exv10w61



 






Explanatory Note to Exhibit 10.61:



On March 9, 2005, Ms. Anita H. Colglazier, was appointed Vice President and Controller of the
Company. Ms. Colglazier’s new base salary is $175,000 annually. She is eligible for a bonus award
of up to 38% her annual base salary based upon Company performance and personal performance
compared with agreed upon objectives and subjective measures. Ms. Colglazier no longer receives a
Company furnished vehicle or auto allowance.
















 






EXHIBIT 10.61




April 4, 2002




Ms. Anita Colglazier

697 Edgewood Dr.

Montgomery, TX 77356



Dear Anita:


This letter summarizes Hanover Compressor Company’s offer of employment to you to serve as the
Company’s Director Financial Reporting based in Hanover’s corporate office in Houston, Texas. I am
confident that your inclusion in Hanover’s management team will prove to be mutually rewarding and
offer you the career opportunity that you seek.




The compensation for this position is as follows:



	 	 	 
	Base Salary:

	 	$5,384.62 per pay period (26 pay periods per year).
	 
	 	 
	Profit Sharing

Opportunity:

	 	

25-40% of annual base salary to be paid annually based upon Company performance and personal performance
compared with agreed upon objectives and subjective measures. Not withstanding the provisions described
above, your minimum profit sharing payment for performance during 2002 will be $40,000.
	 
	 	 
	Stock Option

Program:

	 	

Upon your employment start date, the Company will grant to you non-qualified stock options to purchase
4,000 shares of Company common stock at a price per share equal to the NYSE closing market price that day.
	 
	 	 
	Auto Allowance:



	 	Either $500 per month or company furnished vehicle (TBD).

	 
	
Vacation:

	 	Three weeks per year.






 








 





Page 2

Ms. Anita Colglazier

April 4, 2002



	 	 	 
	Up Front Bonus:

	 	Upon commencement of employment, the Company shall make a one time payment to you of $25,000 before
applicable tax representing a payment for a portion of the value of unvested Andarko stock grants.
	 
	 	 
	Employment

Agreement:

	 	An agreement obligating the Company to make a severance payment to you equal to one times your
annualized salary and bonus compensation in the event that you involuntarily terminate your employment
with the Company within the first twelve months following a “Change of Control” of the Company. This
agreement will not obligate the Company to make a severance payment to you in the event that you
voluntarily terminate your employment with the Company without “Good Reason” or involuntarily terminate
your employment with the Company due to your death, disability, or termination for “Cause”. The agreement
will be paired with a non-competition agreement, which shall preclude you from employment in Hanover’s
principal lines of business for a period one year after you terminate your employment with the Company
employment and shall terminate the above-referenced severance payment to you in the event that you violate
this non-compete agreement.
	 
	 	 
	

	 	For purposes of this letter, voluntary termination of employment for “Good Reason” shall be defined
as any situation in which your termination of employment with the Company (i) promptly follows a
material reduction of your duties and responsibilities or a permanent
change in your duties and
responsibilities which are materially inconsistent with the type of duties and responsibilities
then in effect, (ii) promptly follows a material reduction in your annual base salary (without
regard to bonus compensation, if any), (iii) promptly follows a material reduction in your employee
benefits (without regard to bonus compensation, if any) if such reduction results in you receiving
benefits which are, in the aggregate, materially less than the benefits received by other
comparable employees of the Company generally or (iv) the Board otherwise determines that a
voluntary termination by you is for “Good Reason” under the circumstances then prevailing.





Additionally, as a full time employee, you will also be eligible to participate in the various
benefit programs offered by the Company. Pursuant to Company and ERISA guidelines, your eligibility
for participating in the Company’s 401(k) plan will occur on the 1st of the month
following six months of service with the Company.




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Page 3

Ms. Anita Colglazier

April 4, 2002


Anita, this offer is contingent upon providing Hanover with the required documentation to complete
the INS I-9 Form and the successful completion of a drug screen. These activities, along with a
full discussion of benefits and the related forms, can be accomplished by calling me or Errol
Robinson, Director of Human Resources in the Hanover’s corporate office at 281/447-8787.



Again, we are extremely confident that if your decision is to accept this offer, it will prove to
be mutually rewarding. Your inclusion in Hanover’s management group represents a significant
addition to the Company. We look forward to your decision.



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




Sincerely,




/s/ JOHN E. JACKSON




John E. Jackson




cc: Erroll Robinson




	 	 	 	 	 	 	 
	Accepted:

	 	/s/ ANITA COLGLAZIER
	 	Date:
	 	4/16/02
	

	 	 
	 	 	 	 
	

	 	Anita Colglazier	 	 	 	 
	 
	 	 	 	 	 	 
	Start Date:

	 	April 22, 2002	 	 	 	 
	

	 	 	 	 	 	 






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