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
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.
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%
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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
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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
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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.
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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
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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
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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
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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.
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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.
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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,
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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.
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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;
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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.
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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.
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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.
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Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 4/11/97 | | | | | | | None on these Dates |
| | 6/21/93 | | 15 |
| List all Filings |
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