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EXHIBIT 10.8
UNIVERSAL COMPRESSION, INC.
SPECIAL RETENTION PAYMENT PLAN FOR SELECTED GCSI EMPLOYEES
I. INTRODUCTION AND PURPOSE
Gas Compressions Services, Inc. ("GCSI") has entered into an Agreement
and Plan of Merger dated August 4, 2000, providing, among other things, for GCSI
to merge into Universal Compression, Inc. ("Universal"), a subsidiary of
Universal Compression Holdings, Inc. ("Holdings"). Universal desires to adopt a
Special Retention Payment Plan (the "Plan") for the benefit of those Universal
employees who were employees of GCSI prior to the merger and designated by
Universal to receive the special payment.
II. DEFINITIONS
2.01 Board - means the Board of Directors of Universal or the committee or
individual designated by the Board of Directors to administer the terms and
conditions of the Plan.
2.02 Cause - means a finding by the Board based upon reasonable evidence
that the Selected Employee engaged in (a) any criminal act,
(b) any misconduct (including, but not limited to, a positive illegal
drug test result) which is inconsistent with his or her employment
responsibilities or any contractual relationship, if any, with
Universal or any affiliate, (c) any nonperformance of his or her
duties, (d) any acts of insubordination or (e) any acts of dishonesty.
2.03 Closing - means the closing of the merger of GCSI with Universal.
2.04 Covered Period - means the 6-consecutive-month period
beginning the first day following the Closing.
2.05 GCSI - means Gas Compression Services, Inc., a Michigan corporation.
2.06 Holdings - means Universal Compression Holdings, Inc., a Delaware
corporation.
2.07 Plan - means this Universal Compression, Inc. Special Retention
Payment Plan for Selected GCSI Employees, as amended from time to time.
2.08 Selected Employee - means each of the employees of Universal as of the
Closing who immediately prior to the Closing was an employee of GCSI and is
designated by Universal as a Selected Employee under this Plan.
2.09 Special Retention Payment - means the Special Retention Payment
payable to a Selected Employee in accordance with Section 3.01.
2.10 Universal - means Universal Compression, Inc., a Texas corporation.
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III. RETENTION BONUS
3.01 Special Retention Payment. Each Selected Employee who remains an
employee of Universal until the end of the Covered Period will be entitled to
the Special Retention Payment designated for such individual by Universal.
3.02 Forfeiture of Right to Special Retention Payment. A Selected Employee
will not be entitled to a Special Retention Payment under this Plan if during
the Covered Period his or her employment with Universal is (a) terminated by
Universal for Cause or (b) voluntarily terminated by the employee.
IV. GENERAL PROVISIONS
4.01 Duration of Plan. The Plan shall be effective as of the Closing and
shall terminate on the latest to occur of the date all Special Retention
Payments required in connection with the Plan have been paid in accordance with
Section 3 or the Covered Period has ended.
4.02 Source of Distributions. All distributions under this Plan shall be
made by Universal from its general assets, and the status of each Selected
Employee's claim to a Retention Bonus payable shall be the same as the status
of a claim against Universal by any of its general and unsecured creditors. No
person whomsoever shall look to, or have any claim whatsoever against, any
officer, director, employee or agent of Universal or its affiliates in his or
her individual capacity for any payment whatsoever under the Plan.
4.03 No Assignment. No Selected Employee or beneficiary shall have the
right to alienate, assign, pledge, commute or otherwise encumber a bonus
payable under this Plan for any purpose whatsoever, and any attempt to do so
shall be disregarded completely as null and void.
4.04 Binding Effect. The provisions of this Plan shall be binding on each
Selected Employee (and on each person who claims a benefit under him or her) and
on Universal (and on any successor to Universal).
4.05 Administration. This Plan will be administered by the Board in its
absolute discretion. The Board shall have the power to interpret the Plan and
take such equitable and other action as the Board acting in its absolute
discretion deems proper or appropriate under the circumstances (including the
power to delegate Board functions to others) to administer the Plan.
4.06 Construction. This Plan shall be construed in accordance with the laws
of the State of Texas. Headings and sub-headings have been added only for
convenience of reference and shall have no substantive effect. All references to
sections shall be to sections of this Plan. References to the masculine gender
shall include the feminine and the singular the plural whenever appropriate.
4.07 No Employment Contract. A Selected Employee's participation in this
Plan shall not constitute an employment contract, and Universal shall have the
right at any time to terminate his or her employment or to take such other
action in connection with his or her employment as Universal deems appropriate
without regard to this Plan.
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4.08 Amendment and Termination. The Board shall have the right at its
discretion to amend this Plan from time to time and to terminate this Plan at
any time. However, no amendment or termination shall result in any material
adverse effect on the Retention Bonus that would have been paid to a Selected
Employee if his or her employment with Universal had terminated, other than due
to Cause or voluntary termination, immediately before the effective date of the
amendment or termination.
IN WITNESS WHEREOF, Universal has executed this Plan this 15th day of
August, 2000.
UNIVERSAL COMPRESSION, INC.
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President and Chief Executive Officer
