Exhibit 10.17
CONSULTING
AGREEMENT
This Consulting Agreement (this
“Agreement”) is entered into and effective as of
August 20, 2007, by and between Exterran Holdings, Inc., a
Delaware corporation (“Company”), and Ernie L. Danner
(“Consultant”).
W I T N E S S E T H:
A. As an executive officer of
Universal Compression Holdings, Inc. (“Universal”) and
a member of its board of directors, Consultant has become familiar
with and aware of Confidential Information (as hereinafter
defined), and future plans with respect thereto, all of which has
been and will be established and maintained at great expense to
Company; this information is a trade secret and constitutes the
valuable goodwill of Company.
B. In connection with closing of
the business combination of Universal and Hanover Compressor
Company (“Hanover”) pursuant to that certain Agreement
and Plan of Merger among Hanover, Universal, Iliad Holdings, Inc.,
Hector Sub, Inc. and Ulysses Sub, Inc., dated as of
February 5, 2007, as amended, Consultant’s service as an
executive officer and director of Universal will terminate, and
Consultant will become a director of Exterran Holdings, Inc., the
parent company of Universal and Hanover following the business
combination.
C. Consultant desires to provide
consulting services to Company under the terms and conditions
described herein, and Company desires such services.
A
G R E E M E N T S
In consideration of the mutual
promises, terms, covenants and conditions set forth herein and the
performance of each, the parties hereto hereby agree as
follows:
1. Consulting Services.
During the Term (as defined herein), Consultant will provide
(a) such services of a consulting, advisory or similar nature
as an executive officer of the Company may reasonably request with
respect to the business and affairs of Company related to
Company’s current business and internal and external growth
opportunities and (b) such other services to which the
President of Company and Consultant mutually agree from time to
time. In each case, Consultant will be available to Company for
consultation at such times and locations as Company reasonably may
request and that are agreeable to consultant; provided, however,
that under no circumstances shall Consultant be required to provide
more than 20% of the level of services that Consultant performed in
the course of his employment with Universal prior to the date
hereof. Without the prior written consent of Company, Consultant
will not have authority to act or make decisions for, give
instructions or orders on behalf of or make commitments on behalf
of Company. The parties agree that Consultant is and shall be
treated for all purposes as an independent contractor to Company
and no employment, partnership, agency, joint venture or other
relationship shall be created or construed herefrom.
2. Compensation .
(a) For the services rendered by
Consultant, Company shall compensate Consultant with payment of
Twenty–nine thousand five hundred eighty three dollars and
thirty–three cents DOLLARS ($29,583.33) per month of the
Term, to be
paid in monthly
payments beginning on the first date of the Term, contingent upon
Consultant’s satisfaction of all the terms of this Agreement.
In addition, Company shall reimburse Consultant for all reasonable
out-of-pocket expenses actually paid by Consultant in providing the
consulting services requested by Company in Section 1 .
Company shall reimburse such expenses within 60 days of
receipt of reasonable documentation of such expenses.
(b) In addition, during the Term (and
for such period following the Term as is provided in
Section 3(b) hereof), Company shall provide medical and
welfare benefits to Consultant and/or Consultant’s family
equal to those that would have been provided to them in accordance
with Universal’s plans, programs, practices and policies if
Consultant’s employment with Universal had not been
terminated; provided, however, that with respect to any of such
plans, programs, practices or policies requiring an employee
contribution, Consultant shall continue to pay the monthly employee
contribution for same, and provided further, that if
Consultant
