EXHIBIT 10(s)
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (the "Agreement"), entered into
between THE XXXXX COMPANY (the "Company") and the XXXXXXX X. XXXXX AND XX
XXXXX 1988 CHARITABLE UNITRUST (the "Trust"), dated as of the 17th day of
April, 1997.
W I T N E S S E T H
WHEREAS, on February 24, 1997, the Company executed a promissory note
(the "Note") by which it promised to pay $164,201.80 plus interest to Liberty
Bank & Trust Company of Oklahoma, N.A. (the "Lender").
WHEREAS, the Lender issued an irrevocable standby letter of credit
(the "ISLOC") in consideration for the Company's execution of the Note.
WHEREAS, the ISLOC was necessary to support a performance bond on be-
half of the Company or one of its subsidiaries.
WHEREAS, the Trust executed a guaranty agreement (the "Guaranty"), by
which the Trust guaranteed and promised to pay the Lender the indebtedness of
the Company arising from the Note.
WHEREAS, the Guaranty by the Trust provides a substantial benefit to
the Company.
NOW, THEREFORE, in consideration of the premises and mutual promises
and covenants herein contained, the Company agrees to pay the Trust ten percent
(10%) of the principal amount of the Note, payable semi-annually, until the
Trust is released from the Guaranty by Lender. Such interest shall accrue
from February 24, 1997. The Company further agrees that in the event the
Company defaults on the Note and the Trust is called upon to make payments
to the Lender pursuant to the Guaranty, the Company will pay the Trust ten per-
cent (10%) per annum of the payments made to the Lender by the Trust, payable
semi-annually, until the Trust is fully repaid by the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
THE XXXXX COMPANY
"COMPANY" By: XXXX XXX, XX.
Xxxx Xxx, Xx., President
XXXXXXX X. XXXXX AND XX XXXXX
1988 CHARITABLE UNITRUST
"TRUST" By: XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx, Trustee
By: XX XXXXX
Xx Xxxxx, Trustee
