EMPLOYMENT AGREEMENT
DATED AS OF
February 20, 1998
EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") dated as of February 20,
1998 between Universal Compression, Inc., a Texas corporation (the "Company"),
Universal Compression Holdings, Inc., a Delaware corporation ("Holdings") and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, Tidewater, Inc. ("Tidewater") has agreed to sell
Tidewater Compression Service, Inc. ("TCS") to TW Acquisition Corporation ("TW")
pursuant to the Stock Purchase Agreement, dated as of December 18, 1997, between
TW and Tidewater (the "Stock Purchase Agreement");
WHEREAS, TW is a direct wholly-owned subsidiary of Holdings;
WHEREAS, immediately after consummation of such sale (the
"Closing"), TW will be merged into TCS and TCS will change its name to Universal
Compression, Inc.;
WHEREAS, the parties wish to terminate all prior employment
agreements upon the effective date of this Agreement; and
WHEREAS, the parties wish to establish the terms of
Executive's future employment with the Company.
Accordingly, the parties agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment by the Company. The Company
shall employ the Executive effective upon the date of Closing (the "Closing
Date"), for itself and its affiliates, to render exclusive and full-time
services to the Company. The Executive will serve in the capacity
of Senior Vice President of the Company. The Executive will perform such duties
as are imposed on the holder of that office by the By-laws of the Company and
such other duties as are customarily performed by one holding such positions in
the same or similar businesses or enterprises as those of the Company. The
Executive will perform such other duties as may be assigned to him from time to
time by the Company's President. The Executive will devote all his full
working-time and attention to the performance of such duties and to the
promotion of the business and interests of the Company. This provision, however,
will not prevent the Executive from investing his funds or assets in any form or
manner, or from acting as a member of the board of directors of any companies,
businesses, or charitable organizations, so long as such investments or
companies do not compete with the Company and Holdings.
1.2 Acceptance of Employment by the Executive.
The Executive accepts such employment and shall render the services described
above. If requested, the Executive agrees, in addition, to render, without
additional compensation, the services described above in the capacity of Senior
Vice President of Holdings.
2. Duration of Employment.
This Agreement and the employment relationship hereunder
will continue in effect for three (3) years from the Closing Date through the
third anniversary date thereof. It may be extended by mutual, written agreement
at any time. Notwithstanding the foregoing, in the event that a "Change in
Control" (as herein defined) occurs during the original or any extended term of
this Agreement, this Agreement shall automatically be extended to a date which
is the second anniversary of such Change in Control. In addition, the provisions
of Section 7 relating to a Change in Control will, notwithstanding the
expiration of this Agreement, continue
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until the Board of Directors terminates said provision. In the event of the
Executive's termination of employment during the term of this Agreement, the
Company's obligation to continue to pay all base salary, bonus and other
benefits then accrued shall terminate except as may be provided for in Sections
6.1, 6.2, 6.3, 6.4, and 7 of this Agreement.
3. Compensation by the Company.
3.1 Base Salary. As compensation for all services
rendered pursuant to this Agreement, the Company will pay to the Executive an
annual base salary ("Base Salary") of NINETY THOUSAND DOLLARS ($90,000), payable
in equal semi-monthly installments of $3,750. The Board of Directors in its sole
discretion may increase but not reduce the Base Salary. The Board of Directors
of the Company will review Executive's Base Salary within six months after the
effective date hereof.
3.2. Bonuses. The Executive shall be entitled
to receive from the Company an annual cash bonus on or before 60 days after the
end of each of the Company's fiscal years (including partial years on a pro-rata
basis) in a target amount equal to 50% of Base Salary based upon awards or
formulas determined by the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") and the President of the Company (in
the case of 1998, within 90 days of the Closing Date). Such award or formula
shall be based upon the Company's results in relation to budget.
3.3 Grant of Stock Option. (a) The Executive is
hereby granted an option that will expire on the tenth anniversary date of the
date hereof pursuant to the Stock Option Agreement attached as Exhibit A hereto
to purchase from Holdings 2,206 shares of Holdings Common Stock at an exercise
price of $50 per share.
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(b) The Company and Holdings have adopted an
Incentive Stock Option Plan which provides for the grant of stock options
which are "qualified" or "Incentive Stock Options" under Section 422 of the Code
as well as options that are not so qualified. The Option as is granted to the
Executive under Section 3.3(a) shall become exercisable to the maximum extent
permissible under such Plan, such option shall be deemed an Incentive Stock
Option and the balance, if any, of such option shall be deemed a Non-Qualified
Stock Option, in each case, under such Plan.
3.4 Participation in Employee Benefit Plans. The
Executive shall be permitted, during the term of this Agreement, if and to the
extent eligible, to participate in any group life, hospitalization or disability
insurance plan, health program, pension plan or similar benefit plan of the
Company, which may be available to other executives of the Company generally, on
the same terms as such other executives. Such plan shall be put into place by
the Compensation Committee no later than 90 days after the Closing Date.
Executive shall be entitled to paid vacation and all customary holidays each
year during the term of this Agreement in accordance with the Company's policies
as the same may be established from time to time. Promptly following the
execution of this Agreement, the Company shall establish a nonqualified
Supplemental Savings Plan which provides benefits that the Executive would have
otherwise accrued under Tidewater's Supplemental Savings Plan but for the
limitations imposed under Section 415 of the Internal Revenue Code of 1986, as
amended (the "Code").
3.5 Profit Sharing Plan. During the term of this
Agreement, Executive shall not participate in the Company's nonqualified cash
profit sharing plan applicable to employees generally.
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3.6 Club Membership. During the term of this
Agreement, the Company shall pay or reimburse the Executive for the initiation
fee and membership dues of a private club selected by the Executive upon
presentation of statements or vouchers or such other supporting information as
may be required.
4. [INTENTIONALLY OMITTED]
5. Registration Rights.
In consideration, in part, for Executive's agreement
hereunder to be employed by the Company and Holdings, Holdings is granting
Executive certain rights to register his shares of Common Stock pursuant to a
Registration Rights Agreement with the Executive being entered into concurrently
herewith.
6. Termination.
6.1 Termination Upon Death. If the Executive dies
during the term hereof, the Executive's legal representatives shall be
entitled to receive the Executive's Base Salary and accrued bonus for the period
ending on the last day of the month in which the death of the Executive occurs.
In the event of the Executive's death during the term of this Agreement, the
Company shall purchase from the Executive's estate or legal representatives any
and all shares of Holdings stock which the Executive owned and for each share of
Holdings stock subject to an unexercised option shall pay an amount equal to the
excess of the per share amount determined pursuant to the next sentence over the
exercise price for such option. The Company shall purchase said stock within 60
days after the death of the Executive at a price based upon a formula to be
agreed upon within 90 days of the Closing Date. Notwithstanding the foregoing,
the Company's obligation to purchase and/or pay shall be suspended for any
period that the
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Company or Holdings is precluded by any credit agreement or similar facility to
which either of them is a party from making such purchase or payment. Such
amount shall accrue interest until paid at the rate of 6% per annum. The Company
agrees that it will maintain insurance on the life of the Executive in an amount
reasonably determined by the Company to be sufficient to avoid the suspension
described in the preceding sentence.
6.2 Termination Upon Disability. If during the term of
this Agreement the Executive meets the requirements for physical or mental
disability under the Company's long-term disability plan and is eligible to
receive benefits thereunder, the Company may at any time prior to the
Executive's recovery but after the last day of the sixth consecutive month of
such disability, by written notice to the Executive, terminate the Executive's
employment hereunder. In the event that the Executive's employment is terminated
due to disability, the Company will offer to loan to the Executive an amount
equal to the amount necessary to exercise all unexercised options held by the
Executive, with interest accruing monthly at a rate equal to the prime rate, as
published in the Wall Street Journal on the date the loan is made, plus 1%, and
providing for a single payment of principal and interest at a date three years
from the date of the loan.
Additionally, in such event, Executive (or his legal
representatives) shall be entitled to receive the Executive's Base Salary and
accrued bonus for the period ending on the date such termination occurred.
Nothing in this Section 6.2 shall be deemed to in any way affect the Executive's
right to participate in any disability plan maintained by the Company and for
which the Executive is otherwise eligible.
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6.3 Termination for Cause. The Executive's employment
hereunder may be terminated by the Company for "Cause" (as herein defined) upon
at least thirty (30) days' prior written notice to the Executive. Termination
for Cause shall mean termination by reason of (a) the willful and continued
failure by Executive to substantially perform his duties with the Company (other
than any such failure resulting from his incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to the
Executive by the President or Board of Directors, which demand specifically
identifies the manner in which the Executive is believed not to have
substantially performed his duties, or (b) the Executive's willful engagement in
conduct which is or is likely to become demonstrably and materially injurious to
the Company, monetarily or otherwise. For purposes of this Section, no act, or
failure to act, on the part of the Executive shall be deemed "willful" unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that his action or omission was in the best interests of the
Company. Notwithstanding the foregoing, the Executive shall not be deemed to
have been terminated for Cause unless and until there has been delivered to him
a copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board of Directors at a meeting of the
Board of Directors called and held for such purpose (after reasonable notice to
the Executive and an opportunity for the Executive, together with his counsel,
to be heard before the Board of Directors), finding that in the good faith
opinion of the Board of Directors the Executive was guilty of conduct of the
type set forth above in this Section and specifying the particulars thereof in
detail.
Upon termination for Cause hereunder the Executive shall
be entitled to receive the Executive's Base Salary through the date of
termination.
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6.4 Voluntary Termination. The Executive may upon at
least sixty (60) days' prior written notice to the Company terminate employment
hereunder. Upon a voluntary termination the Executive shall be entitled to
receive the Executive's base salary through the date of termination.
7. Severance.
(a) If, prior to the expiration of this Agreement,
the Company breaches this Agreement by terminating the Executive's employment
for any reason other than Cause (a "Breach"), or during the two year period next
following a "Change in Control" (as herein defined) the Executive's employment
with the Company is terminated for reasons other than death, disability or Cause
("Termination Upon Change in Control"), in lieu of additional salary payments to
the Executive for periods subsequent to the date of such termination, the
Company shall pay a lump sum severance payment (together with the payments
provided in paragraph (c) below, the "Severance Payments") to the Executive at
the time of termination. Such payment shall be an amount equal to the number of
years, including fractional years, remaining until this Agreement would expire
but for such termination (in any event however, the period shall be not less
than two years nor more than the number of years, including the fractional
years, from the date of such termination until the Executive's attainment of age
65) multiplied by the sum of (A) the Executive's Base Salary rate as in effect
as of the date of termination and (B) the average of the bonus amounts awarded
or due to the Executive pursuant to Section 3.2 of this Agreement. Payment of
Severance Payments provided under this Section 7 in the event of a termination
which constitutes a Breach by the Company will not prohibit Executive from
seeking
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enforcement of the remaining provisions of this Agreement or other remedies for
breach of this Agreement.
(b) In determining the amount of payments due under
any incentive plan or other bonus plan in effect for the year in which the
Executive is terminated as a result of a Breach or Termination Upon Change in
Control, the Company shall pay the Executive at the time of termination a
pro-rata portion of all contingent awards granted under such plans for all
uncompleted periods, assuming for this purpose that the amount of each award
that would have been paid upon the completion of such period would at least
equal the pro rata amount of the greater of the target or maximum bonus, if any,
provided for in such plan.
(c) The Company shall pay the Executive all
reasonable legal fees and expenses incurred by the Executive as a result of such
termination (including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking to obtain or enforce
any right or benefit provided by this Agreement), unless the decision-maker in
any proceeding, contest or dispute arising hereunder makes a formal finding that
the Executive did not have a reasonable basis for instituting such proceeding,
contest or dispute, in which event the Executive shall pay to the Company its
reasonable legal fees and expenses incurred in the defense of such proceeding,
contest or dispute.
(d) For the length of the period for which
severance benefits are provided after any termination pursuant to this Section
7, the Company shall arrange to provide the Executive with life, disability,
accident and group health insurance benefits substantially similar to those
which the Executive was receiving immediately prior to the notice of
termination. Benefits otherwise receivable by the Executive pursuant to this
paragraph (d) shall
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be reduced to the extent comparable benefits are actually received by the
Executive during the period following the Executive's termination, and any such
benefits actually received by the Executive shall be reported to the Company.
(e) Nothing contained in this Section 7 shall
prevent the Executive from receiving any and all benefits payable under any
severance benefit plan or program maintained by the Company to which the
Executive is entitled.
8. Definition of Change in Control.
For purposes of this Agreement a "Change in Control"
shall be deemed to have occurred upon the first to occur of the following
events:
(a) any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than (i) the Company, or (ii) any corporation owned,
directly or indirectly, by the stockholders of the Company or Holdings in
substantially the same proportions as their ownership of stock of the Company or
Holdings, or (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. or its affiliates), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company or Holdings representing more than
50% of the combined voting power of the Company's or Holdings' then outstanding
securities; or
(b) during any period of two consecutive years
(not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Company's or Holdings' Board
of Directors, and any new director (other than a director designated by a person
who has entered into an agreement with the Company or Holdings to effect the
transaction described in clause (a) of this Section) whose election by the
Company's or Holdings' Board of Directors or nomination for election by the
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Company's or Holdings' stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof.
9. Restrictions and Obligations of the Executive.
(a) Consideration for Restrictions and Covenants.
The parties hereto acknowledge and agree that the principal consideration for
the agreement to make the payments provided in this Agreement by the Company to
Executive and the grant to the Executive options to purchase common stock of the
Company ("Common Stock") is the Executive's compliance with the undertakings set
forth in this Section 9. Specifically, the Executive agrees to comply with the
provisions of this Section 9 irrespective of whether the Executive is entitled
to receive any such payments.
(b) Confidentiality. The confidential and
proprietary information and, in any material respect, trade secrets of the
Company are among its most valuable assets, including but not limited to, its
customer and vendor lists, database, engineering, computer programs, frameworks,
models, its marketing programs, its sales, financial, marketing, training and
technical information, and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the Company
creates, develops, acquires or maintains its products and marketing plans,
targets its potential customers and operates its retail and other businesses.
The Company invested, and continues to invest, considerable amounts of time and
money in its process, technology, know-how, obtaining and
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developing the goodwill of its customers, its other external relationships, its
data systems and data bases, and all the information described above
(hereinafter collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Company. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all Confidential Information relating to
the Company and its business, which shall have been obtained by the Executive
during the Executive's employment by the Company and which shall not be or
become public knowledge (other than by acts by the Executive or representatives
of the Executive in violation of this Agreement). After termination of the
Executive's employment with the Company, the Executive shall not, without the
prior written consent of the Company or as may otherwise be required by law or
legal process, communicate, divulge or use any such information, knowledge or
data to anyone other than the Company and those designated by it.
(c) Non-Solicitation or Hire. During the stated
term of this Agreement (as set forth in Section 2) (the "Employment Period") and
for a two-year period following the termination of the Executive's employment
for any reason, the Executive shall not, directly or indirectly (i) employ or
seek to employ any person who is at the date of termination, or was at any time
within the six-month period preceding the date of termination, an officer,
general manager or director or equivalent or more senior level employee of the
Company or any of its subsidiaries or otherwise solicit, encourage, cause or
induce any such employee of the Company or any of its subsidiaries to terminate
such employee's employment with the Company or such subsidiary for the
employment of another company (including for this purpose the contracting with
any person who was an independent contractor (excluding consultant) of the
Company
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during such period) or (ii) take any action that would interfere with the
relationship of the Company or its subsidiaries with their suppliers or
customers without, in either case, the prior written consent of the Company's
Board of Directors, or engage in any other action or business that would have a
material adverse effect on the Company.
(d) Non-Competition. (i) During the Employment
Period and for a four-year period (the "Restriction Period") following the
termination of the Executive's employment for any reason other than a
termination by the Company without Cause, the Executive shall not, directly or
indirectly:
(x) engage in any managerial,
administrative, advisory, consulting, operational or sales activities in a
Restricted Business anywhere in the Restricted Area, including, without
limitation, as a director or partner of such Restricted Business, or
(y) organize, establish, operate, own,
manage, control or have a direct or indirect investment or ownership interest in
a Restricted Business or in any corporation, partnership (limited or general),
limited liability company enterprise or other business entity that engages in a
Restricted Business anywhere in the Restricted Area; and
(ii) Nothing contained in this Section 9
shall prohibit or otherwise restrict the Executive from acquiring or owning,
directly or indirectly, for passive investment purposes not intended to
circumvent this Agreement, securities of any entity engaged, directly or
indirectly, in a Restricted Business if either (i) such entity is a public
entity and the Executive (A) is not a controlling Person of, or a member of a
group that controls, such entity and (B) owns, directly or indirectly, no more
than 3% of any class of equity securities of such entity or (ii) such entity is
not a public entity and the Executive (A) is not a controlling Person of,
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or a member of a group that controls, such entity and (B) does not own, directly
or indirectly, more than 1% of any class of equity securities of such entity.
(e) Definitions. For purposes of this Section 9:
(i) "Restricted Business" means the
business of designing, manufacturing, servicing, operating, marketing,
assembling, renting or leasing of air or gas compressors or devices using
comparable technologies or other business in which Holdings or its subsidiaries
may be engaged during the term of Executive's employment with the Company. To
the extent that any entity is primarily engaged in a business other than a
Restricted Business, the term "Restricted Business" shall mean the operations,
division, segment or subsidiary of such entity that is engaged in any Restricted
Business.
(ii) "Restricted Area" means any country in
which Holdings or its subsidiaries engages in any Restricted Business at any
time during the term of Executive's employment with the Company.
10. Other Provisions.
10.1. Mitigation. Except as provided in Section
7(d) hereof, the Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in Section 7 be
reduced by any compensation earned by the Executive as the result of employment
by another employer, by retirement benefits, by offset against any amount
claimed to be owed by the Executive to the Company, or otherwise.
10.2. Notices. Any notice or other communication
required or which may be given hereunder shall be in writing and shall be
delivered personally, telegraphed,
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telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid, and shall be deemed given when so delivered
personally, telegraphed, telexed, or sent by facsimile transmission or, if
mailed, four days after the date of mailing, as follows:
(a) If the Company, to:
4430 Brittmoore
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Board of Directors
With copies to:
▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq.
(b) If the Executive, to his home address set
forth in the records of the Company.
10.3 Entire Agreement. This Agreement contains the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements, written or oral, with respect thereto.
10.4 Waiver and Amendments. This Agreement may be
amended, modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
right, power or
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privilege hereunder, nor any single or partial exercise of any
right, power or privilege hereunder, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.
10.5 Governing Law. This Agreement shall be
governed and construed in accordance with the laws of Delaware.
10.6 Assignability. This Agreement, and the
Executive's rights and obligations hereunder, may not be assigned by the
Executive. The Company may assign this Agreement and its rights, together with
its obligations, to any other entity which will substantially carry on the
business of the Company.
10.7 Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same instrument, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
10.8 Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
10.9 Remedies; Specific Performance. The parties
hereto hereby acknowledge that the provisions of Section 9 are reasonable and
necessary for the protection of the Company. In addition, the Executive further
acknowledges that the Company will be irrevocably damaged if such covenants are
not specifically enforced. Accordingly, the Executive agrees that, in addition
to any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining the
Executive from any actual or threatened breach of such covenants. In addition,
without limiting the Company's remedies for
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any breach of any restriction on the Executive set forth in Section 9, except as
required by law, the Executive shall not be entitled to any payments set forth
in Section 6 hereof if the Executive breaches any of the covenants applicable to
the Executive contained in Section 9, the Executive will immediately return to
the Company any such payments previously received under Section 7 upon such a
breach, and, in the event of such breach, the Company will have no obligation to
pay any of the amounts that remain payable by the Company under Section 6.
10.10 Severability. If any term, provision,
covenant or restriction of this Agreement, or any part thereof, is held by a
court of competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected or impaired or invalidated. The Executive acknowledges that the
restrictive covenants contained in Section 9 are a condition of this Agreement
and are reasonable and valid in geographical and temporal scope and in all other
respects.
10.11 Judicial Modification. If any court or
arbitrator determines that any of the covenants in Section 9, or any part of any
of them, is invalid or unenforceable, the remainder of such covenants and parts
thereof shall not thereby be affected and shall be given full effect, without
regard to the invalid portion. If any court or arbitrator determines that any of
such covenants, or any part thereof, is invalid or unenforceable because of the
geographic or temporal scope of such provision, such court or arbitrator shall
reduce such scope to the minimum extent necessary to make such covenants valid
and enforceable.
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11. Arbitration.
Any controversy or claim arising out of or in connection
with this Agreement (other than pursuant to Section 9) shall be settled by
arbitration in accordance with the rules then obtaining of the American
Arbitration Association. Such controversies shall be submitted to three
arbitrators, one arbitrator being selected by the Company, one arbitrator being
selected by the Executive, and the third being selected by the two so selected
by the Company and the Executive or, if they cannot agree upon a third, by the
American Arbitration Association. In the event that either the Company or the
Executive, within one month after any notification of any demand for arbitration
hereunder, shall not have selected its arbitrator and given notice thereof by
registered or certified mail to the other, such arbitrator shall be selected by
the American Arbitration Association. Confirmation of any award in any such
arbitration may be held in any court having jurisdiction of the person against
whom such award is rendered. Regardless of the circumstances giving rise to the
need for arbitration, until such arbitration shall be finally determined and
ended, the Base Salary of the Executive pursuant to Section 3.1, subject to the
provisions of Sections 6 and 7, shall be paid monthly until the expiration of
the term of this Agreement. If the results of such arbitration are more
favorable to the position taken by the Executive than that taken by the Company,
in the opinion of the arbitrators, then all costs and expenses incurred by the
Executive in connection with such arbitration shall be paid by the Company. In
the event that the arbitrators make a formal finding that the Executive did not
have a reasonable basis for instituting the proceeding, contest or dispute
giving rise to such arbitration, the Executive shall pay to the Company its
reasonable legal fees and expenses incurred in the defense of the proceeding,
contest or dispute giving rise to such arbitration.
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IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have executed this Agreement as of the day and year first
above mentioned.
EXECUTIVE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
UNIVERSAL COMPRESSION, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Chief Financial Officer
--------------------------------
UNIVERSAL COMPRESSION
HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Chief Financial Officer
---------------------------------
