HERITAGE PROPANE PARTNERS L P
EMPLOYMENT AGREEMENT - JAMES E. BERTELSMEYER
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>h82336ex10-7.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JAMES E. BERTELSMEYER
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.7

                             HERITAGE HOLDINGS, INC.

                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is entered into effective as of
the Closing ("Effective Date") by and between Heritage Holdings, Inc., a
Delaware corporation ("Company"), and James E. Bertelsmeyer ("Employee").

                                    RECITALS

         WHEREAS, Employee is currently an employee of the Company; and

         WHEREAS, the Company desires for Employee to continue with the Company
and Employee is willing to continue with the Company, on the terms and
conditions herein set forth;

         NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties, and agreements contained herein, and for other
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATIONS

         1.1 DEFINITIONS

         For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the
following respective meanings:

         "Accounting Firm" shall have the meaning specified in Section
4.5(d)(iii).

         "Base Salary" shall have the meaning specified in Section 3.1.

         "Board" shall mean the Board of Directors of the Company.

         "Change of Control" shall mean the date that (i) the Specified Entities
cease to own, directly or indirectly through wholly-owned subsidiaries, in the
aggregate at least 35% of the capital stock of the Company and (ii) either
Designated Current Manager, at any time from the date of Closing until the
earlier to occur of the third anniversary of Closing or such Designated Current
Manager ceasing to be employed by the Company, ceases to own at least 50% of the
common limited partner interests in Heritage Propane Partners, L.P., a Delaware
limited partnership ("Heritage MLP"), owned, directly or indirectly, by such
Designated Current Manager immediately after Closing.

         "Closing" shall mean the closing date of the purchase of Company stock
contemplated in the Stock Purchase Agreement, dated as of June 15, 2000, among
U.S. Propane, L.P. and the other parties thereto.



<PAGE>   2

         "Code" shall have the meaning specified in Section 4.5(d)(i).

         "Confidential Information" shall have the meaning specified in Section
5.1(a).

         "Continuation Period" shall have the meaning specified in Section
4.5(a).

         "Designated Current Manager" shall mean each of R.C. Mills and H.
Michael Krimbill, current executive officers of the Company, together with, in
the case of either such executive officer, the heirs of, and trusts for the
benefit of family members controlled by, such executive officer.

         "Disability" shall mean a physical or mental condition of Employee
that, in the good faith judgment of not less than a majority of the entire
membership of the Board (excluding Employee, if Employee is then a member of the
Board), based upon certification by a licensed physician reasonably acceptable
to Employee and the Board, (i) prevents Employee from being able to perform the
services required under this Agreement, (ii) has continued for a period of at
least 180 days during any 12-month period, and (iii) is expected to continue.

         "Dispute" shall have the meaning specified in Article 6.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Expiration Date" shall have the meaning specified in Section 2.2.

         "Good Reason" shall mean any of the following:

         (i) the assignment to Employee of any duties materially inconsistent
with Employee's position (including a materially adverse change in Employee's
office, title and reporting requirements), authority, duties or
responsibilities;

         (ii) the Company's requiring Employee to be based at any location
outside the greater Jacksonville, Florida area;

         (iii) any termination by the Company of Employee's employment other
than as expressly permitted by this Agreement;

         (iv) any failure by the Company to comply with and satisfy Section 7.5
(requiring the Company to require any successor to expressly assume and agree to
perform all obligations under this Agreement); or

         (v) a breach or violation by the Company of any material provision of
this Agreement, which breach or violation remains unremedied for more than 30
days after written notice thereof is given to the Company by Employee.

For purposes of this definition, no act or failure to act on the Company's part
shall be considered a "Good Reason" unless Employee has given the Company
written notice of such act or failure to act within 30 days thereof and the
Company fails to remedy such act or failure to act within 15 days of its receipt
of such notice.


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<PAGE>   3

         "Gross-Up Payment" shall have the meaning specified in Section
4.5(d)(ii).

         "Misconduct" shall mean one or more of the following:

         (i) the willful and continued failure by Employee to perform
substantially his duties hereunder (other than any such failure resulting from
Employee's incapacity due to physical or mental illness) after written notice of
such failure has been given to Employee by the Company and Employee has had a
reasonable period (not to exceed 15 days) to correct such failure;

         (ii) conviction (or plea of nolo contendere) of Employee for any felony
or any other crime which is materially detrimental to the Company (monetarily or
otherwise);

         (iii) any act or omission by Employee which materially damages the
integrity, reputation or financial viability of the Company or its affiliates;

         (iv) a breach or violation by Employee of (a) any material provision of
this Agreement or (b) any material Company employment policy, which (in either
case), if capable of being remedied, remains unremedied for more than 15 days
after written notice thereof is given to Employee by the Company; or

         (v) chronic alcohol abuse or illegal drug use by Employee that is
determined by the Board to impair Employee's ability to perform his duties and
responsibilities hereunder.

For purposes of this definition, no act or failure to act on Employee's part
shall be considered "Misconduct" if done or omitted to be done by Employee in
good faith and in the reasonable belief that such act or failure to act was in
the best interest the Company or in furtherance of Employee's duties and
responsibilities hereunder.

         "Notice of Termination" shall mean a notice purporting to terminate
Employee's employment in accordance with Section 4.1(a) or 4.2. Such notice
shall specify the effective date of such termination, which date shall neither
be less than 30 (10 in the case of a termination by the Company for Misconduct)
nor more than 60 days after the date such notice is given. If such termination
is by Employee for Good Reason or by the Company for Disability or Misconduct,
such notice shall set forth in reasonable detail the reason for such termination
and the facts and circumstances claimed to provide a basis therefor. Any notice
purporting to terminate Employee's employment which is not in compliance with
the requirements of this definition shall be ineffective.

         "Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and any other
entity.

         "Qualifying Termination" shall have the meaning specified in Section
4.5.

         "Severance Plan" shall have the meaning specified in Section 4.5(a).

         "Specified Entities" shall mean any one or more of the following
entities: (i) Atmos Energy Corporation, a Texas and Virginia corporation, (ii)
Piedmont Natural Gas Company, Inc., a North Carolina corporation, (iii) AGL
Resources, Inc., a Georgia corporation, and (iv) TECO


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<PAGE>   4

Energy, Inc., a Florida corporation, or a successor to any entity referred to in
clause (i), (ii), (iii) or (iv) of this definition.

         "Successor" shall mean, with respect to a Specified Entity, any entity
in which the holders of capital stock of such Specified Entity outstanding
immediately prior to a consolidation, acquisition or merger involving such
Specified Entity hold, directly or indirectly, through wholly-owned
subsidiaries, immediately after such consolidation, acquisition or merger.

         "Term" shall have the meaning specified in Section 2.2.

         "Termination Date" shall mean the termination date specified in a
Notice of Termination delivered in accordance with this Agreement.

         "Total Payment" shall have the meaning specified in Section 4.5(d)(i).

         1.2 INTERPRETATIONS

         (a) In this Agreement, unless a clear contrary intention appears, (i)
the words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision, (ii) reference to any "Article" or "Section," means such
Article or Section hereof, (iii) the word "including" (and with correlative
meaning "include") means including, without limiting the generality of any
description preceding such term, (iv) the word "affiliate" has the meaning
stated in Rule 405 promulgated under the Securities Act of 1933, as amended, and
(v) where any provision of this Agreement refers to action to be taken by either
party, or which such party is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such party.

         (b) The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.

                                   ARTICLE 2
                   EMPLOYMENT; TERM; POSITION AND DUTIES; ETC.

         2.1 EMPLOYMENT

         The Company agrees to continue Employee's employment with the Company
and Employee agrees to remain in the employment of the Company, in each case on
the terms and conditions set forth in this Agreement.

         2.2 TERM OF AGREEMENT

         Unless sooner terminated pursuant to Article 4, the term of this
Agreement (the "Term") shall commence on the Effective Date and shall continue
until the second annual anniversary of the Effective Date (the "Expiration
Date"). Employee's continued employment, if any, after the expiration of the
Term shall be "at will" employment.


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<PAGE>   5

         2.3 POSITION AND DUTIES

         (a) While employed hereunder, Employee shall serve as the Chairman of
the Board. While so employed, the Chairman of the Board shall have the powers
conferred in the Bylaws of the Company and shall have and may exercise all of
the powers, functions, duties and responsibilities normally attributable to such
position. Employee shall have such additional duties and responsibilities
commensurate with such position as from time to time may be reasonably assigned
to Employee by the Board. While employed hereunder, Employee shall (i) report
directly to the Board and (ii) observe and comply with all lawful policies,
directions and instructions of the Board which are consistent with the foregoing
provisions of this paragraph (a).

         (b) While employed hereunder, Employee shall not be required to devote
more than 50% of his business time, attention, skill and efforts to the faithful
and efficient performance of his duties hereunder.

         (c) While employed hereunder, Employee shall conduct himself in such a
manner as not to intentionally and knowingly prejudice, in any material respect,
the reputation of the Company or any of its affiliates, including U.S. Propane,
L.P., or with the investment community or the public at large.

         2.4 PLACE OF EMPLOYMENT

         Employee's place of employment hereunder shall be in the greater
Jacksonville, Florida area, and, to the extent practical, may be performed at
his residence in such area. The location of Employee's residence shall not
relieve Employee of his obligations under Section 2.3(b).

                                   ARTICLE 3
                            COMPENSATION AND BENEFITS

         3.1 BASE SALARY

         (a) For services rendered by Employee under this Agreement, the Company
shall pay to Employee an annual base salary of $193,500.00 ("Base Salary"). The
Board shall review the Base Salary at least annually and may adjust the amount
of the Base Salary at any time as the Board may deem appropriate in its sole
discretion; provided, however, that in no event may the Base Salary be decreased
below the above stated amount without the prior written consent of Employee.

         (b) The Base Salary shall be payable in accordance with the Company's
payroll practice for its executives as it is earned.

         3.2 BUSINESS EXPENSES

         The Company shall, in accordance with the rules and policies that it
may establish from time to time for executives, reimburse Employee for business
expenses reasonably incurred in the performance of Employee's duties. Requests
for reimbursement for such expenses must be



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accompanied by appropriate documentation as required by such rules and policies.
In addition, Employee shall be provided a reasonable car allowance or
Company-provided car consistent with the car allowance or Company car provided
Employee, as the case may be, at the Effective Date.

         3.3 OTHER BENEFITS

         Employee shall be entitled to receive all employee benefits, fringe
benefits and other perquisites that may be offered by the Company to its
executives as a group, including participation by Employee and, where
applicable, Employee's dependents, in the various employee benefit plans or
programs (including pension plans, profit sharing plans, stock plans, health
plans, life insurance and disability insurance), subject to meeting the
eligibility requirements with respect to each of such benefit plans or programs.
However, nothing in this Section 3.4 shall be deemed to prohibit the Company
from making any changes in any of the plans, programs or benefits described
herein.

                                   ARTICLE 4
                            TERMINATION OF EMPLOYMENT

         4.1 TERMINATION BY EMPLOYEE; DEATH

         (a) Employee may, at any time prior to the Expiration Date, terminate
his employment hereunder for any reason by delivering a Notice of Termination to
the Board and the Chief Executive Officer of the Company.

         (b) Employee's employment hereunder shall terminate upon his death.

         4.2 TERMINATION BY THE COMPANY

         The Company may, at any time prior to the Expiration Date, terminate
Employee's employment hereunder for any reason by delivering a Notice of
Termination to Employee; provided, however, that in no event shall the Company
be entitled to terminate Employee's employment prior to the Expiration Date
unless the Board shall duly adopt, by the affirmative vote of at least a
majority of the entire membership of the Board (excluding Employee, if Employee
is then a member of the Board), a resolution authorizing such termination and
stating that, in the opinion of the Board, sufficient reason exists therefor.

         4.3 PAYMENT OF ACCRUED BASE SALARY, VACATION PAY, ETC.

         (a) Promptly upon the termination of Employee's employment for any
reason (including death), the Company shall pay to Employee (or his estate) a
lump sum amount for (i) any unpaid Base Salary earned hereunder prior to the
termination date, (ii) all unpaid benefits earned or vested, as the case may be,
by Employee as of the termination date under any and all incentive or deferred
compensation plans or programs of the Company and (iii) any amounts in respect
of which Employee has requested, and is entitled to, reimbursement in accordance
with Section 3.2.


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         (b) A termination of Employee's employment in accordance with this
Agreement under any Section of this Article 4 shall not alter or impair, nor
enhance or increase, any of Employee's rights or benefits under any employee
benefit plan or program or incentive or deferred compensation plan or program
maintained by the Company, in each case except as provided therein or in any
written agreement entered into between the Company and Employee pursuant
thereto.

         (c) If Employee's employment hereunder is terminated due to his death
or Disability, by Employee for a Good Reason, by the Company other than for
Misconduct, or upon a Change of Control of the Company, all Company-imposed
restrictions on the transferability of the Units (as defined in the Subscription
Agreement dated as of June 15, 2000, by and among Heritage MLP and the other
parties thereto (the "Subscription Agreement")) purchased by Employee on the
Closing shall automatically lapse in full on such date. Upon Employee's request
accompanied by Employee's certificate for Units, the Company shall cause a new
certificate to be issued to Employee for such Units without a legend referring
to such Company-imposed restrictions. A copy of such Company-imposed
restrictions is attached hereto as Annex II to the Subscription Agreement.

         4.4 DISABILITY PAYMENTS

         If Employee incurs a Disability, the Company may terminate Employee's
employment hereunder by delivering a Notice of Termination to Employee;
provided, however, in such event the Company shall continue to pay the Base
Salary to Employee, through the remainder of the Term (as determined without
regard to its earlier termination upon Employee's termination due to Disability
under this Section 4.4) until Employee's death, if earlier, at such regularly
scheduled times.

         4.5 OTHER BENEFITS

         The following provisions shall apply (i) following a Change of Control
or (ii) if Employee terminates his employment pursuant to Section 4.1 for Good
Reason or (iii) if the Company terminates Employee's employment pursuant to
Section 4.2 for any reason other than Misconduct (a "Qualifying Termination"):

         (a) Base Salary Payments. For the remainder of the Term (as determined
without regard to its earlier termination pursuant to Section 4.1(a) or 4.2 or
until Employee's death, if earlier (the "Continuation Period")), the Company
shall pay to Employee, at the regularly scheduled times, the Base Salary (as in
effect on the date on which the relevant Notice of Termination is given in
accordance with this Agreement). The amount payable to Employee under this
paragraph (a) is in lieu of, and not in addition to, any severance payment due
or to become due to Employee under any separate agreement or contract between
Employee and the Company or pursuant to any severance payment plan, program or
policy of the Company or any affiliate (collectively, "Severance Plan"). Any
severance amounts received by Employee under a Severance Plan shall be applied
as an offset to (reduce or eliminate, as the case may be) any future payments
otherwise to be made to Employee under this paragraph (a); i.e., no additional
payments shall be made under this paragraph (a) until the aggregate amount of
the offsets hereunder equals the severance amounts received by Employee under
the Severance Plan.


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         (b) Release. Notwithstanding anything in this Section 4.5 to the
contrary, as a condition to the receipt of any payment or benefit under this
Section 4.5, Employee must first execute and deliver to the Company a release in
a form prepared by the Company, releasing the Company, its officers, the Board,
employees and agents from any and all claims and from any and all causes of
action of any kind or character that Employee may have arising out of Employee's
employment with the Company or the termination of such employment, but excluding
any claims and causes of action that Employee may have arising under or based
upon this Agreement.

         (c) Parachute Tax.

                  (i) If the payments and benefits provided to Employee under
         this Agreement or under any other agreement with, or plan of, the
         Company (the "Total Payment") (A) constitute a "parachute payment" as
         defined in Section 280G of the Internal Revenue Code of 1986, as
         amended (the "Code") and exceed three times Employee's "base amount" as
         defined under Code Section 280G(b)(3) by less than 10% of three times
         Employee's base amount, and (B) would, but for this Section 4.5(c)(i),
         be subject to the excise tax imposed by Code Section 4999, then
         Employee's payments and benefits under this Agreement shall be either
         (I) paid in full, or (II) reduced and payable only as to the maximum
         amount which would result in no portion of such payments and benefits
         being subject to excise tax under Code Section 4999, whichever results
         in the receipt by Employee on an after-tax basis of the greatest amount
         of Total Payment (taking into account the applicable federal, state and
         local income taxes, the excise tax imposed by Code Section 4999 and all
         other taxes (including any interest and penalties) payable by
         Employee). If a reduction of the Total Payment is necessary, Employee
         shall be entitled to select which payments or benefits will be reduced
         and the manner and method of any such reduction of such payments and
         benefits. Within 30 days after the amount of any required reduction in
         payments and benefits is finally determined under Section 4.5(c)(iii),
         Employee shall notify the Company in writing regarding which payments
         and benefits are to be reduced. If no notification is given by
         Employee, the Company will determine which payments and benefits to
         reduce. If, as a result of any reduction required by this Section
         4.5(c)(i), amounts previously paid to Employee exceed the amount to
         which Employee is entitled, Employee will promptly return the excess
         amount to the Company.

                  (ii) If the Total Payment constitutes a "parachute payment" as
         defined in Code Section 280G and exceeds three times Employee's "base
         amount" as defined under Code Section 280G(b)(3) by 10% or more of
         three times Employee's base amount, the Company shall provide to
         Employee, in cash, an additional payment in an amount to cover the full
         excise tax due under Code Section 4999, plus Employee's state and
         federal income, employment, excise, and other taxes (including interest
         and penalties) on this additional payment (the "Gross-Up Payment"). Any
         amount payable under this Section 4.5(c)(ii) shall be paid as soon as
         possible following the date of Employee's Qualifying Termination, but
         in no event later than 30 days after such date.

                  (iii) All determinations required to be made under this
         Section 4.5(c), including whether reductions are necessary or whether a
         Gross-Up Payment is required, the amount of such Gross-Up Payment and
         the assumptions to be used in determining



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         such Gross-Up Payment, shall be made by the accounting firm used by the
         Company at the time of such determination (the "Accounting Firm"). The
         Accounting Firm shall provide detailed supporting calculations both to
         the Company and to Employee within 15 business days of the receipt of
         notice from the Company or Employee that there has been a Qualifying
         Termination, or such earlier time as is requested by the Company. In
         the event that the Accounting Firm is serving as accountant or auditor
         for the individual, entity, or group effecting the change in control
         transaction, Employee may appoint another nationally recognized
         accounting firm to make the determinations required hereunder (which
         accounting firm shall then be referred to as the Accounting Firm
         hereunder). All fees and expenses of the Accounting Firm shall be borne
         solely by the Company.

                  (iv) In the event Employee is entitled to a Gross-Up Payment
         under Section 4.5(c)(ii) and the Internal Revenue Service subsequently
         increases the excise tax computation described in Section 4.5(c)(ii),
         the Company shall reimburse Employee for the full amount necessary to
         make Employee whole on an after-tax basis (less any amounts received by
         Employee that Employee would not have received had the computations
         initially been computed as subsequently adjusted), including the value
         of any underpaid excise tax, and any related interest and/or penalties
         due to the Internal Revenue Service.

         4.6 NON-EXCLUSIVITY OF RIGHTS

         Nothing in this Agreement shall prevent or limit Employee's continuing
or future participation in any plan, program, policy or practice provided by the
Company for which Employee may qualify, nor shall anything herein limit or
otherwise affect such rights as Employee may have under any other contract or
agreement with the Company. Amounts which are vested benefits or which Employee
is otherwise entitled to receive under any plan, policy, practice or program of
or any contract or agreement with the Company at or subsequent to the
Termination Date shall be payable in accordance with such plan, policy, practice
or program or contract or agreement except as explicitly modified by this
Agreement. However, the Continuation Period shall not be credited as continued
employment of Employee for any purpose under any such plan, policy, practice or
program.

                                   ARTICLE 5
                  CONFIDENTIAL INFORMATION AND NON-COMPETITION

         5.1 CONFIDENTIAL INFORMATION

         (a) Employee recognizes that the services to be performed by Employee
hereunder are special, unique, and extraordinary and that, by reason of
Employee's employment with the Company, Employee will be provided Confidential
Information concerning the operation of the Company, the use or disclosure of
which would cause the Company substantial loss and damages which could not be
readily calculated and for which no remedy at law would be adequate.
Accordingly, Employee agrees that Employee will not (directly or indirectly) at
any time, whether during or after Employee's employment with the Company and its
affiliates, (i) knowingly use for an improper personal benefit any Confidential
Information that Employee



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may learn or has learned by reason of Employee's employment with the Company or
(ii) disclose any such Confidential Information to any Person except (A) in the
performance of Employee's obligations to the Company hereunder, (B) as required
by applicable law, (C) in connection with the enforcement of Employee's rights
under this Agreement, (D) in connection with any disagreement, dispute or
litigation (pending or threatened) between Employee and the Company or (E) with
the prior written consent of the Board or the Chief Executive Officer of the
Company. As used herein, "Confidential Information" includes, but is not limited
to, information with respect to the Company's products, facilities and methods,
research and development, trade secrets and other intellectual property,
systems, patents and patent applications, procedures, manuals, confidential
reports, product price lists, customer lists, financial information, business
plans, prospects or opportunities; provided, however, that such term shall not
include any information that (x) is or becomes generally known or available
other than as a result of improper disclosure by Employee or (y) is or becomes
known or available to Employee on a nonconfidential basis from a source (other
than the Company) which, to Employee's knowledge, is not prohibited from
disclosing such information to Employee by a legal, contractual, fiduciary or
other obligation to the Company.

         (b) Employee confirms that all Confidential Information is the
exclusive property of the Company. All business records, papers and documents
kept or made by Employee while employed by the Company relating to the business
of the Company shall be and remain the property of the Company at all times.
Upon the request of the Company at any time, Employee shall promptly deliver to
the Company, and shall retain no copies of, any written materials, records and
documents made by Employee or coming into his possession while employed by the
Company concerning the business or affairs of the Company other than personal
materials, records and documents (including notes and correspondence) of
Employee not containing Confidential Information relating to such business or
affairs. Notwithstanding the foregoing, Employee shall be permitted to retain
copies of, or have access to, all such materials, records and documents relating
to any disagreement, dispute or litigation (pending or threatened) between
Employee and the Company.

         5.2 NON-COMPETITION

         (a) In partial consideration for the Company's agreement to provide
Employee access to Confidential Information and the other benefits provided by
this Agreement, Employee agrees that while employed by the Company and for three
years after the termination of such employment (for any reason) (the "Restricted
Period"), Employee shall not, unless Employee receives the prior written consent
of the Board or the Chief Executive Officer of the Company, own an interest in,
manage, operate, join, control, lend money or render financial or other
assistance to or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any Person which competes with
the Company or its affiliates in the retail marketing of propane and/or butane
gas or appliance sales, service and/or repair business in any city or within
seventy-five (75) miles in all directions from the boundary of the city limits
of any city where the Company or any affiliate conducts such business; provided,
however, that following Employee's termination of employment the foregoing
restriction shall apply only to (i) those areas where the Company or any
affiliate was actually doing business on the date of such termination of
employment and (ii) those areas in respect of which the Company or any affiliate
actively and diligently conducted at any time during the 12-month period ended
on such date of


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termination an analysis to determine whether or not it would commence doing
business in such areas but, in the case of each such area the foregoing
restriction shall cease to apply when the Company or its affiliates ceases to
actively conduct business (disregarding any temporary stoppages) in such area
or, if applicable, abandons its intent to conduct business in such area.

         (b) Employee has carefully read and considered the provisions of this
Section 5.2 and, having done so, agrees that the restrictions set forth in this
Section 5.2 (including the Restricted Period, scope of activity to be restrained
and the geographical scope) are fair and reasonable and are reasonably required
for the protection of the interests of the Company, its officers, directors,
employees, creditors and shareholders. Employee understands that the
restrictions contained in this Section 5.2 may limit his ability to engage in a
business similar to the Company's business, but acknowledges that he will
receive sufficiently high remuneration and other benefits from the Company
hereunder to justify such restrictions.

         (c) During the Restricted Period, Employee shall not, whether for his
own account or for the account of any other Person (excluding the Company),
intentionally (i) solicit, endeavor to entice or induce any employee of the
Company to terminate his employment with the Company or accept employment with
anyone else or (ii) interfere in a similar manner with the business of the
Company.

         (d) It is specifically agreed that the Restricted Period, during which
the agreements and covenants of Employee made herein shall be effective, shall
be computed by excluding from such computation any time which Employee is in
violation of any provision of this Article 5.

         (e) In the event that any provision of this Section 5.2 relating to the
Restricted Period and/or the areas of restriction shall be declared by a court
of competent jurisdiction to exceed the maximum time period or areas such court
deems reasonable and enforceable, the Restricted Period and/or areas of
restriction deemed reasonable and enforceable by the court shall become and
thereafter be the maximum time period and/or areas.

         5.3 STOCK OWNERSHIP

         Nothing in this Agreement shall prohibit Employee from acquiring or
holding any issue of stock or securities of any Person that has any securities
registered under Section 12 of the Exchange Act, listed on a national securities
exchange or quoted on the automated quotation system of the National Association
of Securities Dealers, Inc. so long as (i) Employee is not deemed to be an
"affiliate" of such Person, and (ii) Employee and members of his immediate
family do not own or hold more than 3% of any class of voting securities of any
such Person.

         5.4 INJUNCTIVE RELIEF

         Employee acknowledges that a breach of any of the covenants contained
in this Article 5 may result in material irreparable injury to the Company for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach, any payments remaining under the terms of this Agreement shall cease and
the Company shall be entitled to obtain a temporary restraining order and/or a
preliminary or permanent injunction restraining Employee from engaging in
activities prohibited by this Article 5 or such other relief as may required to
specifically enforce any of the covenants contained in


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<PAGE>   12

this Article 5. Employee agrees to waive any requirement for the Company's
securing or posting of any bond in connection with such remedies. Employee
further agrees to and hereby does submit to in personam jurisdiction before each
and every such court for that purpose.

         5.5 FORFEITURE FOR BREACH

         A breach of this Article 5 by Employee shall cause an immediate
forfeiture of all rights Employee may have under this Agreement to receive any
payments or benefits after the date of such breach.

                                   ARTICLE 6
                                   ARBITRATION

         EXCEPT WITH RESPECT TO INJUNCTIVE RELIEF AS PROVIDED IN SECTION 5.4
ABOVE, THE PARTIES AGREE TO RESOLVE ANY CLAIM OR CONTROVERSY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, INCLUDING THE EMPLOYMENT OF EMPLOYEE, THE
TERMINATION OF EMPLOYMENT OF EMPLOYEE, OR CLAIMS UNDER TITLE VII OF THE CIVIL
RIGHTS ACT, THE AMERICANS WITH DISABILITIES ACT, THE AGE DISCRIMINATION IN
EMPLOYMENT ACT, AND THE FAMILY MEDICAL LEAVE ACT, BY BINDING ARBITRATION UNDER
THE FEDERAL ARBITRATION ACT BEFORE ONE ARBITRATOR IN THE CITY OF TULSA, STATE OF
OKLAHOMA, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS
COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE
ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE FEES AND
EXPENSES OF THE ARBITRATOR SHALL BE BORNE SOLELY BY THE NON-PREVAILING PARTY OR,
IN THE EVENT THERE IS NO CLEAR PREVAILING PARTY, AS THE ARBITRATOR DEEMS
APPROPRIATE. EXCEPT AS PROVIDED ABOVE, EACH PARTY SHALL PAY ITS OWN COSTS AND
EXPENSES (INCLUDING ATTORNEYS' FEES) RELATING TO ANY ARBITRATION PROCEEDING
CONDUCTED UNDER THIS ARTICLE 6.

                                   ARTICLE 7
                            MISCELLANEOUS PROVISIONS

         7.1 NO MITIGATION OR OFFSET

         The provisions of this Agreement are not intended to, nor shall they be
construed to, require that Employee mitigate the amount of any payment provided
for in this Agreement by seeking or accepting other employment or becoming
self-employed, nor shall the amount of any payment provided for in this
Agreement be reduced by any compensation earned by Employee as the result of
employment by another employer, self-employment or otherwise. Without limitation
of the foregoing, the Company's obligations to make the payments to Employee
required under this Agreement and otherwise to perform its obligations hereunder
shall not be affected by any set off (other than as provided in Section 4.5(a)),
counterclaim, recoupment, defense or other claim, right or action that the
Company may have against Employee (other than as provided in Section 5.5).

         7.2 ASSIGNABILITY

         The obligations of Employee hereunder are personal and may not be
assigned or delegated by Employee or transferred in any manner whatsoever, nor
are such obligations subject


                                       12
<PAGE>   13

to involuntary alienation, assignment or transfer. The Company shall have the
right to assign this Agreement and to delegate all rights, duties and
obligations hereunder as provided in Section 7.5.

         7.3 NOTICES

         All notices and all other communications provided for in the Agreement
shall be in writing and addressed (i) if to the Company, the Board, or the
Chairman of the Board, at the principal office address of the Company or such
other address as it may have designated by written notice to Employee for
purposes hereof, directed to the attention of the Chief Executive Officer with a
copy to the Secretary of the Company and (ii) if to Employee, at his residence
address on the records of the Company or to such other address as he may have
designated to the Company in writing for purposes hereof. Each such notice or
other communication shall be deemed to have been duly delivered, provided or
given when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, except that any notice of change of address shall be
effective only upon receipt.

         7.4 SEVERABILITY

         The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

         7.5 SUCCESSORS; BINDING AGREEMENT

         (a) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company, by agreement in form and substance
reasonably acceptable to Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement. As used herein, the term
"Company" shall include any successor to its business and/or assets as aforesaid
which executes and delivers the assumption agreement provided for in this
Section 7.5 or which otherwise becomes bound by all terms and provisions of this
Agreement by operation of law.

         (b) This Agreement and all rights of Employee hereunder shall inure to
the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees. If Employee should die while any amounts are due him
hereunder, all such amounts shall be paid in accordance with the terms of this
Agreement to Employee's devisee, legatee, or other designee or, if there be no
such designee, to Employee's estate.

         7.6 TAX WITHHOLDINGS

         The Company shall withhold from all payments hereunder all applicable
taxes (federal, state or other) which it is required to withhold therefrom
unless Employee has otherwise paid (or made other arrangements satisfactory) to
the Company the amount of such taxes.


                                       13
<PAGE>   14

         7.7 AMENDMENTS AND WAIVERS

         No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed
by Employee and such member of the Board as may be specifically authorized by
the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or in compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

         7.8 ENTIRE AGREEMENT; TERMINATION OF ANY OTHER AGREEMENTS

         This Agreement is an integration of the parties' agreement with respect
to the subject matter hereof and no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.
This Agreement hereby expressly terminates, rescinds and replaces any prior
agreement (written or oral) between the parties relating to the subject matter
hereof, including, without limitation, that certain Employment Agreement between
the parties dated June 28, 1996.

         7.9 GOVERNING LAW; SUBMISSION TO JURISDICTION

         (a) THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA WITHOUT REGARD
TO ITS CONFLICT OF LAWS PROVISION, OTHER THAN THE PROVISIONS OF SECTION 5.2,
WHICH SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ANY ALLEGED VIOLATION. IT IS
THE INTENT OF THE PARTIES THAT THE PROVISIONS OF SECTION 5.2 BE INTERPRETED TO
IMPOSE THE MAXIMUM PERIOD OF RESTRICTION UNDER THE GOVERNING LAW OF SUCH
SECTION.

         (b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS IN TULSA COUNTY, OKLAHOMA, FOR THE
PURPOSES OF ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

         7.10 EMPLOYMENT WITH AFFILIATES

         For purposes of this Agreement, employment with any affiliates of the
Company, U.S. Propane, L.P. or with any of their respective affiliates shall be
deemed to be employment with the Company.

         7.11 SURVIVAL

         The provisions of Articles 5 and 6 and Section 7.9, and any other
provisions necessary to give full effect to the terms of this Agreement, shall
survive the termination of this Agreement.


                                       14
<PAGE>   15

         7.12 COUNTERPARTS

         This Agreement may be executed in or more counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the Effective Date.

                                              HERITAGE HOLDINGS, INC.


                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

                                              EMPLOYEE

                                              ----------------------------------
                                              James E. Bertelsmeyer





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</TEXT>
</DOCUMENT>
