b) To the fullest extent permitted by law, the Partnership shall timely pay the expenses, including, without limitation, legal and expert fees and expenses, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses, actually and reasonably incurred by Indemnitee in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness in, or participate in, any proceeding for which indemnity is provided under Section  1(a) (collectively, “expenses”). The Partnership shall pay the expenses or reimburse Indemnitee for expenses paid by Indemnitee promptly following presentment in writing with reasonable detail. The Partnership’s obligation to pay Indemnitee’s expenses will cease upon entry of a final and non-appealable judgment by a court of competent jurisdiction determining that Indemnitee is not entitled to be indemnified under the terms of this Agreement for the matter for which Indemnitee is seeking indemnification. For the avoidance of doubt, Indemnitee shall have the right to advancement by the Partnership, prior to the final disposition of any proceeding by final adjudication, of any and all expenses actually and reasonably incurred by Indemnitee in connection with any proceeding for which indemnity is provided under Section  1(a) ; provided, however, that Indemnitee hereby agrees to repay any amounts paid, advanced, or reimbursed by the Partnership pursuant to this Section  1(b) in respect of expenses that are not ultimately paid by Indemnitee or that relate to, arise out of, or result from any proceeding in respect of which it shall be determined by a final and non-appealable judgment by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified under the terms of this Agreement. The Partnership shall make such advancement that is required hereunder within thirty (30) days after the receipt by either Company of a statement or statements requesting such advance.

(c) If any loss or expense related to a proceeding under Sections  1(a) or 1(b) is not paid in full by the Partnership: (i) in the case of any loss or expense payment or reimbursement, within thirty (30) days after a final determination that Indemnitee is entitled to indemnification of such loss or expense has been made pursuant to the procedures set forth in Section  5 ; or (ii) in the case of any expense advancement under Section  1(b) , within thirty (30) days after such advancement request, then Indemnitee may, at any time thereafter, bring suit

 

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against the Partnership to recover the unpaid amount of such loss or expense. The Partnership will bear the burden to show that indemnification or advancement of such losses or expenses are not required under this Agreement. Indemnitee is also entitled to recover the expenses incurred to prosecute such claim to the extent he or she is successful in establishing his or her right to indemnification or to the advancement of such loss or expense.

(d) If Indemnitee is entitled to indemnification by the Partnership hereunder for a portion of any losses or expenses in respect of a proceeding for which indemnity is provided under Section  1(a) , but not for the total amount of such losses or expenses, the Partnership shall nevertheless indemnify Indemnitee for the portion of such losses or expenses to which Indemnitee is entitled.

(e) Notwithstanding anything in this Agreement to the contrary, the Partnership shall not be obligated to: (i) indemnify Indemnitee for losses or expenses (or advance expenses to Indemnitee) with respect to proceedings initiated by Indemnitee, including any proceedings against the Companies or its directors, managers, officers, employees, or other indemnitees and not by way of defense except for: (A) proceedings initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement (unless a court of competent jurisdiction determines that any of the material assertions made by Indemnitee in such proceeding are not made in good faith or are frivolous), or (B) proceedings either Company has joined in as a plaintiff or aggrieved party (in each case, in a manner in which such Company’s position in such proceedings is aligned with Indemnitee’s, as reasonably determined by the General Partner) or proceedings the Board of Directors of the General Partner has consented to either Company initiating; (ii) indemnify Indemnitee for losses or expenses if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; (iii) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Companies in violation of Section 16(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or any similar successor statute; (iv) indemnify Indemnitee for losses or expenses (or advance expenses to Indemnitee) with respect to Indemnitee’s reimbursement to the Companies of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Partnership, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), in connection with an accounting restatement of the Partnership or the payment to the Partnership of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or (v) indemnify Indemnitee under this Agreement or otherwise if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification, Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful.

 

2.	Maintenance of Insurance.

(a) Subject only to the provisions of Section  2(b) hereof, so long as Indemnitee serves as a director of the General Partner (or shall continue at the request of the Companies to serve as a manager, managing member, general partner, director, officer, fiduciary, trustee, or agent of any other entity, organization, or person of any nature, including service with respect to employee

 

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benefit plans) and thereafter so long as Indemnitee may be subject to any possible proceeding because Indemnitee served in any such capacity or by reason of an action or inaction by Indemnitee in any such capacity, the Companies will maintain in effect for the benefit of Indemnitee one or more valid, binding, and enforceable policies of directors’ and officers’ liability insurance (the “D & O Insurance”) providing coverage comparable to that provided by similarly situated companies. If the Companies have such insurance in effect at the time it receives from Indemnitee any notice of the commencement of a proceeding or other claim, the Companies shall give prompt notice of the commencement of such proceeding or other claim to the insurers in accordance with the procedures set forth in the policy.

(b) The Companies are not required to maintain said policy or policies of D & O Insurance in effect if the Board of Directors of the General Partner determines that (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage; (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance; or (iii) said insurance is not otherwise reasonably available; provided, however, that in the event the then Board of Directors of the General Partner makes such a judgment, the Companies shall purchase and maintain in force a policy or policies of D & O Insurance in the amount and with such coverage comparable to that provided by similarly situated companies.

 

3.	Continuation of Indemnity.

The obligations of the Companies under this Agreement apply to any and all proceedings made or occurring after the date of this Agreement regardless of when the facts upon which such proceedings are based occurred, including times before the date hereof. All agreements and obligations of the Companies contained in this Agreement shall continue during the period Indemnitee is a director of the General Partner (or is serving at the request of either Company as a manager, managing member, general partner, director, officer, fiduciary, or trustee, or agent of any other entity, organization, or person of any nature, including service with respect to employee benefit plans) and shall continue as to an Indemnitee who has ceased to serve in such capacity and inure to the benefit of the heirs, successors, assigns, and administrators of Indemnitee.

 

4.	Contribution.

If the full indemnification provided in Section  1 is not paid to an Indemnitee because such indemnification is prohibited by law, then in respect of any actual or threatened proceeding in which either Company is jointly liable with Indemnitee (or would be if joined in such proceeding) the Partnership shall contribute to the amount of expenses incurred by Indemnitee for which indemnification is not available in such proportion as is appropriate to reflect: (i) the relative benefits received by the Companies, on the one hand, and Indemnitee, on the other hand, from the transaction from which such proceeding arose; and (ii) the relative fault of the Companies, on the one hand, and of Indemnitee, on the other hand, in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations. The relative fault of the Companies (which shall be deemed to include the Companies’ other directors, managers, officers, and employees), on the one hand, and of Indemnitee, on the other hand, shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses. The Companies agree that it would not be just and equitable if contribution pursuant to this Section  4 was determined by any method of allocation which does not take account of the foregoing equitable considerations.

 

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5.	Procedure for Indemnification.

(a) Notification and Defense of Claim . Indemnitee shall notify the Partnership as soon as practicable after receipt by Indemnitee of actual knowledge of any proceeding that may result in Indemnitee making an indemnification claim or expense advancement claim under this Agreement. However, the failure of Indemnitee to give timely notice will not relieve the Partnership’s obligations hereunder except to the extent the Partnership can establish that such omission to notify resulted in actual material prejudice to the Partnership. With respect to any proceeding as to which Indemnitee has provided notice:

(i) The Partnership will be entitled to participate at its own expense.

(ii) Except as otherwise provided below, the Partnership may assume the defense of any proceeding, with counsel reasonably acceptable to Indemnitee. If the Partnership elects to assume the defense, then after notice to Indemnitee, the Partnership will not be liable to Indemnitee under this Agreement for any expenses subsequently incurred by Indemnitee in connection with the defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in Section  5(a)(ii)(B)(1) , or as otherwise provided in this Section  5 . Indemnitee has the right to employ his or her counsel in any proceeding, but the fees and expenses of such counsel (and any other expenses incurred by or as a result of such counsel’s representation) incurred after the Partnership notifies Indemnitee of its assumption of the defense will be at Indemnitee’s sole expense. The Partnership, however, will bear Indemnitee’s expenses associated with Indemnitee’s separate counsel that are incurred after the Partnership notifies Indemnitee of its assumption of the defense if, and only if: (A) the Partnership authorizes Indemnitee’s employment of counsel; (B) Indemnitee reasonably determines that (1) there may be a conflict of interest between the Partnership and Indemnitee in the conduct of any such defense, or (2) there are material defenses available to Indemnitee in such proceeding which are different than, or in addition to, those available to the Partnership in such proceeding; or (C) the Partnership does not employ counsel to assume the defense of such action within a reasonable time, and in any event within thirty (30) days, after the Partnership’s election to assume the defense. The Partnership may not assume the defense of any action, suit, or proceeding brought by or on behalf of the Partnership or as to which Indemnitee makes the determination described in Section  5(a)(ii)(B)(1) .

(iii) The Partnership is not obligated to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any proceeding without the Partnership’s prior written consent; provided, however, if a “change in control” has occurred following the date hereof (as defined in this Section  5(a)(iii) ), the Partnership shall be liable for indemnification of Indemnitee (without Indemnitee obtaining the Partnership’s written consent) for amounts paid in settlement if a law firm or member of a law firm (chosen by either the Board of Directors or the Secretary of the General Partner) that is experienced in matters of corporation law, that neither presently performs nor, in the past two (2) years or the two (2) years preceding the “change in control”, has performed, services for the Companies, Indemnitee, or any other party to the

 

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proceeding giving rise to the claim for indemnification hereunder, and that does not, under applicable standards of professional conduct, have a conflict of interest in representing either the Partnership or Indemnitee hereunder (“independent counsel”) provides written confirmation of its view that such amounts are reasonable; provided , further, that such independent counsel selection is subject to the procedures set forth in Section  5(a)(iv) . The Partnership may not settle any proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Partnership nor Indemnitee may unreasonably withhold their consent to any proposed settlement. A “change in control” shall mean any one or more of the following: (A) the consummation of any transaction (including a merger or consolidation), the result of which is that any individual, partnership, joint venture, corporation, trust, unincorporated organization, or any other entity (other than each Company or the Sponsor Company (or affiliates thereof)) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the capital stock (or comparable equity securities) of either Company, measured by voting power rather than number of shares, units, or the like or otherwise acquires the right to designate a majority of the Board of Directors of the General Partner (measured by voting power rather than number of directors); (B) the sale, transfer, or other disposition of all or substantially all of the assets of either Company or their subsidiaries on an aggregate basis; or (C) the adoption of a plan relating to the liquidation or dissolution of either Company.

(iv) Notwithstanding the above, the Partnership shall give written notice to Indemnitee, within ten (10) days after receipt by the Partnership of Indemnitee’s request for indemnification, providing (A) the identity and address of independent counsel so selected and (B) a written affirmation by independent counsel so selected that it satisfies the requirements of the definition of “independent counsel” in Section  5(a)(iii) . Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Partnership a written objection to such selection; provided , however, that such objection may be asserted only on the ground that independent counsel so selected does not meet the requirements of “independent counsel” as defined in Section  5(a)(iii) . If such written objection is made and substantiated, independent counsel selected may not serve as independent counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. In the event of a timely written objection to a choice of independent counsel, the Partnership shall have seven (7) days to make an alternate selection of independent counsel and to give written notice of such selection to Indemnitee, after which time Indemnitee shall have five (5) days to make a written objection to such alternate selection. If, within thirty (30) days after submission of Indemnitee’s request for indemnification pursuant to Section  5(a) , no independent counsel shall have been selected and not objected to, the Partnership or Indemnitee may petition a court of suitable jurisdiction for resolution of any objection that shall have been made by the Partnership’s selection of independent counsel or for the appointment as independent counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the persons so appointed shall act as independent counsel under Section  5(a)(iii) . The Partnership shall pay any and all fees and expenses reasonably incurred by such independent counsel in connection with acting pursuant to Section  5(a)(iii) , and the Partnership shall pay all fees and expenses reasonably incurred incident to the procedures of this Section  5(a)(iv) , regardless of the manner in which such independent counsel was selected or appointed.

 

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(b) Additional Indemnification Procedures . In addition to providing initial notice of any proceeding in accordance with Section  5(a) , Indemnitee shall submit to the Partnership a written request for indemnification related to such proceeding. Further, Indemnitee shall provide, upon request by the Partnership, such documentation and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Partnership shall provide indemnification to Indemnitee insofar as the Partnership determines Indemnitee is entitled to indemnification in accordance with the provisions under this Section  5(b) .

(i) Mandatory Indemnification; Indemnification as a Witness . To the fullest extent allowable by law, and if not prohibited pursuant to Section  1(e) , the Partnership shall indemnify Indemnitee against all losses and expenses relating to any proceeding for which indemnity is sought under Section  1(a) to the extent that (A) Indemnitee shall have been successful on the merits or otherwise in defense of any such proceeding or in defense of any issue or matter therein, including, without limitation, dismissal of any such proceeding without prejudice; or (B) Indemnitee’s involvement in such proceeding is to prepare to serve and serve as a witness, and not as a party, to such proceeding. The Partnership acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise pursuant to this Section  5(b)(i) if it permits a party to avoid expense, delay, distraction, disruption, or uncertainty. In the event that any proceeding for which indemnity is provided under Section  1(a) is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of this Section  5(b)(i) , and the Partnership shall have the burden of proof to overcome such presumption.

(ii) Permissive Indemnification . In the event the provisions of Section  5(b)(i) are inapplicable to any proceeding for which indemnity is sought under Section  1(a) , the Partnership shall indemnify Indemnitee against all losses and expenses relating to any such proceeding to the extent that such indemnification is not prohibited pursuant to Section  1(e) , and a determination is made that, in respect of the proceeding for which Indemnitee is seeking indemnification, Indemnitee did not act in bad faith or engage in fraud or willful misconduct, or, in the case of a criminal matter, Indemnitee did not act with knowledge that Indemnitee’s conduct was unlawful. Such a determination shall be made by: (1) a majority of the directors of the Board of Directors of the General Partner who are not and were not parties to the proceeding in respect of which indemnification is sought by Indemnitee (collectively, “disinterested directors”) even if such disinterested directors constitute less than a quorum of the Board of Directors of the General Partner; or (2) a committee of disinterested directors designated by a majority vote of the disinterested directors, even if such committee constitutes less than a quorum of the Board of Directors of the General Partner; or (3) independent counsel engaged by the General Partner, which independent counsel shall deliver its determination in a written statement addressed to the Board of Directors of the General Partner, with a copy delivered to Indemnitee.

(iii) Timeline for Determination of Permissive Indemnification . The Partnership shall use its reasonable best efforts to ensure that the determination referred to in Section  5(b)(ii) is made as promptly as practicable. If the determination is not made within thirty (30) days after the later of (A) receipt by the Partnership of the written request by Indemnitee provided to the Partnership in accordance with Section  5(b) and (B) the selection of independent

 

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counsel contemplated in Section  5(a)(iv) , which independent counsel must be engaged within twenty (20) days following the written request by Indemnitee provided to the Partnership in accordance with Section  5(b) , then the Partnership shall be deemed to have determined that, in respect of the proceeding for which Indemnitee is seeking indemnification, Indemnitee did not act in bad faith or engage in fraud or willful misconduct, or, in the case of a criminal matter, Indemnitee did not act with knowledge that Indemnitee’s conduct was unlawful. Notwithstanding anything in this Agreement to the contrary, however, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any proceeding. If a determination is made pursuant to Section  5(b)(ii) or this Section  5(b)(iii) that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination.

(iv) Presumptions related to Permissive Indemnification . In making any determination referred to in Section  5(b)(ii) , the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Partnership shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Indemnitee may challenge any such determination adverse to Indemnitee. The termination of any proceeding to which Indemnitee is a party by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, does not create a presumption that Indemnitee failed to meet any standard of conduct required for indemnification hereunder, but specific determinations, findings, or admissions will be given effect under this Agreement.

 

6.	Undertaking to Repay Expenses.

If a court determines, by a final, non-appealable decision, that Indemnitee is not entitled to, or the Partnership is not obligated to pay, any amounts paid by the Partnership to Indemnitee under this Agreement, Indemnitee must repay the Partnership those amounts so paid or advanced within thirty (30) days following such determination. It is the intention of the parties hereto that, in the event of payment to Indemnitee by the Partnership under this Agreement, the Partnership shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, and Indemnitee agrees to execute all papers required and take all action necessary to secure such rights to the Partnership, including the execution of such documents necessary to enable the Partnership to bring suit effectively to enforce such rights; provided, however, that the Partnership (i) shall not have the right to be subrograted to Indemnitee’s rights against a Sponsor Company (or affiliates thereof, excluding the Companies and their subsidiaries) and (ii) shall not have the right to reimbursement from a Sponsor Company (or affiliates thereof, excluding the Companies and their subsidiaries), in each case, for any amounts that the Partnership pays for which Indemnitee is entitled to indemnification hereunder.

 

7.	Reliance .

THE COMPANIES EXPRESSLY CONFIRM AND AGREE THAT THEY HAVE ENTERED INTO THIS AGREEMENT AND ASSUMED THE OBLIGATIONS IMPOSED ON THEM HEREBY IN ORDER TO INDUCE INDEMNITEE TO SERVE AS A DIRECTOR OF THE GENERAL PARTNER, AND THE COMPANIES ACKNOWLEDGE THAT INDEMNITEE IS RELYING UPON THIS AGREEMENT IN SERVING AS A DIRECTOR OF THE GENERAL PARTNER.

 

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8.

Notice.

Any notice to either Company shall be in writing and directed to Tallgrass Energy, LP, 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211, Attention: Corporate Secretary (or such other address as either Company shall designate in writing to Indemnitee). Any notice to Indemnitee shall be in writing and directed to the address included on the signature page to this Agreement. Notices are effective upon receipt.

 

9.	Severability.

If any provision of this Agreement is found to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not be affected or impaired in any way; and

(b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) must be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

10.	Indemnification Under this Agreement Not Exclusive.

(a) The rights to indemnification and to the advancement of expenses provided by this Agreement are in addition to and not exclusive of any other rights to which Indemnitee may be entitled under any statute, any provision of the Company Organizational Documents, or any other agreement, any vote of members or directors, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. To the extent that a change in law (whether by statute or judicial decision) permits greater indemnification under any statute, agreement, organizational document, or governing document than would be afforded currently under this Agreement, it is the intention of the parties hereto that Indemnitee enjoy the greater benefits so afforded by such change.

(b) It is the intention of the parties hereto in entering into this Agreement that the insurers under any D & O Insurance policy will be obligated to pay any claims by Indemnitee that are covered by such policy. However, the obligations of the insurers to either Company or Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement.

(c) Notwithstanding the foregoing: (i) the Partnership hereby agrees that it is the indemnitor of first resort under this Agreement and under any other indemnification agreement providing indemnification to Indemnitee by the Sponsor Companies (i.e., the Partnership’s

 

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obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary and any obligation of the Sponsor Companies to provide advancement or indemnification for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) or incurred by Indemnitee are secondary), and (ii) if a Sponsor Company pays or causes to be paid (other than pursuant to this Agreement), for any reason, any amounts for which Indemnitee is entitled to indemnification hereunder or under any other indemnification agreement to which a Company is a party (whether pursuant to contract, by-laws or charter) (the “Indemnifiable Amounts”), then (x) the Sponsor Company shall be fully subrogated to all rights of Indemnitee with respect to the Indemnifiable Amounts actually paid by the Sponsor Company and (y) the Partnership shall fully indemnify, reimburse and hold harmless the Sponsor Company for the Indemnifiable Amounts actually paid by the Sponsor Company. The Sponsor Companies are express third party beneficiary of this Agreement, are entitled to rely upon this Agreement, and may seek to specifically enforce either Company’s obligations hereunder (including but not limited to the obligations specified in this Paragraph) as though a party hereunder.

 

11.	Miscellaneous.

(a) This Agreement is personal to Indemnitee and Indemnitee’s rights or obligations hereunder may not be assigned by Indemnitee without the Companies’ prior written consent. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware without giving effect to its principles of conflicts of law. The Companies and Indemnitee hereby irrevocably and unconditionally: (i) agree that any proceeding arising out of or in connection with this Agreement shall be brought only in Delaware state or federal court and not in any other state or federal court in the United States, (ii) consent to submit to the exclusive jurisdiction of the federal and state courts in the State of Delaware for purposes of any proceeding arising out of or in connection with this Agreement, (iii) agree that service of any process, summons, notice, or document sent in accordance with Section  8 will be effective service of process in connection with any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, and (iv) waive, and agree not to plead or make, any claim that the relevant Delaware court lacks venue or that any such action or proceeding brought in the relevant Delaware court has been brought in an improper or inconvenient forum.

(b) This Agreement is binding upon Indemnitee and upon the Companies, their respective successors and assigns, and inures to the benefit of Indemnitee and his or her heirs, executors, personal representatives, and assigns, and to the benefit of the Companies, its successors and assigns. If either Company merges or consolidates with another entity, organization, or person, or sells, leases, transfers, or otherwise disposes of all or substantially all of its assets to another entity, organization, or person (in one transaction or series of transactions), (i) such Company shall cause the successor in the merger or consolidation or the transferee of the assets that is receiving the greatest portion of the assets or earning power transferred pursuant to the transfer of the assets, to assume all of such Company’s obligations under and agree to perform this Agreement either by operation of law or by agreement in form and substance satisfactory to Indemnitee, and (ii) the term “Company” whenever used in this Agreement shall thereafter mean and include any such successor or transferee.

 

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(c) As used in this Agreement, no matter adjudicated by a court order will be “determined” or “ultimately determined,” and no matter will be a “final disposition” unless and until (i) the time to appeal, petition for writ of certiorari, or otherwise seek further review or to move for reargument, rehearing, or reconsideration of the order has expired and no appeal, petition for writ of certiorari, or other review, or proceedings for reargument, rehearing, or reconsideration are pending, or (ii) if an appeal, petition for writ of certiorari, or other request for review or reargument, rehearing, or reconsideration thereof is allowed and has been sought, such order has been affirmed by the highest court to which such order was appealed or review thereof has been denied by the highest court from which a writ of certiorari, or other request for review or reargument, rehearing, or reconsideration was sought, and the time to take any further appeal, to petition for writ of certiorari, or to otherwise seek review, or to move for reargument, rehearing, or reconsideration has expired.

(d) Except as provided below, no amendment, modification, termination, or cancellation of this Agreement is effective unless in writing and signed by the parties hereto. However, the Companies may amend this Agreement from time to time without Indemnitee’s consent to the extent the Companies determines that it is necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder. Amendments under this Section  11(d) may result in a reduction of benefits provided hereunder and/or other unfavorable changes to Indemnitee. Any reduction in benefits or other changes that are unfavorable to Indemnitee will only be those required to comply with Section 409A of the Code and the regulations promulgated thereunder.

(e) This Agreement provides for the indemnification of, and/or purchase of insurance policies providing for payments of, expenses, and damages incurred with respect to bona fide claims against Indemnitee, as a service provider, and the Companies, as the service recipient, in accordance with Treas. Reg. Section 1.409A-1(b)(10). This Agreement does not provide for the deferral of compensation. This Agreement must be construed consistently, and limited in accordance with, the provisions of such regulation.

(f) This Agreement supersedes any prior written indemnification agreement entered into between Indemnitee and the Companies.

 

12.	Other Agreements.

The terms of this Agreement shall be at least favorable to Indemnitee as any agreement or arrangement of any Company in any way related to the subject matter covered herein with any other officer or director of the General Partner in effect on the date hereof and from time to time hereafter, and the General Partner shall not, and shall cause its direct and indirect subsidiaries to not, enter into, amend, modify, waive or in any other way become bound by any agreement or arrangement that is not consistent with such requirement.

[Signature Page Follows.]

 

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IN WITNESS WHEREOF , the parties have executed this Agreement on and as of the day and year first above written.

 

 

 

INDEMNITEE

Name:		[ • ]
Address:		[ • ]
		[ • ]
		[ • ]

 

INDEMNITY AGREEMENT

SIGNATURE PAGE

Agreed and Acknowledged:

 

 

INDEMNITY AGREEMENT

SIGNATURE PAGE

Agreed and Acknowledged:

 

 

INDEMNITY AGREEMENT

SIGNATURE PAGE

Agreed and Acknowledged:

 

 

INDEMNITY AGREEMENT

SIGNATURE PAGE

Exhibit 10.3

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Third Amended and Restated Employment Agreement (this “ Agreement ”) is entered into effective as of March 11, 2019 (the “ Effective Date ”) by and among Tallgrass Management, LLC, a Delaware limited liability company (the “ Company ”), Tallgrass Energy GP, LLC, a Delaware limited liability company (“ GP ”), and David G. Dehaemers, Jr., an individual (“ Dehaemers ”).

RECITALS

WHEREAS , Dehaemers has been employed by the Company pursuant to the terms of that certain Second Amended and Restated Employment Agreement (the “ Prior Agreement ”) entered into on November 2, 2016, by and among Dehaemers, the Company, Tallgrass Energy Holdings, LLC (“ Holdings ”), Tallgrass Equity, LLC (“ Tallgrass Equity ”), Tallgrass MLP GP, LLC, a Delaware limited liability company (“ MLP GP ”), and GP (formerly known as TEGP Management, LLC) (GP, together with Tallgrass Equity and MLP GP, the “ Partnership Entities ”); and

WHEREAS , reference is made to that certain Purchase Agreement made by and among the Sellers named therein, as Sellers, Prairie GP Acquiror LLC, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP, as Acquirors, and Dehaemers, John T. Raymond and Frank J. Loverro, as Seller Representatives, dated January 30 2019 (the “ Purchase Agreement ”); and

WHEREAS , this Agreement is being entered into in connection with the transactions contemplated by the Purchase Agreement; and

WHEREAS , following the Closing (as defined in the Purchase Agreement), the Company wishes to continue to employ Dehaemers, and Dehaemers wishes to continue to be employed by the Company and serve as an executive of the Partnership Entities, on the terms set forth herein; and

WHEREAS , following the Closing, GP wishes for Dehaemers to continue to serve on the Board of Directors of GP (the “ Board ”), and Dehaemers wishes to continue to serve on the Board, as set forth herein.

NOW, THEREFORE , effective as of the Closing, the Prior Agreement is deemed superseded and replaced in its entirety by this Agreement. For and in consideration of the mutual promises, covenants, and obligations contained herein and in the Purchase Agreement, and other good and valuable consideration, the parties agree as follows:

1. Employment and Board Service .

(a) The Company agrees to continue to employ Dehaemers and Dehaemers agrees to continue to be employed by the Company as President and Chief Executive Officer upon the terms and conditions of this Agreement until such employment is terminated as provided in Section  8 . So long as Dehaemers is employed by the Company as its President and Chief Executive Officer, each of the Partnership Entities agrees that Dehaemers will also serve as, and be appointed, President and Chief Executive Officer of each of the Partnership Entities. The period in which Dehaemers is employed by the Company hereunder is referred to as the “ Employment Period .”

(b) Dehaemers shall serve as a member of the Board from the Closing Date (as defined in the Purchase Agreement) until December 31, 2020 or such earlier termination date pursuant to Section  9 (such period, the “ Board Service Period ”).

2. Compensation During Employment Period . For all services rendered by Dehaemers to the Company during the Employment Period, the Partnership Entities and each of the other downstream affiliates of the Partnership Entities (the Partnership Entities and such downstream affiliates, the “ Constituent Companies ”), the Company will pay Dehaemers an annualized base salary of $500,000 (“ Base Salary ”), which will accrue and be payable in arrears in accordance with the Company’s general payroll practices (and any increase in Base Salary during the Employment Period shall then be referred to as “Base Salary” for the purposes of this Agreement). In addition, the Company will pay Dehaemers cash bonus compensation of $1,000,000 for each full or partial calendar year (each a “ Bonus Year ”) that Dehaemers is employed by the Company during the Employment Period (the “ Annual Bonus ”); provided however, if Dehaemers’s employment hereunder is terminated by the Company for Cause (as defined below) prior to December 31 ^st of the applicable Bonus Year, Dehaemers shall not be entitled to the Annual Bonus for such Bonus Year. If earned, the Annual Bonus for a Bonus Year shall be paid to Dehaemers in a lump sum within 30 days after December 31 ^st of such Bonus Year (or, as otherwise provided in Section  8 , if paid earlier). All payments made, and benefits provided, by the Company to Dehaemers under this Agreement are subject to any applicable withholding and other applicable taxes.

3. Compensation During Board Service Period Following Employment Termination Date . During the Board Service Period following Dehaemers’s Employment Termination Date (as defined in Section  8(a) ), when Dehaemers is a non-employee member of the Board, Dehaemers shall be paid the cash and equity compensation and meeting and other fees and expense reimbursements that are paid from time to time to the independent members of the Board (and shall not be paid the compensation set forth in Section  2 ).

4. Additional Benefits; Expenses; Liability Insurance .

(a) During the Employment Period, Dehaemers will be eligible for additional benefits, by way of insurance, hospitalization and vacations normally provided to senior executives of the Company, pursuant to the terms of those plans, programs and policies of the Company in effect during his employment with the Company, and such additional benefits, if any, as determined by the Board. During the Board Service Period following the Employment Period, Dehaemers will continue to be eligible for medical, dental and hospitalization benefits normally provided to senior executives of the Company, pursuant to the terms of those plans, programs and policies of the Company in effect during the period of such Board Service Period; provided, however, that if the applicable plans, programs or policies of the Company do not permit such eligibility, then the Company will provide Dehaemers with a comparable benefit during such Board Service Period.

 

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(b) The Company will reimburse Dehaemers for all ordinary and necessary out-of-pocket expenses incurred and paid by Dehaemers in the course of the performance of Dehaemers duties pursuant to this Agreement and consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, and subject to the Company’s requirements with respect to the manner of approval and reporting of these expenses.

(c) So long as Dehaemers is employed under this Agreement, and thereafter so long as Dehaemers is subject to any possible claim, the Company and the Partnership Entities will purchase and maintain in effect for the benefit of Dehaemers one or more valid and enforceable policies of directors and officers liability insurance providing, in all respects, coverage at least as beneficial to Dehaemers as that provided pursuant to the insurance policies in place on the date hereof. In addition, if Dehaemers is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ Proceeding ”), other than any Proceeding initiated by Dehaemers or the Company related to any contest or dispute between Dehaemers and the Company, a Partnership Entity or an affiliate of the Company or a Partnership Entity with respect to this Agreement or Dehaemers’s employment or service hereunder, by reason of the fact that Dehaemers is or was a director or officer of the Company, a Partnership Entity or an affiliate of the Company or a Partnership Entity, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, Dehaemers shall be indemnified and held harmless by the Company and the Partnership Entities to the maximum extent permitted under applicable law and the Company’s or such Partnership Entity’s governing documents from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by Dehaemers in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (1) a written request for payment; (2) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (3) an undertaking adequate under applicable law made by or on behalf of Dehaemers to repay the amounts so paid if it shall ultimately be determined that the Dehaemers is not entitled to be indemnified by the Company and the Partnership Entities under this Agreement.

5. Duties and Authorities . So long as Dehaemers is employed under this Agreement, Dehaemers will (i) devote his reasonable best efforts and his entire business time (other than as a result of illness or disability) to further the interests of the Company and the Constituent Companies, (ii) carry out the reasonable and lawful instructions of the Board (other than as a result of illness or disability) with respect to those matters reserved to the Board, (iii) truthfully and accurately maintain and preserve the records of the Company and the Constituent Companies and make all reports reasonably required by the Board, and (iv) fully account for all monies and other property of the Company or any of the Constituent Companies that he may from time to time have in his custody and deliver the same to the Company or its designee to the extent reasonably directed to do so; provided that, so long as it does not materially interfere with his duties, nothing herein will preclude Dehaemers from accepting appointment to or continuing to serve on any board of directors (or similar governing body) or as trustee of any business (not competing with any of the Constituent Companies) or any charitable organization, from engaging in charitable and community activities, from delivering lectures and fulfilling speaking engagements, or from directing and managing his personal investments and those of his family. In addition, the parties agree and acknowledge that Dehaemers shall have the authorizations set forth on Exhibit A attached thereto at all times during the Employment Period.

 

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6. Covenant Not to Compete . Dehaemers acknowledges that, during his employment with the Company and as a member of the Board, he, at the expense of the Company and the Constituent Companies, will establish favorable relations with the customers to, and regulators of, the Company and the Constituent Companies, and Dehaemers will receive and have access to intellectual property and confidential information of the Company and the Constituent Companies. To further protect the intellectual property and confidential information of the Company and the Constituent Companies, Dehaemers agrees that, beginning on the Closing Date and ending on the date that is three years after the earliest of (i) the end of the Board Service Period, (ii) the date of the removal of Dehaemers from the Board by GP for a reason other than Cause, or (iii) the date of his voluntary or involuntary termination of employment for any reason or no reason, Dehaemers will not, directly or indirectly, without the express written consent of the Board except when and as requested to do in and about the performance of Dehaemers’s duties under this Agreement:

(a) own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, principal, member, manager, shareholder, employee, agent, representative, consultant or independent contractor of, or in any way assist any person or entity in the conduct of, any business located in or doing business in the Restricted Area that is engaged in any business competitive to any business engaged in by a Constituent Company during the term of Dehaemers’s employment by the Company, including, but not limited to, any business that is engaged in the interstate transportation via pipeline of natural gas, petroleum or petroleum byproducts; provided, however, that notwithstanding the foregoing, Dehaemers may own passive investments of up to 5% of the outstanding equity securities in any entity that is listed upon a national stock exchange or actively traded in the over-the-counter market so long as Dehaemers does not have the power, directly or indirectly, to control or direct the management or affairs of any such entity and is not involved in, directly or indirectly: (i) controlling, directing, managing or operating or (ii) participating in the control, direction, management or operation of such entity or its business or affairs; provided, further, that, notwithstanding the foregoing, Dehaemers may passively invest money with private equity firms or other private entities (or related investment funds or vehicles) that make investments in competing portfolio companies, so long as Dehaemers does not have the power, directly or indirectly, to control or direct the activities of the private equity firm or other private entity (or related investment funds or vehicles) and is not involved in, directly or indirectly, (x) controlling, directing, managing or operating or (y) participating in the control, direction, management or operation of the investment in any competing portfolio company or such competing portfolio company’s business or affairs; or

(b) entice or induce any person who has an employee or independent contractor relationship with the Company or any other Constituent Company and with whom Dehaemers had contact, directly or indirectly, during the term of Dehaemers’s employment to change or end such relationship for the purpose of engaging in a business in competition with any business engaged in by the Company or any other Constituent Company during the term of Dehaemers’s employment by the Company or hire any such person.

 

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As used herein, “ Restricted Area ” shall mean the areas listed on Exhibit B , and any other area where a Constituent Company is engaged (or where the Board or management has taken overt, significant actions, such as public disclosure or expending material costs, to become engaged) in business during the period that Dehaemers serves on the Board or is employed by a Constituent Company. Notwithstanding the foregoing, the restrictions on Dehaemers’s activities described in this Section  6 shall expire with respect to activities within the parishes of Louisiana listed on Exhibit B upon the date that is two (2) years after the earliest of: (i) the end of the Board Service Period, (ii) the date of the removal of Dehaemers from the Board by GP for a reason other than Cause, or (iii) the date of his voluntary or involuntary termination of employment for any reason or no reason.

7. Specific Performance . Recognizing that irreparable damage will result to the Company and the Constituent Companies in the event of the breach of any of the foregoing covenants and assurances by Dehaemers contained in Section  6 , and that the Constituent Companies’ remedies at law for any such breach or threatened breach will be inadequate, the Company and the other Constituent Companies, in addition to all such other remedies that may be available to them, will be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining Dehaemers, and each and every person and entity acting in concert or participation with Dehaemers, from the continuation of the breach. Neither the Company nor any other Constituent Company will be required to obtain a bond in an amount greater than $1,000. The covenants and obligations of Dehaemers set forth in Section  6 are in addition to and not in lieu of or exclusive of any other obligations and duties of Dehaemers to the Company or the other Constituent Companies, whether express or implied in fact or in law.

8. Termination of Employment .

(a) Dehaemers’s employment pursuant to the terms of this Agreement will begin as of the Closing Date and, unless earlier terminated pursuant to another provision of this Section  8 , Dehaemers will cease being employed by the Company on December 31, 2019 (such date, the “ Employment Termination Date ”).

(b) Dehaemers’s employment by the Company will immediately terminate (unless otherwise determined by the Board) upon death, mental or physical incapacity or inability to perform the essential functions of his job (after accommodating for any reasonable accommodation, if available and required by law) for a consecutive period of 90 days or a non-consecutive period of 120 days during any 12-month period, as reasonably determined by the Board after consultation with an independent physician selected by the Company (such periods to be extended if appropriate as a reasonable accommodation for a disability).

 

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(c) The Company may terminate Dehaemers’s employment at any time prior to the Employment Termination Date for Cause or without Cause. “ Cause ” means: (i) his conviction of, or plea of nolo contendere to, any crime or offense constituting a felony under applicable law, other than any motor vehicle violations for which no custodial penalty is imposed; (ii) his commission of fraud or embezzlement against the Company or any other Constituent Company; (iii) gross neglect by Dehaemers of, or gross or willful misconduct by Dehaemers in connection with the performance of, his duties to the Company or any other Constituent Company that, if curable, is not cured within 30 days after a written notice of such gross neglect, or gross or willful misconduct, specifically identifying the gross neglect or misconduct, is delivered by a majority of the members of the Board (excluding Dehaemers or any of his designees) to Dehaemers; (iv) Dehaemers willfully fails or refuses to carry out the reasonable and lawful instructions of the Board (other than as a result of illness or disability) with respect to those matters reserved to the Board and, in each case, such failure or refusal has continued for a period of 30 calendar days following written notice from the majority of the members of the Board (excluding Dehaemers or any of his designees; (v) his failure to perform the duties and responsibilities of his office as his primary business activity, provided that, so long as it does not materially interfere with his duties on behalf of the Company or another Constituent Company or violate Section  6 , nothing herein will preclude Dehaemers from accepting appointment to or continuing to serve on any board of directors (or similar governing body) or as trustee of any business corporation (not competing with any Constituent Company) or any charitable organization, from engaging in charitable and community activities, from delivering lectures and fulfilling speaking engagements, or from directing and managing his personal investments and those of his family; (vi) a judicial determination that he has breached his fiduciary duties with respect to the Company or any Constituent Company; or (vii) his willful and material breach of his obligations in any agreement between him and a Constituent Company that Dehaemers failed to cure, if curable, within 30 days following written notice thereof, specifically identifying such willful and material breach, having been delivered to Dehaemers by a majority of the members of the Board (excluding Dehaemers or any of his designees).

(d) Dehaemers may terminate his employment with the Company prior to the Employment Termination Date with good reason or without good reason. A “ Resignation for Good Reason ” means his resignation for good reason (as defined below) if (x) he provides written notice to the Company describing in reasonable detail the event and stating that his employment will terminate upon a specified date in such notice (“ Good Reason Termination Date ”), which date is not earlier than 30 days after the date such notice is provided to the Company (“ Notice Delivery Date ”) and not later than 90 days after the Notice Delivery Date and (y) the Company does not remedy the event prior to the Good Reason Termination Date. For purposes of this Agreement, Dehaemers has “ good reason ” if there occurs without his prior written consent:

(i) a material diminution of his duties and responsibilities to the Company or any Constituent Company to a level inconsistent with those of a chief executive officer (which, for the avoidance of doubt, shall not include Dehaemers ceasing to serve as President of the Company so long as he remains Chief Executive Officer of the Company);

(ii) a material reduction in his Base Salary or Annual Bonus or a material reduction in the aggregate welfare benefits provided to him (not including any reduction related to a broader compensation or benefit reduction that is not limited to him specifically);

 

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(iii) a material breach of that certain Director Designation Agreement dated January 30, 2019, between Prairie GP Acquiror LLC and Dehaemers (the “ Director Designation Agreement ”);

(iv) a willful or intentional breach of this Agreement by the Company; or

(v) relocation of his primary work location at which he is required to perform the duties of Chief Executive Officer to a location that is not within 30 miles of either Leawood, Kansas, or Lakewood, Colorado.

(e) If Dehaemers’s employment with the Company is terminated pursuant to Sections 8(a) or 8(b) , the Company will pay or provide to him:

(i) such unpaid salary as Dehaemers has earned up to the date of his termination;

(ii) if the termination is on the Employment Termination Date, the Annual Bonus (in full without proration) will be paid within 30 days after the Employment Termination Date; and

(iii) the other benefits and other amounts due him under Section 3 or as otherwise required by applicable law, as he has earned up to the date of his termination.

(f) If (x) the Company terminates Dehaemers’s employment for Cause or (y) Dehaemers terminates his employment other than as a result of a Resignation for Good Reason, the Company will pay or provide to him:

(i) such unpaid salary as Dehaemers has earned up to the date of his termination; and

(ii) the other benefits and other amounts due him under Section 3 or as otherwise required by applicable law, as he has earned up to the date of his termination.

(g) If (x) the Company terminates Dehaemers’s employment prior to the Employment Termination Date without Cause (and, for the avoidance of doubt, not pursuant to Sections 8(a) or 8(b) ) or (y) Dehaemers terminates his employment prior to the Employment Termination Date as a result of a Resignation for Good Reason, the Company will pay or provide to him:

(i) such unpaid salary as Dehaemers has earned up to the date of his termination;

 

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(ii) an amount equal to $4,500,000, payable as a lump sum within 60 days after the termination of Dehaemers’s employment; and

(iii) such other benefits and other amounts due him under Section 3 or as otherwise required by applicable law, as Dehaemers has earned up to the date of his termination.

Except as provided in Section  8(i) , any payment under this Section  8(f) must be made within 60 days after the termination of Dehaemers’s employment; provided, however, if the termination of his employment is not a “separation from service” as described in Treas. Reg. § 1.409A-1(h) (a “ Section  409A Separation ”), such payment will be delayed until his Section 409A Separation.

(h) As a condition to receiving the termination payment provided in Section  8(g)(ii) , Dehaemers will: (i) abide by all of Dehaemers’s post-separation obligations hereunder (and in any other agreement between Dehaemers and a Constituent Company) and (ii) execute and deliver to the Company in the time provided by the Company to do so (and not exercise any revocation right in any time provided by the Company to do so) a release, in a form reasonably satisfactory to the Company (the “ Release ”), releasing all claims arising out of his employment or affiliation with the Company and any Constituent Company or the termination of such employment or affiliation (other than all claims to severance payments Dehaemers may have under this Section  8 , his rights under any of the Company’s incentive compensation and employee benefit plans and programs to which Dehaemers is entitled under this Agreement, any claim for any tort for personal injury not arising out of or related to this termination, and rights under the Purchase Agreement or with respect to any transactions arising out of or contemplated by the Purchase Agreement).

(i) So long as Dehaemers is an employee of the Company and thereafter (including after the termination of his employment), he will not make any disparaging comment in any format, whether written, electronic or oral, to any client, customer, account, supplier, service provider, agency, regulator, employee, the media, or any other person or entity regarding the Company or any Constituent Company or any of their clients, customers, accounts, suppliers, service providers, employees, agents, regulators, officers or directors or otherwise relating to the business of the Company or any Constituent Company. Notwithstanding the foregoing, nothing herein (or in the Confidentiality Agreement) shall prevent Dehaemers from making a good faith report of possible violations of applicable law to any governmental agency, or making disclosures that are protected under the whistleblower provisions of applicable law and, pursuant to the federal Defend Trade Secrets Act, Dehaemers shall not be held criminally or civilly liable for the disclosure of a trade secret that is: (A) made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a suspected violation of law; (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (C) protected under the whistleblower provisions of applicable law. In the event Dehaemers files a lawsuit for retaliation by a Constituent Company for reporting of a suspected violation of law, he may (i) disclose a trade secret to his attorney and (ii) use the trade secret information in the court proceeding related to such lawsuit, in each case, if he

 

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(1) files any document containing such trade secret under seal; and (2) does not otherwise disclose such trade secret, except pursuant to court order. For the avoidance of doubt, nothing herein or in any other agreement between Dehaemers and a Constituent Company shall prevent Dehaemers from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the U.S. Securities and Exchange Commission (the “ SEC ”) or any other governmental or regulatory agency, entity, or official(s) (collectively, “ Governmental Authorities ”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to an employee individually from any Governmental Authority; (iii) testifying, participating or otherwise assisting in an action or proceeding by any Governmental Authorities relating to a possible violation of law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or any other Governmental Authority. This Agreement shall not be construed or applied to require Dehaemers to obtain prior authorization from a Constituent Company before engaging in any of the foregoing conduct or to notify a Constituent Company of having engaged in any such conduct.

(j) If Dehaemers is a “ Specified Employee ” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“ Code ”)) as of the date of his termination of employment, as determined by the Company, and any equity security of the Company or any Constituent Company is publicly traded on an established securities market or otherwise, the payment of any amount under this Agreement on account of his Section 409A Separation that is deferred compensation subject to the provisions of Code Section 409A and not otherwise excluded from Code Section 409A, will not be paid until the later of the first business day that is six months after the date after his Section 409A Separation or the date the payment is otherwise payable under this Agreement (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed will be paid or reimbursed to Dehaemers in a lump sum, without interest, and any remaining payments due under this Agreement will be paid or provided in accordance with the normal payment dates specified herein.

(k) All reimbursement and in-kind benefits provided pursuant to this Agreement will be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv) such that any reimbursement or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (1) the amounts reimbursed and in-kind benefits provided under this Agreement, other than with respect to medical benefits, during Dehaemers’s taxable year may not affect the amount reimbursed or in-kind benefit provided in any other taxable year, (2) the reimbursement of an eligible expense will be made on or before the last day of his taxable year following the taxable year in which the expense was incurred, and (3) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit.

 

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9. Termination of Board Service . Dehaemers’s service as a member of the Board shall automatically terminate on December 31, 2020. Notwithstanding the foregoing, Dehaemers’s service as a member of the Board shall automatically terminate prior to December 31, 2020, upon Dehaemers’s death, and may also be terminated:

(a) by GP (sitting without Dehaemers or his designees) as the result of Dehaemers’s mental or physical incapacity or inability to perform the essential functions of his Board service for a consecutive period of 90 days or a non-consecutive period of 120 days during any 12-month period, as reasonably determined by the Board after consultation with an independent physician selected by the Board;

(b) by the Board’s determination (sitting without Dehaemers or his designees) that a Cause event exists;

(c) due to Dehaemers’s resignation; or

(d) by the member of the GP with or without Cause in accordance with the Director Designation Agreement.

10. Cooperation Regarding Litigation . So long as Dehaemers is an employee of the Company and thereafter for a period of three years (including after the termination of his employment), Dehaemers will reasonably cooperate with the Company and any Constituent Company by making himself available to testify on behalf of the Company or any Constituent Company, in any action, suit, or proceeding (whether civil, criminal, administrative or investigative) and reasonably assist the Company or any Constituent Company in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company or any Constituent Company, as requested. The Company will promptly reimburse Dehaemers for all reasonable expenses incurred by Dehaemers in connection with his provision of testimony or assistance.

11. No Conflict . Dehaemers represents and warrants to the Company and each Partnership Entity that neither the execution nor delivery of this Agreement, nor the performance of his obligations under this Agreement will conflict with, or result in a breach of, any term, condition, or provision of, or constitute a default under, any obligation, contract, agreement, covenant or instrument to which he is a party or under which he is bound, including, without limitation, the breach by Dehaemers of a fiduciary duty to any former employers.

12. Waiver of Breach . Failure of the Company or any Partnership Entity to demand strict compliance with any of the terms, covenants or conditions hereof will not be deemed a waiver of the term, covenant or condition, nor will any waiver or relinquishment by the Company or any Partnership Entity of any right or power under this Agreement at any one time or more times be deemed a waiver or relinquishment of the right or power at any other time or times.

13. Entire Agreement; Amendment . This Agreement cancels and supersedes all previous agreements other than the Confidentiality Agreement and Assignment of Inventions, by and between Dehaemers and the Company, entered into in connection with his employment by the Company (the “ Confidentiality Agreement ”) relating to the subject matter of this Agreement, written or oral, between the parties, including, without limitation, the Prior Agreement. This Agreement and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof and may not be amended, modified or supplemented in any manner whatsoever except as otherwise provided herein or in writing signed by each of the parties.

 

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14. Potential Unenforceability of any Provision . If a final judicial determination is made that any provision of this Agreement is an unenforceable restriction against Dehaemers, the provisions of this Agreement will be rendered void only to the extent that a judicial determination finds the provisions unenforceable, and the unenforceable provisions will automatically be reconstituted and become a part of this Agreement, effective as of the date of this Agreement, to the maximum extent in favor of the Company and the Partnership Entities that is lawfully enforceable. A judicial determination that any provision of this Agreement is unenforceable will not render the entire Agreement unenforceable, but rather this Agreement will continue in full force and effect absent any unenforceable provision to the maximum extent permitted by law.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and do not restrict or otherwise modify any of the terms or provisions of this Agreement.

16. Governing Law . This Agreement is governed by the laws of the State of Kansas applicable to agreements made and to be performed entirely within the State, including all matters of enforcement, validity and performance.

17. Notice . Any notice, request, consent or communication under this Agreement is effective only if it is in writing any (a) personally delivered or (b) sent by a nationally recognized overnight delivery service, with delivery confirmed, addressed as follows:

If to the Company:

Tallgrass Management, LLC

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

Attn: General Counsel

If to GP:

Tallgrass Energy GP, LLC

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

Attn: General Counsel

If to Dehaemers:

David G. Dehaemers, Jr.

c/o Tallgrass Energy, LP

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

or such other persons or to such other addresses as may be furnished in writing by any party to the other party, and will be deemed to have been given only upon its delivery in accordance with this Section 17.

 

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18. Assignment . This Agreement is personal and not assignable by Dehaemers. This Agreement may be assigned by the Company or GP without notice to or consent of any other party of this Agreement; provided that, such assignment must be to a Constituent Company. Except as described in the preceding sentence, this Agreement is not assignable by any party hereto without the consent of all the parties to this Agreement.

19. Survival of Obligations . All obligations of Dehaemers that by their nature involve performance, in any particular, after the expiration or termination of this Agreement, or that cannot be ascertained to have been fully performed until after the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.

20. Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which constitute one agreement that is binding upon each of the parties, notwithstanding that all parties are not signatories to the same counterpart.

21. Consent to Jurisdiction and Venue . The parties hereby submit to the exclusive jurisdiction of the District Court for Johnson County, Kansas or the United States District Court for the District of Kansas in any action or proceeding arising out of or relating to this Agreement, including any appeal and any action for enforcement or recognition of any judgment relating thereto, and the parties hereby irrevocably agree that all claims in respect of such action or proceeding may not be heard or determined in any court or before any panel other than the District Court for Johnson County, Kansas or the United States District Court for the District of Kansas. A final judgment in any such action or proceeding will be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any manner provided by law. The parties hereby irrevocably waive, to the fullest extent they may legally and effectively do so, any objection they may have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in the District Court for Johnson County, Kansas or the United States District Court for the District of Kansas. The parties hereby irrevocably waive, to the fullest extent they may legally and effectively do so, the defense of an inconvenient forum to the maintenance of any suit, action or proceeding in any such court. The parties irrevocably consent to service of process in any suit, action or proceeding in any manner provided by law.

22. Expenses . If either party brings any legal action or other proceeding to enforce or interpret any of the rights, obligations or provisions of this Agreement, or because of a dispute, breach or default in connection with any of the provisions of this Agreement, the prevailing party is entitled to recover from the non-prevailing party reasonable attorneys’ fees and all other costs in such action or proceeding in addition to, but without duplication, any other relief to which the prevailing party may be entitled.

23. No Mitigation; No Offset . If Dehaemers’s employment is terminated, he will be under no obligation to seek other employment and amounts due him under this Agreement will not be offset by any remuneration attributable to any subsequent employment that he may obtain.

24. Withholdings; Deductions . The Company and GP may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Dehaemers.

 

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25. Deferred Compensation . This Agreement is intended to comply with Section 409A of the Code or an exemption therefrom and will be administered in a manner that is intended to meet those requirements and will be construed and interpreted in accordance with such intent. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. To the extent that an award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, except as Dehaemers and the Board otherwise determine in writing, the award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, including regulations or other guidance issued with respect thereto, such that the grant, payment, settlement or deferral will not be subject to the excise tax applicable under Section 409A of the Code. Any provision of this Agreement that would cause the award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code will be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A of the Code and in no event shall any Constituent Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Dehaemers on account of non-compliance with Section 409A of the Code.

[Signature page follows.]

 

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The parties have executed this Agreement effective for all purposes as of the Effective Date.

 

 

Signature Page to Third Amended and Restated Employment Agreement

Exhibit A

Dehaemers Authorization

Dehaemers shall have the authority to take the following actions on behalf of the Company and the Partnership Entities at all times during the Employment Period:

1. obligate or cause any such entity to create, assume, incur or modify, either directly or indirectly, any Debt (or increase the maximum amount that may be borrowed under any existing credit facility) that, combined with the amount of all other Debt created, assumed, incurred or modified during the calendar year for which Board approval was not otherwise obtained do not exceed $50 million in any calendar year; provided, that such Debt does not violate the terms of any other then-existing Debt of the Company and the Partnership Entities, and provided, further that the borrowing of funds under committed lines of credit approved by the Board to fund the working capital needs of the Company and the Partnership Entities or to fund expenditures authorized in the annual budget approved by the Board shall not count toward such dollar limitation;

2. cause any such entity to make or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion of existing assets or properties that involves a total purchase price or cost that, combined with the purchase price or cost of all other acquisitions and dispositions during the calendar year for which Board approval was not otherwise obtained are less than or equal to $50 million in the aggregate;

3. allow or cause any such entity to grant Liens on its assets as security for Debt that does not violate the terms of any then-existing Debt of the Company and the Partnership Entities;

4. engage investment bankers, attorneys, accountants, consultants, brokers, agents and advisors for all corporate purposes (in consultation with the Board for transactions requiring Board approval);

5. obtain insurance (other than D&O insurance) for any such entity of the types and in amounts that are prudent and customary relative to such entity’s assets and operations;

6. control matters affecting the rights and obligations of any such entity, including the conduct of any litigation or arbitration proceedings and incurring of legal expenses and the settlement of claims, arbitration proceedings and litigation; provided, however that settlement of any litigation or arbitration proceeding which requires the payment by any such entity of an amount in excess of $2.5 million shall require Board approval;

7. obligate or cause any such entity to open, maintain and close banking and custodial accounts;

8. represent any such entity before any governmental authority or regulatory agency and to make all necessary or appropriate filings before such authority or agency;

9. obligate or cause any such entity to approve, enter into or amend contracts that do not otherwise require Board approval;

 

A-1

10. operate the Rockies Express Pipeline LLC, a Delaware limited liability company (“ REX ”), in accordance with the terms of the Operations and Reimbursement Agreement, effective as of January 1, 2008, by and between Tallgrass NatGas Operator LLC, formerly known as Kinder Morgan NatGas Operator LLC, a Delaware limited liability company, and REX, subject Board approval for actions not authorized under this Exhibit A ; and

11. take other actions as deemed by Dehaemers to be necessary and advisable to carry out the affairs of any such entity that are not specifically reserved to the Board.

For purposes of this Exhibit A :

“ Debt ” means, as to any Person, without duplication, (a) all borrowed money of such Person (including principal, interest, fees and charges), whether or not evidenced by bonds, debentures, notes or similar instruments; (b) all obligations to pay the deferred purchase price of property or services; (c) all obligations, contingent or otherwise, with respect to the maximum face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person, and all unpaid drawings in respect of such letters of credit, bankers’ acceptances and similar obligations; (d) all indebtedness secured by any Lien on any property held by such Person, whether or not such indebtedness has been assumed by such Person (provided, however, if such Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the fair market value of the property subject to such Lien at the time of determination); (e) the aggregate amount of all capitalized lease obligations of such Person; (f) all Debt of any partnership of which such Person is a general partner; and (g) all monetary obligations of such Person under (i) a so-called synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). Notwithstanding the foregoing, Debt shall not include trade payables and accrued expenses incurred by such Person in accordance with customary practices and in the ordinary course of business of such Person.

“ Lien ” means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including, without limitation, an interest in respect of a capital lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association, governmental authority or political subdivision thereof or other entity.

 

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Exhibit B

Restricted Area

The following parishes in the State of Louisiana:

Acadia

Allen

Ascension

Assumption

Avoyelles

Beauregard

Bienville

Bossier

Caddo

Calcasieu

Caldwell

Cameron

Catahoula

Claiborne

Concordia

De Soto

East Baton Rouge

East Carroll

East Feliciana

Evangeline

Franklin

Grant

Iberia

Iberville

Jackson

Jefferson Davis

Jefferson

Lafayette

Lafourche

LaSalle

Lincoln

Livingston

Madison

Morehouse

Natchitoches

Orleans

Ouachita

Plaquemines

Pointe Coupee

Rapides

Red River

 

B-1

Richland

Sabine

St. Bernard

St. Charles

St. Helena

St. James

St. John The Baptist

St. Landry

St. Martin

St. Mary

St. Tammany

Tangipahoa

Tensas

Terrebonne

Union

Vermilion

Vernon

Washington

Webster

West Baton Rouge

West Carroll

West Feliciana

Winn

 

B-2

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is entered into effective as of [●], 2019 (the “ Effective Date ”), by and among Tallgrass Management, LLC, a Delaware limited liability company (the “ Company ”), Tallgrass Energy GP, LLC, a Delaware limited liability company (the “ General Partner ”), and [●], an individual (“ Executive ”).

RECITALS

WHEREAS , Executive is currently employed as [●] of the Company; and

WHEREAS , reference is made to that certain Purchase Agreement, dated as of January 30, 2019, by and among Tallgrass Energy Holdings, LLC and certain other Sellers named in the Purchase Agreement, as Sellers, Prairie GP Acquiror LLC, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP, as Acquirors, and David G. Dehaemers, John T. Raymond and Frank J. Loverro, as Seller Representatives (the “ Purchase Agreement ”); and

WHEREAS , this Agreement is being entered into in connection with the transactions contemplated by the Purchase Agreement; and

WHEREAS , following the Closing (as defined in the Purchase Agreement), the Company desires to continue to employ Executive and Executive desires to continue to be employed by the Company and serve as an executive of the Partnership Entities (as defined below), on the terms set forth herein following the Closing.

NOW, THEREFORE , for and in consideration of the mutual promises, covenants, and obligations contained herein and in the Purchase Agreement, and other good and valuable consideration, the parties agree as follows:

1. Employment . The Company agrees to continue to employ Executive and Executive agrees to continue to be employed by the Company as the Company’s [●](the “ Position ”) upon the terms and conditions of this Agreement until such employment is terminated as provided in Section 7 . Executive will report to the [●] of the Company. So long as Executive is employed by the Company in the Position, each of the General Partner, Tallgrass Equity, LLC and Tallgrass MLP GP, LLC (collectively, the “ Partnership Entities ”) agrees that Executive will also serve as and be appointed in the same Position for each of the Partnership Entities. The period in which Executive is employed by the Company hereunder is referred to as the “ Employment Period .”

2. Compensation .

(a) For all services rendered by Executive to the Company, the Partnership Entities and each of the downstream affiliates of the Partnership Entities (the Partnership Entities and such downstream affiliates, the “ Constituent Companies ”), the Company will pay Executive an annualized base salary of not less than $[●] (“ Base Salary ”), which will accrue and be payable in arrears in accordance with the Company’s general payroll practices (and any increase in Base Salary during the Employment Period shall then be referred to as “Base Salary” for the purposes of this Agreement).

(b) Executive shall be eligible to receive a bonus for the 2019 calendar year (the “ 2019 Bonus ”) and a bonus for 2020 calendar year (the “ 2020 Bonus ”), which 2019 Bonus and 2020 Bonus shall each be equal to a minimum of [●]% of Executive’s Base Salary and a maximum of at least [●]% of Executive’s Base Salary. Each of the 2019 Bonus and 2020 Bonus shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies or determines the amount of each such bonus following the end of the applicable calendar year, but in no event later than March 15 ^th following the end of such calendar year. For the 2021 calendar year and each subsequent complete calendar year that Executive is employed by the Company hereunder, Executive shall be eligible for discretionary bonus compensation (the “ Annual Bonus ”). The performance targets for the applicable calendar year (the “ Bonus Year ”) that must be achieved in order to be eligible for certain bonus levels shall be established by the Board (or a committee thereof) annually, in its sole discretion. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the Bonus Year have been achieved, but in no event later than March 15 ^th following the end of such Bonus Year. Notwithstanding anything in this Section 2(b) to the contrary, (i) Executive shall be paid the 2019 Bonus and 2020 Bonus only if Executive remains continuously employed by the Company from the Effective Date through December 31, 2019 for the 2019 Bonus (and regardless of whether Executive is employed by the Company after December 31, 2019) and December 31, 2020 for the 2020 Bonus (and regardless of whether Executive is employed by the Company after December 31, 2020), and (ii) the Annual Bonus, if any, shall only be payable for a particular Bonus Year if Executive remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus is paid.

(c) During the Employment Period, Executive shall be eligible to participate in the Company’s equity incentive plan(s), as in effect from time to time. Any award(s) granted to Executive shall be on such terms and conditions as the Board shall determine.

(d) All payments made, and benefits provided, by the Company to Executive under this Agreement are subject to any applicable withholding and other applicable taxes.

3. Additional Benefits; Expenses; Liability Insurance .

(a) During the Employment Period, Executive will be eligible for additional benefits, by way of insurance, hospitalization and vacations normally provided to senior executives of the Company, pursuant to the terms of those plans, programs and policies of the Company in effect during Executive’s employment with the Company, and such additional benefits, if any, as determined by the Board of Directors of the General Partner (the “ Board ”).

(b) The Company will reimburse Executive for all ordinary and necessary out-of-pocket expenses incurred and paid by Executive in the course of the performance of Executive’s duties pursuant to this Agreement and consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, and subject to the Company’s requirements with respect to the manner of approval and reporting of these expenses.

 

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(c) So long as Executive is employed under this Agreement and thereafter so long as Executive is subject to any possible claim, the Company and the Partnership Entities will purchase and maintain in effect for the benefit of Executive one or more valid and enforceable policies of directors and officers liability insurance providing, in all respects, coverage at least as beneficial to Executive as that provided pursuant to the insurance policies in place on the date hereof. In addition, if Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ Proceeding ”), other than any Proceeding initiated by Executive or the Company related to any contest or dispute between Executive and the Company, a Partnership Entity or an affiliate of the Company or a Partnership Entity with respect to this Agreement or Executive’s employment hereunder, by reason of the fact that Executive is or was a director or officer of the Company, a Partnership Entity or an affiliate of the Company or a Partnership Entity, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, Executive shall be indemnified and held harmless by the Company and the Partnership Entities to the maximum extent permitted under applicable law and the Company’s or such Partnership Entity’s governing documents from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (1) a written request for payment; (2) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (3) an undertaking adequate under applicable law made by or on behalf of Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company and the Partnership Entities under this Agreement.

4. Duties . During the Employment Period, Executive will (a) devote Executive’s reasonable best efforts and entire business time (other than as a result of illness or disability) to further the interests of the Company and the Constituent Companies, (b) perform diligently, to the reasonably best of Executive’s abilities, the usual and customary duties and services appertaining to Executive’s Position (other than as a result of illness or disability), as well as such additional duties and services appropriate to Executive’s Position that the Company may lawfully and reasonably request from time to time, (c) truthfully and accurately maintain and preserve the records of the Company and the Constituent Companies, and (d) fully account for all monies and other property of the Company or any of the Constituent Companies over which Executive may from time to time have in Executive’s custody and deliver the same to the Company or its designee to the extent reasonably directed to do so; provided that, so long as it does not materially interfere with Executive’s duties, nothing herein will preclude Executive from accepting appointment to or continuing to serve on any board of directors (or similar governing body) or as trustee of any business (not competing with any of the Constituent Companies) or any charitable organization, from engaging in charitable and community activities, from delivering lectures and fulfilling speaking engagements, or from directing and managing Executive’s personal investments and those of Executive’s family.

 

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5. Covenant Not to Compete . Executive acknowledges that, during Executive’s employment with the Company, Executive, at the expense of the Company and the Constituent Companies, has and will establish favorable relations with the customers to, and regulators of, the Company and the Constituent Companies and has and will receive and have access to the intellectual property and confidential information of the Company and the Constituent Companies. Therefore, in consideration of these relationships, Executive’s employment with the Company, and to further protect the intellectual property and confidential information of the Company and the Constituent Companies, Executive agrees that, during the term of Executive’s employment by the Company and (i) if the voluntary or involuntary termination of Executive’s employment for any or no reason occurs on or before December 31, 2020, for a period of two years from the date of such termination, or (ii) if the voluntary or involuntary termination of Executive’s employment for any or no reason occurs on or after January 1, 2021, until the later of (x) December 31, 2022, and (y) the one-year anniversary of such termination, Executive will not, directly or indirectly, without the express written consent of the Board except when and as requested to do in and about the performance of Executive’s duties under this Agreement:

(a) own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, principal, member, manager, shareholder, employee, agent, representative, consultant or independent contractor of, or in any way assist any person or entity in the conduct of, any business located in or doing business in the Restricted Area that is engaged in any business competitive to any business engaged in by a Constituent Company during the term of Executive’s employment by the Company, including, but not limited to, any business that is engaged in the interstate transportation via pipeline of natural gas, petroleum or petroleum byproducts; provided, however, that notwithstanding the foregoing, Executive may own passive investments of up to 5% of the outstanding equity securities in any entity that is listed upon a national stock exchange or actively traded in the over-the-counter market so long as Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such entity and is not involved in, directly or indirectly: (i) controlling, directing, managing or operating or (ii) participating in the control, direction, management or operation of such entity or its business or affairs; provided, further, that, notwithstanding the foregoing, Executive may passively invest money with private equity firms or other private entities (or related investment funds or vehicles) that make investments in competing portfolio companies, so long as Executive does not have the power, directly or indirectly, to control or direct the activities of the private equity firm or other private entity (or related investment funds or vehicles) and is not involved in, directly or indirectly, (x) controlling, directing, managing or operating or (y) participating in the control, direction, management or operation of the investment in any competing portfolio company or such competing portfolio company’s business or affairs; or

(b) entice or induce any person who has an employee or independent contractor relationship with the Company or any Constituent Company and with whom Executive had contact, directly or indirectly, during the term of Executive’s employment to change or end such relationship for the purpose of engaging in a business in competition with any business engaged in by the Company or any Constituent Company during the term of Executive’s employment by the Company or hire any such person.

 

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As used herein, “ Restricted Area ” shall mean the areas listed on Exhibit A , and any other area where a Constituent Company is engaged (or where the Board or management has taken overt, significant actions, such as public disclosure or expending material costs, to become engaged) in business during the period that Executive is employed by a Constituent Company.

6. Specific Performance . Recognizing that irreparable damage will result to the Company and the Constituent Companies in the event of the breach of any of the foregoing covenants and assurances by Executive contained in Section 5 , and that the Constituent Companies’ remedies at law for any such breach or threatened breach will be inadequate, the Company and the other Constituent Companies, in addition to all such other remedies that may be available to them, will be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining Executive, and each and every person and entity acting in concert or participation with Executive, from the continuation of the breach. Neither the Company nor any other Constituent Company will be required to obtain a bond in an amount greater than $1,000. The covenants and obligations of Executive set forth in Section 5 are in addition to and not in lieu of or exclusive of any other obligations and duties of Executive to the Company or the other Constituent Companies, whether express or implied in fact or in law.

7. Termination .

(a) Executive’s employment by the Company will terminate immediately (unless otherwise determined by the Board) upon the occurrence of Executive’s death or Executive’s mental or physical incapacity or inability to perform the essential functions of Executive’s job (after accommodating for any reasonable accommodation, if available and required by law) for a consecutive period of 90 days or a non-consecutive period of 120 days during any 12-month period, as reasonably determined by the Board after consultation with an independent physician selected by the Company (such periods to be extended if appropriate as a reasonable accommodation for a disability).

(b) The Company may terminate Executive’s employment for Cause or without Cause. “ Cause ” means: (1) Executive’s conviction of, or plea of nolo contendere to, any crime or offense constituting a felony under applicable law, other than any motor vehicle violations for which no custodial penalty is imposed; (2) Executive’s commission of fraud or embezzlement against the Company or any other Constituent Company; (3) gross neglect by Executive of, or gross or willful misconduct by Executive in connection with the performance of, Executive’s duties to the Company or any other Constituent Company; (4) Executive willfully fails or refuses to carry out the reasonable and lawful instructions of the person to whom Executive reports (other than as a result of illness or disability) with respect to those matters reserved to such person; (5) Executive’s failure to perform the duties and responsibilities of the Position as Executive’s primary business activity, provided that, so long as it does not materially interfere with Executive’s duties on behalf of the Company or another Constituent Company or violate Section 5 , nothing herein will

 

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preclude Executive from accepting appointment to or continuing to serve on any board of directors (or similar governing body) or as trustee of any business corporation (not competing with any Constituent Company) or any charitable organization, from engaging in charitable and community activities, from delivering lectures and fulfilling speaking engagements, or from directing and managing Executive’s personal investments and those of Executive’s family; (6) a judicial determination that Executive has breached Executive’s fiduciary duties with respect to the Company or any Constituent Company; (7) Executive’s willful and material breach of Executive’s obligations in any agreement between Executive and a Constituent Company that Executive failed to cure, if curable, within 30 days following written notice thereof, specifically identifying such willful and material breach, having been delivered to Executive by the Company.

(c) Executive may terminate Executive’s employment with the Company with good reason or without good reason. A “ Resignation for Good Reason ” means Executive’s resignation for good reason (as defined below) if (x) Executive provides written notice to the Company describing in reasonable detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (“ Good Reason Termination Date ”), which date is not earlier than 30 days after the date such notice is provided to the Company (“ Notice Delivery Date ”) and not later than 90 days after the Notice Delivery Date and (y) the Company does not remedy the event prior to the Good Reason Termination Date. For purposes of this Agreement, Executive has “good reason” if there occurs without Executive’s prior written consent:

(i) a material diminution of Executive’s duties and responsibilities to the Company or any Constituent Company to a level inconsistent with those of the Position;

(ii) a material reduction in Executive’s Base Salary or, as applicable, the 2019 Bonus, 2020 Bonus, or target Annual Bonus below 100% of Executive’s Base Salary or a material reduction in the aggregate welfare benefits provided to Executive (not including any reduction related to a broader compensation or benefit reduction that is not limited to Executive specifically);

(iii) a willful or intentional breach of this Agreement by the Company; or

(iv) relocation of Executive’s primary work location to a location that is not within 30 miles of either Leawood, Kansas, or Lakewood, Colorado.

(d) If (x) Executive’s employment with the Company is terminated pursuant to Section 7(a) , (y) the Company terminates Executive’s employment for Cause or (z) Executive terminates Executive’s employment other than as a result of a Resignation for Good Reason, the Company will pay or provide to Executive:

(i) such unpaid salary as Executive has earned up to the date of termination; and

 

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(ii) the other benefits and other amounts due Executive under Section 3 or as otherwise required by applicable law, as Executive has earned up to the date of Executive’s termination.

(e) If (x) the Company terminates Executive’s employment without Cause or (y) Executive terminates his or her employment as a result of a Resignation for Good Reason, the Company will pay or provide to Executive:

(i) such unpaid salary as Executive has earned up to the date of termination;

(ii) an amount equal to two times the sum of (1) Executive’s Base Salary immediately prior to Executive’s termination date (or, if greater, as of the Effective Date), plus (2) the amount of Executive’s bonus provided in Section 2(b) (2019 Bonus, 2020 Bonus or Annual Bonus, as applicable) most recently paid (or, if greater, the minimum bonus payable pursuant to Section 2(b) for such termination year without giving effect to the last sentence of Section 2(b)) to Executive prior to the date on which Executive’s termination occurs, with such amount payable as a lump sum within 60 days after the termination of Executive’s employment; and

(iii) such other benefits and other amounts due Executive under Section 3 or as otherwise required by applicable law, as Executive has earned up to the date of termination.

Except as provided in Section 7(h) , any payment under this Section 7(e) must be made within 60 days after the termination of Executive’s employment; provided, however, if the termination of Executive’s employment is not a “separation from service” as described in Treas. Reg. § 1.409A-1(h) (a “ Section 409A Separation ”), such payment will be delayed until Executive’s Section 409A Separation.

(f) As a condition to receiving the termination payment provided in Section 7(e)(ii) , Executive will: (i) abide by all of Executive’s post-separation obligations hereunder (and in any other agreement between Executive and a Constituent Company) and (ii) execute and deliver to the Company in the time provided by the Company to do so (and not exercise any revocation right in any time provided by the Company to do so) a release, in a form reasonably satisfactory to the Company (the “ Release ”), releasing all claims arising out of Executive’s employment or affiliation with the Company and any Constituent Company or the termination of such employment or affiliation (other than all claims to severance payments Executive may have under this Section 7 , Executive’s rights under any of the Company’s incentive compensation and employee benefit plans and programs to which Executive is entitled under this Agreement, any claim for any tort for personal injury not arising out of or related to this termination).

(g) So long as Executive is an employee of the Company and thereafter (including after the termination of Executive’s employment), Executive will not make any disparaging comment in any format, whether written, electronic or oral, to any client, customer, account, supplier, service provider, agency, regulator, employee, the media, or

 

7

any other person or entity regarding the Company or any Constituent Company or any of their clients, customers, accounts, suppliers, service providers, employees, agents, regulators, officers or directors or otherwise relating to the business of the Company or any Constituent Company. Notwithstanding the foregoing, nothing herein (or in the Confidentiality Agreement) shall prevent Executive from making a good faith report of possible violations of applicable law to any governmental agency, or making disclosures that are protected under the whistleblower provisions of applicable law and, pursuant to the federal Defend Trade Secrets Act, Executive shall not be held criminally or civilly liable for the disclosure of a trade secret that is: (A) made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (y) solely for the purpose of reporting or investigating a suspected violation of law; (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (C) protected under the whistleblower provisions of applicable law. In the event Executive files a lawsuit for retaliation by a Constituent Company for reporting of a suspected violation of law, Executive may (i) disclose a trade secret to Executive’s attorney and (ii) use the trade secret information in the court proceeding related to such lawsuit, in each case, if Executive (1) files any document containing such trade secret under seal; and (2) does not otherwise disclose such trade secret, except pursuant to court order. For the avoidance of doubt, nothing herein or in any other agreement between Executive and a Constituent Company shall prevent Executive from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the U.S. Securities and Exchange Commission (the “ SEC ”) or any other governmental or regulatory agency, entity, or official(s) (collectively, “ Governmental Authorities ”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to an employee individually from any Governmental Authority; (iii) testifying, participating or otherwise assisting in an action or proceeding by any Governmental Authorities relating to a possible violation of law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or any other Governmental Authority. This Agreement shall not be construed or applied to require Executive to obtain prior authorization from a Constituent Company before engaging in any of the foregoing conduct or to notify a Constituent Company of having engaged in any such conduct.

(h) If Executive is a “Specified Employee” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“ Code ”)) as of the date of Executive’s termination of employment, as determined by the Company, and any equity security of the Company or any Constituent Company is publicly traded on an established securities market or otherwise, the payment of any amount under this Agreement on account of Executive’s Section 409A Separation that is deferred compensation subject to the provisions of Code Section 409A and not otherwise excluded from Code Section 409A, will not be paid until the later of the first business day that is six months after the date after Executive’s Section 409A Separation or the date the payment is otherwise payable under this Agreement (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed will be paid or reimbursed to Executive in a lump sum, without interest, and any remaining payments due under this Agreement will be paid or provided in accordance with the normal payment dates specified herein.

 

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(i) All reimbursement and in-kind benefits provided pursuant to this Agreement will be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv) such that any reimbursement or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (1) the amounts reimbursed and in-kind benefits provided under this Agreement, other than with respect to medical benefits, during Executive’s taxable year may not affect the amount reimbursed or in-kind benefit provided in any other taxable year, (2) the reimbursement of an eligible expense will be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, and (3) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit.

8. Cooperation Regarding Litigation . So long as Executive is an employee of the Company and thereafter for a period of two years (including after the termination of Executive’s employment), Executive will reasonably cooperate with the Company and any Constituent Company by being available to testify on behalf of the Company or any Constituent Company, in any action, suit, or proceeding (whether civil, criminal, administrative or investigative) and reasonably assist the Company or any Constituent Company in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company or any Constituent Company, as requested. The Company will promptly reimburse Executive for all reasonable expenses incurred by Executive in connection with Executive’s provision of testimony or assistance.

9. No Conflict . Executive represents and warrants to the Company and each Partnership Entity that neither the execution nor delivery of this Agreement, nor the performance of Executive’s obligations under this Agreement will conflict with, or result in a breach of, any term, condition, or provision of, or constitute a default under, any obligation, contract, agreement, covenant or instrument to which Executive is a party or under which Executive is bound, including, without limitation, the breach by Executive of a fiduciary duty to any former employers.

10. Waiver of Breach . Failure of the Company or any Partnership Entity to demand strict compliance with any of the terms, covenants or conditions hereof will not be deemed a waiver of the term, covenant or condition, nor will any waiver or relinquishment by the Company or any Partnership Entity of any right or power under this Agreement at any one time or more times be deemed a waiver or relinquishment of the right or power at any other time or times.

11. Entire Agreement; Amendment . This Agreement cancels and supersedes all previous agreements other than the Confidentiality Agreement and Assignment of Inventions, by and between Executive and the Company, entered into in connection with Executive’s employment by the Company (the “ Confidentiality Agreement ”) relating to the subject matter of this Agreement, written or oral, between the parties. This Agreement and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof and may not be amended, modified or supplemented in any manner whatsoever except as otherwise provided herein or in writing signed by each of the parties. For the avoidance of doubt, Executive’s equity award agreements outstanding as of the Effective Date are not canceled or superseded by this Section 11 ; provided, however , as of the Effective Date, the non-competition and non-solicitation obligations set forth in equity award agreements outstanding as of the Effective Date shall no longer be in effect.

 

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12. Potential Unenforceability of any Provision . If a final judicial determination is made that any provision of this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement will be rendered void only to the extent that a judicial determination finds the provisions unenforceable, and the unenforceable provisions will automatically be reconstituted and become a part of this Agreement, effective as of the date of this Agreement, to the maximum extent in favor of the Company and the Partnership Entities that is lawfully enforceable. A judicial determination that any provision of this Agreement is unenforceable will not render the entire Agreement unenforceable, but rather this Agreement will continue in full force and effect absent any unenforceable provision to the maximum extent permitted by law.

13. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and do not restrict or otherwise modify any of the terms or provisions of this Agreement.

14. Governing Law . This Agreement is governed by the laws of the State of Kansas applicable to agreements made and to be performed entirely within the State, including all matters of enforcement, validity and performance.

15. Notice . Any notice, request, consent or communication under this Agreement is effective only if it is in writing any (a) personally delivered or (b) sent by a nationally recognized overnight delivery service, with delivery confirmed, addressed as follows:

If to the Company:

Tallgrass Management, LLC

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

Attn: General Counsel

If to Executive:

[●]

or such other persons or to such other addresses as may be furnished in writing by any party to the other party, and will be deemed to have been given only upon its delivery in accordance with this Section 15 .

16. Assignment . This Agreement is personal and not assignable by Executive. This Agreement may be assigned by the Company or General Partner without notice to or consent of any other party of this Agreement; provided that, such assignment must be to a Constituent Company. Except as described in the preceding sentence, this Agreement is not assignable by any party hereto without the consent of all the parties to this Agreement.

17. Survival of Obligations . All obligations of Executive that by their nature involve performance, in particular, after the expiration or termination of this Agreement, or that cannot be ascertained to have been fully performed until after the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.

 

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18. Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which constitute one agreement that is binding upon each of the parties, notwithstanding that all parties are not signatories to the same counterpart.

19. Consent to Jurisdiction and Venue . The parties hereby submit to the exclusive jurisdiction of the District Court for Johnson County, Kansas or the United States District Court for the District of Kansas in any action or proceeding arising out of or relating to this Agreement, including any appeal and any action for enforcement or recognition of any judgment relating thereto, and the parties hereby irrevocably agree that all claims in respect of such action or proceeding may not be heard or determined in any court or before any panel other than the District Court for Johnson County, Kansas or the United States District Court for the District of Kansas. A final judgment in any such action or proceeding will be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any manner provided by law. The parties hereby irrevocably waive, to the fullest extent they may legally and effectively do so, any objection they may have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in the District Court for Johnson County, Kansas or the United States District Court for the District of Kansas. The parties hereby irrevocably waive, to the fullest extent they may legally and effectively do so, the defense of an inconvenient forum to the maintenance of any suit, action or proceeding in any such court. The parties irrevocably consent to service of process in any suit, action or proceeding in any manner provided by law.

20. Expenses . If either party brings any legal action or other proceeding to enforce or interpret any of the rights, obligations or provisions of this Agreement, or because of a dispute, breach or default in connection with any of the provisions of this Agreement, the prevailing party is entitled to recover from the non-prevailing party reasonable attorneys’ fees and all other costs in such action or proceeding in addition to, but without duplication, any other relief to which the prevailing party may be entitled.

21. No Mitigation; No Offset . If Executive’s employment is terminated, Executive will be under no obligation to seek other employment and amounts due Executive under this Agreement will not be offset by any remuneration attributable to any subsequent employment that Executive may obtain.

22. Withholdings; Deductions . The Company and General Partner may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling and (b) any deductions consented to in writing by Executive.

23. Deferred Compensation . This Agreement is intended to comply with Section 409A of the Code or an exemption therefrom and will be administered in a manner that is intended to meet those requirements and will be construed and interpreted in accordance with such intent. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. To the extent that an award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, except as Executive and the Board otherwise determine in writing, the award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, including regulations or other

 

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guidance issued with respect thereto, such that the grant, payment, settlement or deferral will not be subject to the excise tax applicable under Section 409A of the Code. Any provision of this Agreement that would cause the award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code will be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A of the Code and in no event shall any Constituent Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A of the Code.

[Signature page follows.]

 

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The parties have executed this Agreement effective for all purposes as of the Effective Date.

 

TALLGRASS MANAGEMENT, LLC

By:

Name:
Title:

 

TALLGRASS ENERGY GP, LLC

By:

Name:
Title:

 

 

Signature Page to Employment Agreement

EXECUTIVE:

[●]

 

 

Signature Page to Employment Agreement

Exhibit A

Restricted Area

The following parishes in the State of Louisiana:

Acadia

Allen

Ascension

Assumption

Avoyelles

Beauregard

Bienville

Bossier

Caddo

Calcasieu

Caldwell

Cameron

Catahoula

Claiborne

Concordia

De Soto

East Baton Rouge

East Carroll

East Feliciana

Evangeline

Franklin

Grant

Iberia

Iberville

Jackson

Jefferson Davis

Jefferson

Lafayette

Lafourche

LaSalle

Lincoln

Livingston

Madison

Morehouse

Natchitoches

Orleans

Ouachita

Plaquemines

Pointe Coupee

Rapides

 

A-1

Red River

Richland

Sabine

St. Bernard

St. Charles

St. Helena

St. James

St. John The Baptist

St. Landry

St. Martin

St. Mary

St. Tammany

Tangipahoa

Tensas

Terrebonne

Union

Vermilion

Vernon

Washington

Webster

West Baton Rouge

West Carroll

West Feliciana

Winn

 

A-2