Mr. Arburua, age 50, is currently serving, and has served since September 2012, as the Chief Executive Officer and Managing Executive Director of Enagás. Between 1992 and 1997, he was General Secretary of the Spanish National Confederation of Young Entrepreneurs. He foundedDEF-4 patents and trademarks, which he sold to Garrigues Andersen in 1997, becoming its General Director. Among other senior positions, he was the International Director of Aldeasa, General Director of EMTE and, after the company’s merger with COMSA, General Director of COMSA EMTE. He also served as President of FEVE, a Spanish railway company. From 2002 to 2004, he was a Member of the European Parliament. Currently, in addition to his executive positions in Enagás, he is a Trustee of the Thyssen-Bornemisza Collection Foundation and the Transforma España Foundation and was previously a board member of the Basque Energy Agency. He holds a Bachelor’s degree in Industrial Engineering from the Higher Technical School of Engineering (ICAI) of the Universidad Pontificia de Comillas and has completed the Global CEO Program and the Advanced Management Program, both from the IESE Business School in Spain.
Director Indemnification Agreements
Effective March 11, 2019, TGE GP and TGE entered into indemnification agreements (collectively, the “Indemnification Agreements”) with each of the Continuing Directors and the New Directors. Under the terms of the Indemnification Agreements, TGE agrees to indemnify and hold each director (collectively, the “Indemnitees”) 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, or other amounts and any and all “expenses” (as defined in the Indemnification Agreements) 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 otherwise, whether made pursuant to federal, state, or local law, whether formal or informal, and including appeals, in each case, which the 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 TGE GP or is or was serving at the request of TGE GP or TGE as a manager, managing member, general partner, director, officer, fiduciary, trustee, or agent of any other entity, organization, or person of any nature. TGE has also agreed to advance the expenses of an Indemnitee relating to the foregoing. To the extent that a change in the laws of the State of Delaware permits greater or lesser indemnification under any statute, agreement, organizational document, or governing document than would be afforded under the Indemnification Agreements as of the date of the Indemnification Agreements, the Indemnitee shall enjoy or be subject to the greater or lesser benefits so afforded by such change.
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of Indemnification Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated by reference herein.
Employment Agreements
Third Amended and Restated Employment Agreement with David G. Dehaemers, Jr.
Effective March 11, 2019, TGE GP and Tallgrass Management, LLC (“Tallgrass Management”) entered into a third amended and restated employment agreement (the “Dehaemers Employment Agreement”) with Mr. Dehaemers, which supersedes and replaces his second amended and restated employment agreement. Pursuant to the Dehaemers Employment Agreement, Mr. Dehaemers agreed to continue to serve as President and Chief Executive Officer of TGE GP until December 31, 2019 and as a director of TGE GP until December 31, 2020, in each case, unless earlier terminated in accordance with the terms of the Dehaemers Employment Agreement. Under the terms of the agreement, Mr. Dehaemers is entitled to receive an annual salary of $500,000, as well as cash bonus compensation of $1,000,000 for each full or partial calendar year that Dehaemers is employed by TGE GP during the period of his employment (provided that Dehaemers will not be entitled to such cash bonus in any calendar year in which he is terminated for “cause” (as defined below) prior to December 31st of that year). While employed by TGE GP, Mr. Dehaemers is entitled to receive (i) benefits that are normally provided to senior executives of Tallgrass Management, (ii) reimbursement for all ordinary and necessaryout-of-pocket business expenses incurred by Mr. Dehaemers, and (iii) coverage under a policy of director and officer liability insurance. Following the cessation of Mr. Dehaemers’ employment by TGE GP, but while his service as a director of TGE GP continues, in addition to the continuation of the foregoing benefits, Mr. Dehaemers is entitled to receive compensation for his service as a director of TGE GP in accordance with TGE’snon-employee director compensation policy. Mr. Dehaemers’ employment is“at-will” and may be terminated at any time.
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