exv10w1



 






Exhibit 10.1



April 9, 2004



Mr. Gary Wilson

Pilton House,

Pilton,

Somerset BA 44DD

UK



Dear Gary:


I am pleased to offer you the position of General Counsel in the Legal group.
I am confident that your joining The Hanover Compressor Company (“Hanover”)
will prove to be mutually rewarding.



Your initial base compensation will be $10,576.93 bi-weekly, (which is
$275,000.00 on an annualized basis).



In addition, you are eligible for participation in a Hanover annual incentive
Plan. The target incentive payment for this position is 0 — 50% percent of your
base salary earned for the current calendar year. Payment under the incentive
plan is determined based upon Hanover’s performance, as well as your individual
performance throughout the year, and other business factors. You must be an
active employee on the date the plan is distributed to receive payment under
the plan. Hanover reserves the right to amend or terminate the incentive plan
programs at any time. I have also attached a summary of the other terms we
have agreed to with regards to your employment.



As you know, Hanover offers a comprehensive range of benefits, including a
401(k) Plan, medical, dental and other benefit plans and programs. Enclosed
with this letter is a Benefit Summary, outlining those programs for which you
will be eligible to participate in upon completion of any waiting periods.
You will be eligible for four (4) weeks vacation annually (pro-rated for
2004). If you have any questions regarding these benefits, please feel free
to contact Hilary Ware, VP of Human Resources, at 281-554-4943.



This offer of employment is conditioned on the completion of a background
investigation and drug screen prior to your beginning employment. Shirley
Morris, Manager of HR Services, will coordinate all the necessary paperwork so
that we can complete the background and new hire documentation. If you have
any questions regarding this information you may contact Shirley at
281-405-2639.



While this letter is a confirmation of our offer of your employment and
compensation, it is not meant to imply or constitute an employment contract
for a specific term of employment. We can make no guarantees as to the length
or terms of your employment. This will be an at-will employment relationship.
This means that both you and the Company are free to terminate the
relationship for any reason at any time, with or without cause. No one from
the Company will have authority to alter the at-will nature of this
relationship except through a written contract signed by you and an officer of
Hanover that expressly agrees to modify the at-will relationship.




 









 







I am confident that our organization will benefit from the numerous
contributions you will make to Hanover’s continuing success. Your signature
below indicates that you understand and are willing to accept employment on
the terms and conditions identified above. You also acknowledge that this
letter contains all of the material terms and conditions of employment that
you will use to make your decision and that you have not relied on any other
agreements, assurances, representations or promises as the basis for your
decision to accept the job as offered.



This offer is valid until two (2) weeks from the date of this letter and must
be signed and returned to this office by that date.



Gary, we are embarking on a highly challenging period in Hanover and welcome
your skills and capabilities in helping us meet our business goals. In the
meantime, if you have any questions or need additional assistance, please feel
free to contact me.




Sincerely,


/s/ CHAD DEATON



Chad Deaton

Chief Executive Officer



I ACCEPT EMPLOYMENT ON THE ABOVE REFERENCED TERMS:


Employee Signature: 
          /s/ GARY M. WILSON    
                 
                   
    Date:     20/APRIL/04



Starting Date:            May 15, 2004



Attachment:



Term Sheet Gary M. Wilson




 









 








Term Sheet




Gary M. Wilson




	 	 	 
	Effective Date

	 	May 15, 2004
	 
	Base Salary

	 	$275,000
	 
	Target Bonus

	 	50%
	 
	Sign-on Bonus

	 	$60,000 (includes $10,000 relocation payment)
	 
	Stock (to be priced at

	 	8756 shares restricted stock
	May 20, 2004 Board
Meeting)

	 	11,244 non qualified options
	 
	Schooling

	 	$40,000 per year for 2 years followed by $20,000
per year for two years (subject to review of
tuition rates) grossed up at 30% rate.
	 
	Closing Costs in US

	 	Reimbursement of customary closing costs on
home in Houston
	 
	Return Trip

	 	One full economy return ticket for the family to
Point of origin (UK) per year.
	 
	Change of Control

	 	1 1/2 X base plus target bonus in accordance with
Hanover change of control provisions.
Accelerated vesting of all long term incentives
and accelerated vesting of 401k plan in case of
Change of control.
	 
	Tax Preparation

	 	Tax preparation for year 1
	 
	Partial Household Goods Shipment

	 	At the point a partial household goods shipment
needs to be made in the next couple of years, we
cover the shipment.