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EXHIBIT 10.2
CONSULTING AND NON-COMPETITION AGREEMENT
This Consulting and Non-Competition Agreement (this "Agreement") is
entered into effective as of the close of business on the day preceding the
Effective Time, by and between Universal Compression, Inc., a Texas corporation
with its principal place of business in Houston, Texas ("UCI") (hereinafter,
UCI, including all predecessors, successors and affiliates, including but not
limited to the GCS Entities, shall be referred to as the "Company"), and Xxxxxx
Xxxxx Xxxxxx, an individual resident of the State of Texas ("Consultant").
Capitalized terms used but not herein defined shall have the meanings assigned
to them in the Merger Agreement (as defined below).
WITNESSETH:
WHEREAS, UCI desires to engage Consultant to render general management
and operational consulting services to UCI in connection with its business;
WHEREAS, Consultant desires to accept such engagement upon the terms
and conditions set forth in this Agreement;
WHEREAS, the parties thereto are entering into that certain Agreement
and Plan of Merger dated August 4, 2000 (the "Merger Agreement"), which provides
for, among other things, (i) the merger of Gas Compression Services, Inc., a
Michigan corporation ("GCSI"), of which Consultant was the principal shareholder
and served as Chairman of the Board, with and into UCI (the "Merger"), and (ii)
a trust, of which Consultant is grantor, to receive substantial consideration
for its ownership interest in GCSI in connection with the Merger; and
WHEREAS, as a condition to the Merger, and to preserve the value of the
business being acquired by UCI, the Merger Agreement contemplates, among other
things, that UCI shall offer to enter into this Agreement with Consultant;
NOW, THEREFORE, in consideration of the foregoing and for the covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties to
this Agreement, intending to be legally bound, agree as follows:
Section 1. Consulting Services.
1.1. Consulting Term. Consultant's employment with GCSI shall terminate
on the effective date of this Agreement. The term of this Agreement and
Consultant's consultancy shall commence on the effective date hereof and
continue for a period of five years, subject to its earlier termination pursuant
to Section 1.10 of this Agreement (the "Consulting Term").
1.2. Consulting Services. Consultant agrees to be available at UCI's
reasonable request to consult with and advise UCI on the strategy, plans, and
objectives of UCI's
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compression service business. Consultant will use his special knowledge,
experience, judgment, and relationships to faithfully and efficiently perform
and fulfill consulting services.
1.3. Compliance with Applicable Law. In performing the consulting
services, during the Consulting Term, Consultant shall comply with all
applicable federal, state, and local laws and regulations that relate to
Consultant's duties as a consultant, and conduct himself in an ethical manner at
all times.
1.4. Consulting Fee and 401(k) Plan. UCI agrees to pay Consultant a
consulting fee of $8,333.33 per month plus an additional fee of $471.59 per
month for the first 18 months. Notwithstanding any provisions of this Agreement
to the contrary, UCI's obligation to make the payments contemplated in this
Section shall be contingent upon Consultant's compliance with his obligations
and covenants under this Agreement. Consultant shall not be entitled to make
contributions to the Universal Compression, Inc. 401(k) Retirement and Savings
Plan (the "Universal Plan"). However, Consultant shall be entitled to leave his
vested account balance in the Gas Compression Services, Inc. 401(k) Plan (the
"GCSI Plan") until his account under the GCSI Plan either is distributed in
connection with the termination of the GCSI Plan or distributed at his request
as a result of his termination of employment with GCSI. If the GCSI Plan is
merged into the Universal Plan, Consultant shall be entitled to a distribution
from that plan at his request. In connection with a distribution of his account,
consultant shall be entitled to make a direct rollover contribution to an
individual retirement account established by Consultant or another eligible
retirement plan (other than the Universal Plan).
1.5. Automobile. UCI will reimburse Consultant up to $1,200 per month
for the lease of an automobile during the term of this Agreement. UCI shall also
issue to Consultant a UCI credit card for gasoline expenses with respect to the
automobile referred to in the preceding sentence. All other operating and
maintenance expenses with respect to such automobile will be the responsibility
of Consultant.
1.6. Health Insurance. Consultant and his spouse will extend their
coverage under the Gas Compression Services, Inc. group health plan in which
they are enrolled as of the effective date of this Agreement (or under a
successor group health plan made available by UCI) under the continuation health
coverage provisions of Section 4980B of the Internal Revenue Code of 1986, as
amended, and Title 6 of Part I of the Employee Retirement Income Security Act of
1974, as amended (commonly known as "COBRA"), for the 18-month statutory period,
or for such lesser period as Consultant remains eligible under COBRA. At the
time Consultant is no longer eligible for COBRA coverage and until the end of
the Consulting Term, UCI shall either make coverage available to Consultant and
his spouse under the UCI plan at the same level and under the same terms and
conditions as in effect for UCI's full time employees, from time to time, or
shall provide other reasonably comparable coverage to the coverage provided to
UCI's full-time employees under the UCI group health plan during the remainder
of the Consulting Term, which will be without regard to pre-existing conditions
to Consultant or his spouse. In the event of Consultant's death and prior to the
end of the Consulting Term, Consultant's spouse will be entitled, at her expense
and to the extent required by law, to continue such health coverage for a period
not to exceed the period that coverage would be made available to the spouse of
a deceased participant under COBRA.
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1.7. Life Insurance. During the Consulting Term, UCI shall pay the
premium on Consultant's existing life insurance policy as described in Schedule
I hereto. Should such life insurance policy terminate for any reason, other than
by reason of UCI's failure to pay the premiums pursuant to this Section 1.7, UCI
shall have no obligation to obtain or pay premiums for any other life insurance
policy for the Consultant.
1.8. Consulting Expenses. UCI agrees to reimburse Consultant for
reasonable expenses incurred in connection with the performance of the
consulting services upon presentation of appropriate supporting documentation
for all consulting expenses. UCI will not reimburse Consultant for any office,
staff, or other overhead expenses.
1.9. Status of Consultant. Consultant will perform all consulting
services as an independent contractor and not as an employee. As an independent
contractor, Consultant shall be responsible for all taxes and withholding on
payments UCI tenders to Consultant for consulting services under this Agreement.
1.10. Early Termination. In the event that Consultant is unable to
continue to perform the consulting services set forth in Section 1.2 hereof due
to his death or disability, this Agreement shall terminate automatically;
provided, however, that Section 1.6 shall survive such termination in accordance
with its terms.
Section 2. Trade Secrets and Confidential Information.
2.1. Definitions.
1. "Trade Secret" shall mean information, including, but not
limited to, technical or non-technical data, a formula, pattern,
compilation, program, device, method, technique, drawing, process,
financial data, financial plan, product plan, list of actual or
potential customers or suppliers, or other information similar to any
of the foregoing, which derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable
by proper means by, other persons who can derive economic value from
its disclosure or use and which is subject to reasonable efforts by the
Company or the GCS Entities, or their parents, subsidiaries or
affiliates, to maintain its secrecy or confidentiality.
2. "Confidential Information" shall mean any secret,
confidential, or proprietary data or information of the Company and the
GCS Entities, including information received by the Company, the GCS
Entities or Consultant from any customer or client or potential
customer or client of the Company or the GCS Entities, or their
parents, subsidiaries or affiliates, not otherwise included in the
definition of Trade Secret. The term Confidential Information shall not
include information that Consultant can show by competent proof has
become generally known to the public by the act of one who has the
right to disclose such information without violating any right of the
Company or any customer or client to which such information pertains.
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2.2. Background.
1. The Company owns, controls, and has exclusive access to
Confidential Information and Trade Secrets concerning its operations,
methods, and the sale and development of its products and services,
including those of the GCS Entities. UCI seeks reasonable protections
for the Company's and the GCS Entities's valuable Confidential
Information and Trade Secrets. The parties intend for this Agreement to
protect all Confidential Information and Trade Secrets owned by the
Company and the GCS Entities, from disclosure and misappropriation of
any kind, whether inadvertent or deliberate. Consultant acknowledges
that the Confidential Information and Trade Secrets are an important
and valuable asset of UCI and the GCS Entities, for which UCI is paying
substantial consideration.
2. Consultant acknowledges that during the course of his
executive positions with the GCSI and his consultancy with UCI, he did,
and will continue to, receive and have access to Confidential
Information and Trade Secrets of the GCS Entities and the Company,
including but not limited to confidential and secret business and
marketing plans, technical data, strategies, and studies, detailed
customer and/or client lists and information relating to the operations
and business requirements of those customers and/or clients. Consultant
agrees that UCI has a legitimate interest in protecting the Company's
valuable Confidential Information and Trade Secrets. Consultant also
acknowledges that due to the executive nature of his position with the
GCSI and his consultancy with UCI, Consultant did, and will continue
to, perform his duties and responsibilities throughout the Territory
(as defined in Section 3.1.2). Consultant agrees that the Company's and
the GCS Entities's customer and client contacts and relations are
established and maintained at great expense to UCI and that Consultant
may have, by virtue of his consultancy, unique and extensive exposure
to and personal contact with the Company's and the GCS Entities's
customers and clients and that he did, will continue to be able to,
establish a unique relationship with those customers and clients.
2.3. Trade Secrets. In consideration for the promises under this
Agreement and his consultancy by UCI, Consultant agrees and covenants that, both
during and after his consultancy with UCI, Consultant will hold in a fiduciary
capacity for the benefit of UCI, and will not directly or indirectly use or
disclose (whether on Consultant's own behalf or on behalf of any other person,
corporation, partnership, venture, or any other entity or form of business),
except as authorized by UCI in connection with the performance of Consultant's
duties, any Trade Secret that Consultant may have or acquire (whether or not
developed or compiled by Consultant and whether or not Consultant has been
authorized to have access to such Trade Secret) during his employment with the
GCS Entities or his consultancy with UCI, for so long as the such information
remains a Trade Secret. At all times, including after termination of
Consultant's employment for any reason, Consultant will take all reasonable
steps necessary to ensure that no Trade Secrets are disclosed, whether
inadvertently or deliberately, misappropriated, stolen, misused or their value
to UCI diminished in any way.
2.4. Confidential Information. In consideration for the promises under
this Agreement and his consultancy by UCI, Consultant agrees and covenants that,
both during and after his consultancy with UCI, Consultant will hold in a
fiduciary capacity for the benefit of UCI and
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will not directly or indirectly use or disclose (whether on Consultant's own
behalf or on behalf of any other person, corporation, partnership, venture, or
any other entity or form of business), except as authorized by UCI in connection
with the performance of Consultant's duties, any Confidential Information that
Consultant may have or acquire (whether or not developed or compiled by
Consultant and whether or not Consultant has been authorized to have access to
such Confidential Information) during his employment with the GCS Entities and
his consultancy with UCI. At all times, including after termination of
Consultant's employment for any reason, Consultant will take all reasonable
steps necessary to ensure that no Confidential Information is disclosed, whether
inadvertently or deliberately, misappropriated, stolen, misused or its value to
UCI diminished in any way.
2.5. No Waiver. Consultant acknowledges and agrees that nothing
contained in this Agreement shall be deemed a waiver, modification, or
limitation of any rights UCI may have under applicable federal, state, or local
laws pertaining to the protection of trade secrets or confidential information.
2.6. No Prior Commitments. Consultant represents and warrants that he
(i) will not use or disclose any trade secrets or other protected information of
any other person or entity during Consultant's consultancy with UCI and (ii)
does not have any agreements, relationships or commitments to any other person
or entity that conflict in any way with Consultant's obligations to UCI under
this Agreement.
Section 3. Non-Competition and Non-Solicitation Covenants.
3.1. Definitions.
1. "Company Business" shall mean the business of designing,
manufacturing, servicing, operating, marketing, assembling,
fabricating, renting or leasing of air or gas compressors or devices
using comparable technologies or other business in which the Company or
its subsidiaries may be engaged during the term of Consultant's
consultancy with UCI. To the extent that any entity is primarily
engaged in a business other than a Company Business, the term "Company
Business" shall mean the operations, division, segment or subsidiary of
such entity that is engaged in any Company Business.
2. "Territory" shall mean all states in which the GCS Entities
operate or have customers as of the day before the consummation of the
Merger as contemplated in the Merger Agreement.
3.2. Non-Competition. In consideration for the promises under this
Agreement and Consultant's consultancy with UCI, and in order to protect UCI
from unfair competition, Consultant covenants and agrees to the following:
1. During Consultant's consultancy with UCI, Consultant will
not compete with the Company in any manner or in any capacity (whether
on Consultant's own behalf or as an owner, partner, stockholder,
investor, officer, director, agent, independent
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contractor, associate, executive, employee, consultant or licensor),
including by engaging in the Company Business.
2. For a period of 3 years after the termination of
Consultant's consultancy with UCI, Consultant will not directly or
indirectly (i) carry on, be engaged in, or take part in any activities
or services identical or substantially similar to any of Consultant's
duties and responsibilities with UCI or the GCS Entities anywhere in
the Territory or (ii) engage in the Company Business (whether on
Consultant's own behalf or on behalf of any other person, corporation,
partnership, venture, or any other entity or form of business).
3. The covenants in this Section 3 shall not apply to
Consultant's ownership of common stock of the Company or the
acquisition by Consultant, solely as an investment, of securities of
any issuer that is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or
admitted for trading on any United States national securities exchange
or that are quoted on the National Association of Securities Dealers
Automated Quotation System, or any similar system or automated
dissemination of quotations of securities prices in common use, so long
as Consultant does not participate in the management of, serve on the
board of directors of, control, acquire a controlling interest in or
become a member of a group which exercises direct or indirect control
of more than five percent (5%) of any class of capital stock of such
corporation.
3.3. Non-Solicitation of Customers. In consideration for the promises
under this Agreement and Consultant's consultancy with UCI, and in order to
protect the Company from unfair competition, Consultant covenants and agrees to
the following:
1. During Consultant's consultancy with UCI, Consultant will
not solicit, divert, or take away, or attempt to solicit, divert, or
take away, any customer, client or actively sought prospective client
or customer of the Company or the GCS Entities for the benefit of any
person or entity other than the Company.
2. For a period of 3 years after the termination of
Consultant's consultancy for any reason, Consultant will not, without
the prior written consent of UCI, directly or indirectly solicit,
divert, or take away, or attempt to solicit, divert, or take away, any
customer and/or client of the Company or the GCS Entities with whom
Consultant had material business contact at any time during the twelve
months prior to such termination.
3.4. Non-Solicitation of Employees. In consideration for the promises
under this Agreement and UCI's consultancy of Consultant, and in order to
protect the Company from unfair competition, Consultant covenants and agrees to
the following:
1. During Consultant's consultancy with UCI, Consultant will
not hire (except on behalf of UCI) or solicit or encourage to leave the
employment or other service of the Company, including the GCS Entities,
any employee or independent contractor of the Company, including the
GCS Entities (except in connection with the business and affairs of
UCI).
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2. For a period of 3 years after the termination of
Consultant's consultancy for any reason, Consultant will not, for any
reason (whether on Consultant's own behalf or on behalf of any other
person, corporation, partnership, venture, or any other entity or form
of business), directly or indirectly solicit or encourage to leave
consultancy or other service of UCI, including the GCS Entities, any
employee or independent contractor of UCI, including the GCS Entities,
with whom Consultant had material business contact any time during the
twelve months prior to such termination.
Section 4. Work Product.
4.1. Ownership of Work Product.
1. Consultant agrees to promptly report and disclose to UCI
all developments, discoveries, methods, processes, designs, inventions,
ideas, or improvements (hereinafter collectively called "Work
Product"), conceived, made, implemented, or reduced to practice by
Consultant, whether alone or acting with others, during the Consulting
Term, that are developed (i) while performing consulting services, or
(ii) while utilizing, directly or indirectly, the Company's equipment,
supplies, facilities, or Trade Secret information. Consultant
acknowledges and agrees that all Work Product is the sole and exclusive
property of UCI. Consultant agrees to assign, and hereby automatically
assigns, without further consideration, to UCI any and all rights,
title, and interest in and to all Work Product; provided, however, that
this Section shall not apply to any Work Product for which no
equipment, supplies, facilities, or trade secret information of the
Company was used and which was developed entirely on Consultant's own
time, unless the Work Product (i) relates directly to UCI's business or
its actual or demonstratably anticipated research or development, or
(ii) results from any work performed by Consultant for UCI.
2. UCI, its successors and assigns, shall have the right to
obtain and hold in its or their own name copyright registrations,
trademark registrations, patents and any other protection available to
the Work Product.
4.2. Cooperation. Consultant agrees to perform, upon the reasonable
request of UCI, during or after the Consulting Term, such further acts as may be
necessary or desirable to transfer, perfect, and defend UCI's ownership of the
Work Product, including but not limited to: (i) executing, acknowledging, and
delivering any requested affidavits and documents of assignment and conveyance;
(ii) assisting in the preparation, prosecution, procurement, maintenance and
enforcement of all copyrights and/or patents with respect to the Work Product in
any countries; (iii) providing testimony in connection with any proceeding
affecting the right, title, or interest of UCI in any Work Product; and (iv)
performing any other acts deemed necessary or desirable to carry out the
purposes of this Agreement. UCI shall reimburse all reasonable out-of-pocket
expenses incurred by Consultant at UCI's request in connection with the
foregoing.
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Section 5. Reasonableness of Covenants and Injunctive Relief.
Consultant agrees and acknowledges that the consideration he will
receive for the restrictions, prohibitions, and covenants specified in Sections
2, 3, and 4 of this Agreement is fair and adequate. In return, Consultant agrees
to enter into the restrictions, prohibitions, and covenants specified in
Sections 2, 3, and 4 in order to provide UCI with what he considers to be
reasonable protection for its interests. Consultant agrees the covenants are
reasonable, fair and equitable and contain reasonable limitations as to time,
geographical area and scope of activities to be restricted and that such
covenants do not impose a greater restraint on Consultant than is necessary to
protect the goodwill, confidential information and other legitimate business
interests of the Company, including its investment in the GCS Entities.
Consultant further acknowledges and confirms that his full and faithful
observance of each of the covenants contained in this Agreement will not cause
him any undue hardship, financial or otherwise. Accordingly, Consultant
acknowledges that he could cause irreparable injury to UCI by violating these
covenants and UCI shall therefore be entitled to injunctive relief enjoining a
breach or threatened breach. Consultant further acknowledges that UCI shall also
have the right to seek a remedy at law in addition to equitable relief in the
event of any such breach.
Section 6. Reformation.
If any of the covenants or promises of this Agreement, including but
not limited to the covenants in Sections 2, 3 and 4, are determined by any court
of law or equity, with jurisdiction over this matter, to be unreasonable or
unenforceable, in whole or in part, as written, the parties hereby consent to
and affirmatively request that said court reform the covenant or promise so as
to be reasonable and enforceable and to accomplish, as closely as possible, the
intent of the parties with respect to such provision and that said court enforce
the covenant or promise as reformed.
Section 7. Company Property.
All the Company's property, equipment, funds, books, records, files,
memoranda, reports, lists, drawings, plans, sketches, documents, Confidential
Information, Trade Secrets, Work Product, and other material (together with all
copies thereof), including that of the GCS Entities, which Consultant shall have
used, prepared or come in contact with, or possession of, during the course of,
or as a result of, his executive positions with the GCS Entities or his
consultancy with UCI shall, as between the parties hereto, remain the sole
property of UCI. Upon the termination of this Agreement or upon the prior demand
of UCI, Consultant shall immediately return all such property or materials and
thereafter shall not remove or cause to be removed such materials from the
premises of UCI.
Section 8. Indemnification.
Consultant agrees to defend, indemnify, and hold harmless UCI, any of
its affiliated companies, and the directors, officers, employees, and agents of
each of them, from and against any and all claims, losses, damages, suits, fees,
judgements, costs and expenses (including attorneys' fees) which UCI may suffer
or incur arising out of or in connection with (i) injuries to
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persons (including death) or loss of, or damage to, property, occasioned by
negligence, unlawful act, or willful misconduct of Consultant, and (ii) any
claim that UCI's use of any Work Product or portion thereof, infringes or
violates any patent, copyright, trade secret, or other third party intellectual
property right. In the event that UCI is in any way enjoined from using any Work
Product, or any portion thereof, Consultant shall promptly, at his expense
(including, but not limited to the payment of any royalties occasioned by the
following) either (i) provide to UCI non-infringing means of using the Work
Product, or (ii) negotiate and procure for UCI the right to use the Work Product
without restriction.
Section 9. Miscellaneous.
9.1. Assignment. This Agreement is for the personal services of
Consultant, and the rights and obligations of Consultant under this Agreement
are not assignable or delegable in whole or in part by Consultant without the
prior written consent of UCI. This Agreement is assignable in whole or in part
to any parent, subsidiaries, or affiliates of UCI or to any successor in
interest to UCI or the business of UCI.
9.2. Applicable Law. This Agreement has been entered into in and shall
be governed by and construed under the laws of the State of Texas (except to the
extent that its choice of law rules would apply the laws of another State).
9.3. Consent to Jurisdiction. Consultant consents, and waives any
objection, to personal jurisdiction and venue in the federal and state courts in
the State of Texas in any action by UCI to enforce this Agreement.
9.4. Dispute between the Parties. IN THE EVENT A DISPUTE OR CLAIM
ARISES BETWEEN CONSULTANT AND UCI ARISING OUT OF, RELATED TO, OR IN CONNECTION
WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL CAUSE OF ACTION,
OR EQUITABLE REMEDY, CONSULTANT AND COMPANY BOTH EXPRESSLY AGREE TO WAIVE THEIR
RIGHT TO A TRIAL BY JURY, WHETHER IN FEDERAL OR STATE COURT, AND TO WAIVE THE
RIGHT TO RECOVER ANY PUNITIVE DAMAGES, EXEMPLARY DAMAGES OR STATUTORY PENALTIES
IMPOSED BY LAW. THIS PROVISION SPECIFICALLY ACKNOWLEDGES THAT THE PARTIES INTEND
FOR ANY AND ALL DISPUTES, CAUSES OF ACTIONS, CLAIMS, LAWSUITS, OR OTHER
EQUITABLE REMEDIES TO BE RESOLVED BY A COURT OF COMPETENT JURISDICTION BEFORE A
JUDGE, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHTS TO PUNITIVE DAMAGES OR
STATUTORY PENALTIES OF ANY KIND IMPOSED BY LAW. THE PARTIES CONFIRM THEIR
AGREEMENT TO THIS SECTION 9.4 BY INITIALING BELOW:
/s/ XXXXX X. XXXXXX /s/ XXXXXX XXXXX XXXXXX
-------------------- -----------------------
UCI Consultant
9.5. 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.
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9.6. Headings and Captions. The headings and captions used in this
Agreement are for convenience of reference only, and shall in no way define,
limit, expand or otherwise affect the meaning or construction of any provision
of this Agreement.
9.7. Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party will be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
9.8. Modification. Except as provided in Section 6, no provision of
this Agreement may be amended, changed, altered, modified or waived except in
writing signed by Consultant and an officer of UCI, which writing shall
specifically reference this Agreement and the provision which the parties intend
to waive or modify.
9.9. Severability. Except as provided in Section 6, should any
provision of this Agreement be declared or determined by any court of competent
jurisdiction to be unenforceable or invalid for any reason, the validity of the
remaining parts, terms or provisions of this Agreement shall not be affected
thereby and the invalid or unenforceable part, term or provision shall be deemed
not to be a part of this Agreement.
9.10. Waiver. The waiver by any party to this Agreement of a breach of
any of the provisions of this Agreement shall not operate or be construed as a
waiver of any subsequent or simultaneous breach of the same or different
provisions.
9.11. Survival. Any provision of this Agreement which is expressly or
by implication intended to survive the termination of this Agreement, including
Sections 2, 3, and 4, shall survive and remain in effect after the termination
of this Agreement.
9.12. Jointly Drafted. The parties and their respective counsel have
participated jointly in the negotiation and drafting of this Agreement. In the
event that an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.
9.13. No Third-Party Beneficiaries. Except as provided in Sections 1.6
and 9.1, nothing herein, expressed or implied, is intended or will be construed
to confer upon or give to any person, firm, corporation or legal entity, other
than the parties hereto and the parent of UCI and its subsidiaries or
affiliates, any rights, remedies or other benefits under or by reason of this
Agreement.
9.14. Entire Agreement. This Agreement constitutes a single integrated
contract expressing the entire agreement of the parties hereto. There are no
other agreements, written or oral, express or implied, between the parties
hereto, concerning the subject matter hereof.
9.15. Notices. All notices, communications and deliveries hereunder
shall be made in writing signed by or on behalf of the party making the same and
shall be delivered personally or
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by telecopy transmission or sent by registered or certified mail (return receipt
requested) or by any national overnight courier service (with postage and other
fees prepaid) as follows:
If to UCI:
Universal Compression, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Banner
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
If to the Consultant:
Xxxxxx Xxxxx Xxxxxx
Xxxxx 0, Xxx 00
Xxxxxx, Xxxxx 00000
Telephone No.: (000) 000-0000
or to such other representative or at such other address of a party as such
party hereto may furnish to the other parties in writing. Any such notice,
communication or delivery shall be deemed given or made (a) on the date of
delivery if delivered in person (by courier service or otherwise), (b) upon
transmission by facsimile if receipt is confirmed by telephone, provided
transmission is made during regular business hours, or if not, the next business
day, or (c) on the fifth business day after it is mailed by registered or
certified mail.
9.16. Understanding. The parties herewith covenant and agree that they
have read and fully understand the contents and the effect of this Agreement.
Consultant and UCI warrant and agree that they have had a reasonable opportunity
and been advised in writing to seek the advice of an attorney as to such content
and effect. The parties accept each and all of the terms, provisions, and
conditions of this Agreement, and do so voluntarily and with full knowledge and
understanding of the contents, nature and effect of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
UNIVERSAL COMPRESSION, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
CONSULTANT
/s/ Xxxxxx Xxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxx Xxxxxx
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SCHEDULE I
Policy for term life insurance to age 95 with Federal Xxxxxx Life Assurance
Company of Xxxx Xxxxx, Xxxxxxxx 00000.
Insured: Xxxxxx X. Xxxxxx
Policy Date: October 16, 1995
Policy Number: FK2300391
Face Amount: $10,000,000
Expiry Date: October 16, 2038
