exv10w1



 










Exhibit 10.1




March 31, 2005




Mr. Norman A. McKay

Res Seminario 112

20090 Segrate (MI)

Italy



Dear Nori:




This letter summarizes Hanover Compressor Company’s offer to you to serve as the Company’s Vice
President –Eastern Hemisphere based in Milan, Italy, effective May 16, 2005. In this role, you
will report to the President and CEO.



In this role, your compensation and the other terms and conditions of employment are set by the
Company’s board of directors. Initial compensation for this position is as follows.



	 	 	 
	Base Salary:

	 	$275,000.00 annual base salary for the remainder of 2005, on a pro-rata basis ($10,576.92 per pay period for
26 pay periods per full year).
	 
	 	 
	Bonus Opportunity:

	 	0 – 50% of annual base salary to be paid annually based upon personal performance as well as Company
performance, and as determined by the Company’s board of directors. You must be an active employee on the date
the bonus is distributed to receive any bonus award.
	 
	 	 
	Sign on Bonus:

	 	$50,000 payable within 30 days of employment.
	 
	 	 
	Benefits:

	 	You will be an employee of Hanover International SA and will receive an international benefits package
covering housing, schooling, auto, travel, medical and other benefits. You will be entitled to up to 28 days
of vacation per year.
	 
	 	 
	Equity Incentive

Program:

	 	Subject to Board approval in May 2005, the Company will grant to you 10,000 restricted shares of Company
common stock, which will vest at the rate of 33 1/3 % per year over a 3-year period and will otherwise be
subject to the provisions of the 2003 Stock Incentive Plan. In addition, provided that you remain continually
employed by the Company in a role substantially similar to that described herein, you will be given the full
opportunity to participate in the stock, incentive, retirement and other plans offered to the most senior
officers of the Company as allowed under the terms of those plans.
	 
	 	 
	Cooperation:

	 	We ask that you agree to act at all times in a manner consistent with the interests of Hanover Compressor
Company and its subsidiaries and affiliated entities with respect to our shareholders, customers, employees,
agents, and lenders. Neither you nor the Company will defame or disparage each other. You further agree that
should your employment end, you will provide reasonable cooperation to the Company in response to reasonable
requests made by the Company for information or assistance, including but not limited to, participating upon
reasonable notice in conferences and meetings, providing documents or information, aiding in the analysis of
documents, or complying with any other reasonable requests by the Company including execution of any
agreements that are reasonably necessary.
	 
	 	 
	Confidential

Information:

	 	During your employment you will be given access to information relating to the business and






 









 






	 	 	 
	

	 	affairs of Hanover Compressor Company and its subsidiaries and affiliated
entities, including, without limitation, trade secrets, designs, technology,
processes, data, techniques, inventions (whether patentable or not), works of
authorship, formulas, business and development plans, customer lists, software
programs and subroutines, source and object code, algorithms, terms of
compensation and personnel assessments of employees, information regarding the
Company’s facilities, processes, operating procedures, financial data,
purchasing practices, marketing, management procedures, books and records,
employee or personnel data, contractual arrangements or proposals, properties
and business affairs of the Hanover entities, as well as the Company’s
business plans and budgets, information concerning the Company’s actual or
anticipated business, research or development, and may receive information in
confidence by or for any of the Hanover entities from any other person
(collectively “Confidential Information”). We ask that you agree that you
will not, at any time, directly or indirectly, for any reason whatsoever, with
or without cause, except in the appropriate course of Company business or
unless pursuant to a lawful subpoena, disclose or disseminate any Confidential
Information to any person or entity, nor will you use any Confidential
Information in competing with Hanover Compressor Company or its affiliated
entities in any manner. It is expressly understood that the Confidential
Information covered by this paragraph includes only information that is
confidential or proprietary information of one or more of the Hanover entities
and therefore does not include information which is generally available to the
public.
	 
	 	 
	Start Date:

	 	Your new position with the Company will become effective on
May 16, 2005.
	 
	 	 
	Entire Agreement:

	 	This letter contains the entire agreement between you and the Company concerning the subject matter hereof
and supersedes any prior or contemporaneous agreements between you and the Company, and cannot be changed,
modified, or amended without a written agreement signed by the Company and you.
	 
	 	 
	Successors and
Assigns:

	 	This agreement shall be binding upon you, your heirs, successors, and assigns and the Company and its
successors and assigns.
	 
	

	 	The Company may assign its rights, duties and obligations under this
agreement. However, your rights, duties and obligations are personal and
therefore shall not be transferred or assigned by you to another.






Your acceptance of this offer can be confirmed by signing the acceptance below and returning a copy
to my attention.



We are very pleased to extend this offer to you.




Sincerely,




Hanover Compressor Company




	 	 	 	 	 
	By:

	 	/s/ JOHN E. JACKSON	 	 
	 	 	 
	 
	 	 	 	 
	Name:

	 	John E. Jackson	 	 
	Title:

	 	President and CEO	 	 






	 	 	 	 	 
	Accepted:

	 	/s/ NORMAN A. MCKAY
	 	Date: April 15, 2005
	 	 	 
	 
	 	 	 	 
	Name:

	 	Norman A. McKay