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Exterran Energy Corp. – IPO: ‘S-1’ on 4/11/97 – EX-10.6

As of:  Friday, 4/11/97   ·   Accession #:  950129-97-1512   ·   File #:  333-24953

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/11/97  Exterran Energy Corp.             S-1                   38:1.8M                                   Bowne - Houston/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Hanover Compressor Company                            90    504K 
 2: EX-2.1      Agreement and Plan of Merger Dated 10/13/95           83    321K 
 3: EX-3.1      Amended & Restated Certificate of Inc. of Hanover      5     22K 
 4: EX-3.2      Form of Amended & Restated By-Laws of Hanover         11     41K 
 5: EX-3.3      Certificate of Amend. of Certificate of Incorp.        2     15K 
 6: EX-4.1      3rd Amended & Restated Registration Agrmt. 12/5/95    21     74K 
14: EX-4.10     Form of Warrant Agreement                             19     73K 
 7: EX-4.3      Stockholders Agreement Dated 1/27/95                  21     71K 
 8: EX-4.4      Amended & Restated Stockholders Agreement 8/7/95      22     91K 
 9: EX-4.5      Form of Letter Agreement to the Stockholders Agmt.     2     15K 
10: EX-4.6      Stockholders Agreement as of 8/7/95                   16     70K 
11: EX-4.7      Stockholders Agreement as of 12/5/95                  18     73K 
12: EX-4.8      Pledge Agreement 12/19/95 by Hanover Acquisition      13     47K 
13: EX-4.9      2nd Amended & Restated Pledge Agreement 12/19/95      15     55K 
15: EX-10.1     2nd Amended & Restated Credit Agreement 12/19/95     114    399K 
24: EX-10.10    Hanover Compressor Co. 1996 Employee Stock Options    18     48K 
25: EX-10.11    Oem Sales & Purchase Agreement                         7     21K 
26: EX-10.12    Distribution Agreement 2/23/95                        10     46K 
27: EX-10.13    Exclusive Distribution Agreement Dated 2/23/95        11     43K 
28: EX-10.14    Lease Agreement With Option to Purchase 2/24/95       10     40K 
29: EX-10.15    Lease Agreement 12/4/90 W/Hanover & Ricardo Guerra    19     60K 
30: EX-10.16    Lease Agreement 3/31/95 W/Hanover & Smith Ind.,Inc    21     73K 
31: EX-10.17    Lease Agreement With Option to Purchase 5/8/93        21     65K 
32: EX-10.18    Indemnification Agreement Dated 12/5/95                6     28K 
33: EX-10.19    Put Agreement Dated 12/5/95                            2     15K 
16: EX-10.2     Loan Agreement 12/19/95                               90    350K 
34: EX-10.20    Exchange & Subordinated Loan Agreement 12/23/96       19     49K 
17: EX-10.3     Management Fee Letter 11/14/95                         6     30K 
18: EX-10.4     Hanover Compressor Co. Senior Executive Stock Plan    19     48K 
19: EX-10.5     1993 Hanover Compressor Co. Management Stock Plan     18     47K 
20: EX-10.6     Hanover Compressor Co. Incentive Option Plan          16     43K 
21: EX-10.7     Amend.& Restatement of the Incentive Option Plan      17     42K 
22: EX-10.8     Hanover Compressor Co. 1995 Employee Stock Option     18     48K 
23: EX-10.9     Hanover Compressor Co. 1995 Management Stock Plan     18     48K 
35: EX-11.1     Statement Re Computation of Earnings Per Share         2±    14K 
36: EX-23.1     Consent of Price Waterhouse LLP                        1     11K 
37: EX-23.2     Consent of Arthur Andersen LLP                         1     11K 
38: EX-27       Financial Data Schedule                                1     14K 


EX-10.6   —   Hanover Compressor Co. Incentive Option Plan
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Hanover Compressor Company Incentive Option Plan
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EXHIBIT 10.6 HANOVER COMPRESSOR COMPANY INCENTIVE OPTION PLAN ARTICLE I The Plan 1.1 Name. This plan shall be known as the "Hanover Compressor Company Incentive Option Plan" (the "Plan"). 1.2 Purpose. The purpose of the Plan is to promote the growth and general prosperity of Hanover Compressor Company, a Delaware corporation (the "Company"), by permitting the Company to grant to its Employees options to purchase Common Stock of the Company (the "Options"). The Plan is designed to help the Company attract and retain superior personnel for positions of substantial responsibility and to provide Employees with an additional incentive to contribute to the success of the Company. The Company intends that Options granted pursuant to the Plan will be nonstatutory options and will not be classified as "incentive stock options" within the meaning of Section 422 of the Code. 1.3 Effective Date. The Plan shall become effective upon the Effective Date. 1.4 Eligibility to Participate. Only Employees who participate in the Offering and who own shares of Common Stock on the Exit Date shall be eligible to participate in the Plan. The Committee may grant Options to eligible Employees in accordance with this Plan and such determinations as the Committee from time to time in its sole discretion shall make.
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1.5 Shares Subject to the Plan. The shares available for issuance upon exercise of Options granted under the Plan shall be shares of Common Stock (the "Plan Shares"). 1.6 Maximum Number of Plan Shares. Subject to adjustment pursuant to the provisions of Section 4.2, and subject to any additional restrictions elsewhere in the Plan, the maximum number of Plan Shares that may be issued and sold hereunder shall not exceed 8.75% of the Common Stock, and shall be determined based upon the IRR at the Exit Date according to the following table: [Download Table] Incremental Minimum IRR ----------- Plan Shares ----------- 26% 0.25% 27% 0.25% 28% 0.25% 29% 0.25% 30% 0.50% 31% 0.50% 32% 0.50% 33% 0.50% 34% 0.50% 35% 0.50% 36% 0.50% 37% 0.50% 38% 0.50% 39% 0.50% 40% 0.25% 41% 0.25% 42% 0.25% 43% 0.25% 44% 0.25% 45% 0.25% 46% 0.25% 47% 0.25% 48% 0.25% 49% 0.25% 50% 0.25% Maximum 8.75% -2-
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No Plan Shares may be issued and sold hereunder if the IRR is less than 26%. 1.7 Options Granted Under Plan. Plan Shares with respect to which an Option shall have been exercised shall not again be available for grant hereunder. 1.8 Conditions Precedent. The Company shall not issue or deliver any Option Agreement or any certificate for Plan Shares pursuant to the Plan prior to fulfillment of all of the following conditions: (a) The admission of the Plan Shares to listing on all stock exchanges on which the Common Stock is then listed, if any, unless the Committee determines in its sole discretion that such listing is neither necessary nor advisable; (b) The completion of any registration or other qualification or exemption of the Plan Shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body that the Committee shall in its sole discretion deem necessary or advisable; and (c) The obtaining of any approval or other clearance from any federal or state governmental agency that the Committee shall in its sole discretion determine to be necessary or advisable. 1.9 Reservation of Shares of Common Stock. During the term of the Plan, the Company will at all times reserve and keep available such number of shares of Common Stock as shall be -3-
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necessary to satisfy the requirements of the Plan as to the maximum number of Plan Shares. In addition, the Company will from time to time, as is necessary to accomplish the purposes of the Plan, seek or obtain from any regulatory agency having jurisdiction any requisite authority that is necessary to issue Plan Shares hereunder. The inability of the Company to obtain from any regulatory agency having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance of any Plan Shares shall relieve the Company of any liability in respect of the non-issuance of Plan Shares as to which the requisite authority shall not have been obtained. 1.10 Tax Withholding. (a) Condition Precedent. The issuance, delivery, exercise or vesting of any Options under the Plan is subject to the condition that if at any time the Committee shall determine, in its discretion, that the satisfaction of withholding tax or other withholding liabilities under any state or federal law is necessary or desirable as a condition of, or in connection with, the issuance, delivery, exercise or vesting of the Options, then the issuance, delivery, exercise or vesting of the Options shall not be effective unless the withholding shall have been effected or obtained in a manner acceptable to the Committee. (b) Manner of Satisfying Withholding Obligation. When an Optionee is required to pay to the Company an amount required to be withheld under applicable income tax laws in -4-
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connection with the exercise of an Option, subject to Section 1.10(c), such individual may satisfy the obligation, in whole or in part, by electing to (i) have the Company withhold a portion of the Plan Shares acquired upon the exercise of the Option and having a Fair Market Value on the date the amount of tax to be withheld is to be determined (the "Tax Date") equal to the amount required to be withheld or (ii) deliver to the Company shares of Common Stock already owned and having a Fair Market Value on the Tax Date equal to the amount required to be withheld. The amount to be withheld shall be the minimum amount that is required to be withheld under applicable federal and state income tax laws; provided, however, in the event a request is made by an Optionee, the amount to be withheld shall be the approximate amount of federal and state income taxes that will be incurred by such Optionee with respect to such issuance, delivery, exercise or vesting of Options under the Plan. (c) Special Rules for Use of Stock. An election to have Plan Shares or other shares of Common Stock withheld or delivered out of already-owned Common Stock for this purpose (i) must be made prior to the Tax Date, and (ii) must be irrevocable. -5-
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ARTICLE II Administration 3 Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have sole discretion and authority to determine the Employees to whom and the time or times at which Options may be granted and the number of Plan Shares to be subject to each Option. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, to determine the details and provisions of each Option Agreement, including but not limited to provisions related to vesting and exercisability, and to make all other determinations necessary or advisable in the administration of the Plan. 3.1 Appointment of Committee. The Committee shall be appointed by the Board and shall consist of one or more members of the Board, provided that in lieu of such appointment, the Board may act as the Committee. 3.2 Majority Rule; Unanimous Written Consent. A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by all members of the Committee shall constitute the action of the Committee. Meetings of the Committee may take place by telephone conference call. 3.3 Company Assistance. The Company shall supply full and timely information to the Committee on all matters relating to Optionees, their employment, death, retirement, disability, or -6-
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other termination of employment, and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. ARTICLE III Stock Options 4 Option Terms and Conditions. The terms and conditions of Options granted under this Article may differ from one another as the Committee shall, in its discretion, determine as long as all Options granted under this Article satisfy the requirements of this Article. 4.1 Duration of Options. Each Option granted pursuant to this Article and all rights thereunder shall expire on the date determined by the Committee, but in no event shall any Option granted under this Article expire later than 10 years after the date on which the Option is granted. In addition, each Option shall be subject to early termination as provided elsewhere in the Plan or the Option Agreement. 4.2 Purchase Price and Number of Plan Shares. The purchase price for Plan Shares acquired pursuant to the exercise, in whole or in part, of any Option shall be $725 per share subject to adjustment pursuant to Section 4.2. The number of Plan Shares which an Optionee shall be granted an Option to purchase hereunder shall be determined pro rata based on the lesser of (a) the number of shares of Common Stock such Optionee subscribed for in the -7-
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Offering or (b) the number of shares of Common Stock owned by Optionee on the Exit Date, bears to the number of shares all Optionees under this Plan subscribed to in the Offering. 4.3 Individual Option Agreements. Each Optionee receiving Options pursuant to this Article shall be required to enter into a written Option Agreement with the Company as a precondition to receiving an Option under this Article. In such Option Agreement, the Optionee shall agree to be bound by the terms and conditions of the Plan, the awards made pursuant hereto, and such other matters as the Committee deems appropriate. 4.4 Exercise of Options. (a) Method of Exercise. Each Option shall be exercisable in accordance with the terms of the Option Agreement pursuant to which the Option was granted. No Option may be exercised for a fraction of a Plan Share. (b) Payment of Purchase Price. The purchase price of any Plan Shares purchased upon exercise of an Option shall be paid at the time of exercise of the Option either (i) in cash, (ii) by certified or cashier's check, (iii) if permitted by the Committee, by shares of Common Stock, (iv) if permitted by the Committee, by cash or certified or cashier's check for the par value of the Plan Shares plus a promissory note for the balance of the purchase price, which note shall provide for full personal liability of the maker and shall contain such other terms and provisions as the Committee may determine, including without limitation the right to repay the note -8-
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partially or wholly with Common Stock, or (v) by delivery of a copy of irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the Plan Shares purchased upon exercise of the Option or to pledge them as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price. If any portion of the purchase price or a note given at the time of exercise is paid in shares of Common Stock, those shares shall be valued at the then Fair Market Value. 4.5 Vesting. No Option shall be exercisable prior to occurrence of a Capital Event. In addition, no Option shall be exercisable if on the Exit Date the IRR does not exceed 26%. 4.6 Notice of Capital Event. The Company shall notify each Participant at least 10 days prior to the date on which a Capital Event is contemplated to occur. 4.7 Written Notice of Exercise Required. Any Option shall be deemed to be exercised for purposes of the Plan when written notice of exercise has been received by the Company at its principal office from the person entitled to exercise the Option and payment for the Plan Shares with respect to which the Option is exercised has been received by the Company in accordance with Section 3.5. Upon notice of a Capital Event, a Participant may exercise an Option conditioned upon the occurrence of the Capital Event. -9-
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4.8 Compliance with Securities Laws. Plan Shares shall not be issued with respect to any Option unless the exercise of the Option and the issuance and delivery of the Plan Shares shall comply with all applicable provisions of state and federal law (including without limitation (a) the Securities Act, the Exchange Act, Rule 16b-3, and the rules and regulations promulgated thereunder, and (b) the requirements of any stock exchange upon which the Plan Shares may then be listed and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Committee may also require an Optionee to furnish evidence satisfactory to the Company, including a written and signed representation letter and consent to be bound by any transfer restrictions imposed by law, legend, condition, or otherwise, that the Plan Shares are being acquired only for investment and without any present intention to sell or distribute the shares in violation of any state or federal law, rule, or regulation. Further, each Optionee shall consent to the imposition of a legend on the certificate representing the Plan Shares issued upon the exercise of the Option restricting their transferability as required by law or by this Section. 4.9 Employment of Optionee. Nothing in the Plan or in any Option granted hereunder shall confer upon any Optionee any right to continued employment by the Company or any of its subsidiaries or affiliates or limit in any way the right of the Company or any subsidiary or affiliate at any time to terminate or alter the terms of that employment. -10-
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4.10 Options Not Transferable and Subject to Certain Restrictions. Options may not be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution and may be exercised during the lifetime of an Optionee only by that Optionee or by his legally authorized representative. Plan Shares issued or issuable upon exercise of any Option shall be subject to redemption pursuant to the terms of the 1993 Stockholders' Agreement dated as of June ___, 1993 and any other similar agreement to which Optionee is subject to regarding purchase or redemptive rights. ARTICLE IV Termination, Amendment, and Adjustment 4.1 Termination and Amendment. The Plan shall terminate 10 years after the Effective Date. No Options shall be granted under the Plan after that date of termination. The Committee may at any time amend or revise the terms of the Plan, including the form and substance of the Option Agreements to be used in connection herewith. No amendment, suspension, or termination of the Plan shall, without the consent of the individual who has received an Option hereunder, alter or impair any of that individual's rights or obligations under any Option granted under the Plan prior to that amendment, suspension, or termination. 4.2 Adjustments. If the outstanding Common Stock is increased, decreased, changed into, or exchanged for a different number or kind of shares or securities through merger, consolidation, combination, exchange of shares, other reorganization, -11-
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recapitalization, reclassification, stock dividend, stock split, or reverse stock split, an appropriate and proportionate adjustment shall be made in the maximum number and kind of Plan Shares as to which Options may be granted under the Plan; provided, however, that no adjustment shall be made for the conversion of preferred stock into Common Stock. A corresponding adjustment changing the number or kind of shares allocated to unexercised Options or portions thereof, which shall have been granted prior to any such change, shall likewise be made. Any such adjustment in outstanding Options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share covered by the Option. The foregoing adjustments and the manner of application of the forgoing provisions shall be determined solely by the Committee, and any such adjustment may provide for the elimination of fractional share interests. ARTICLE V Miscellaneous 6 Other Compensation Plans. The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation plans. 6.1 Plans Binding on Successors. The Plan shall be binding upon the successors and assigns of the Company. -12-
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6.2 Plan Shares Not Outstanding. Prior to issuance upon exercise of an Option, Plan Shares are not deemed to be outstanding for any purpose unless and then only to the extent otherwise specifically provided, and Participants shall have no voting, preemptive or other shareholder rights with respect to such Plan Shares. 6.3 Number and Gender. Whenever used herein, nouns in the singular shall include the plural where appropriate, and the masculine pronoun shall include the feminine gender. 6.4 Headings. Headings of articles and sections hereof are inserted for convenience of reference and constitute no part of the Plan. 6.5 Governing Law. The construction and operation of the Plan are governed by the laws of the State of Delaware. ARTICLE VI Definitions As used herein with initial capital letters, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary: 6.1 "Board" means the Board of Directors of the Company. 6.2 "Capital Event" means the first to occur of: (a) the date that Hanover and GKH sell or otherwise transfer more than 50% of their Common Stock interest in the Company; -13-
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(b) the date all or substantially all the assets or property of the Company or Hanover are sold, leased or otherwise transferred to an unrelated third-party; (c) the effective date of a merger or consolidation, under which the Company or Hanover is not the surviving entity, or the surviving corporation is not controlled by Hanover or GKH either individually or collectively; (d) the dissolution or liquidation of the Company; or (e) the effective date (as declared by the Securities Exchange Commission) the Common Stock is registered in a public offering and listed on a nationally recognized stock exchange or national inter-dealer quotation system. The Company shall notify Optionee at least 10 days prior to a contemplated Capital Event. 6.3 "Code" means the Internal Revenue Code of 1986, as amended. 6.4 "Committee" means the Committee appointed in accordance with Section 2.2. 6.5 "Common Stock" means the Common Stock, par value of $0.001 per share of the Company . 6.6 "Company" means Hanover Compressor Corporation, a Delaware corporation. 6.7 "Effective Date" means _____________, 1993. 6.8 "Employee" means an employee of the Company, as determined under Section 3401(c) of the Code and the regulations thereunder. -14-
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6.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 6.10 "Exit Date" means the date on which a Capital Event occurs. 6.11 "Fair Market Value" means such value as determined by the Committee on the basis of such factors as it deems appropriate; provided, however, that if the Common Stock is traded on a national securities exchange or transactions in the Common Stock are quoted on the NASDAQ National Market System, such value as shall be determined by the Committee on the basis of the average reported sales price for the Common Stock for the ten days preceding the date for which such determination is relevant, as reported on the national securities exchange or the NASDAQ National Market System, as the case may be. 6.12 "GKH" means GKH Investments, L.P., a Delaware limited partnership and GKH Partners, L.P., a Delaware limited partnership. 6.13 "Hanover" means Hanover Energy Holdings Corporation, a Delaware corporation. 6.14 "IRR" means the annual compounded internal rate of return generated to Hanover calculated from the Effective Date to the Exit Date. The IRR shall be determined on the Exit Date. 6.15 "Offering" means the offering of Common Stock made to certain members of management pursuant to that certain Confidential Offering Memorandum dated June 21, 1993. 6.16 "Option" means an option granted pursuant to Article III. -15-
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6.17 "Optionee" means an Employee to whom an Option has been granted hereunder. 6.18 "Option Agreement" means an agreement between the Company and an Optionee with respect to one or more Options. 6.19 "Plan" means the Hanover Compressor Company Incentive Option Plan, the terms of which are set forth herein. 6.20 "Plan Shares" means shares of Common Stock issuable pursuant to the Plan (including, but not limited to, shares of Common Stock issued or issuable upon exercise of Options granted pursuant to the Plan). 6.21 "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor rule. 6.22 "Securities Act" means the Securities Act of 1933, as amended. -16-

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