OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS
HEREINBEFORE DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS
AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF
LAW, OR OTHERWISE.
8.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT
OF LAWS.
THE CAPTIONS OF THIS AGREEMENT ARE NOT PART OF THE PROVISIONS HEREOF
AND SHALL HAVE NO FORCE OR EFFECT.
THIS AGREEMENT MAY NOT BE AMENDED OR
MODIFIED OTHERWISE THAN BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR
THEIR RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES THAT SPECIFICALLY REFERS
TO THIS AGREEMENT.
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(B)
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER PARTY OR BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED AS FOLLOWS:
If to the
Employee:
If to the
Company:
Universal Compression
Holdings, Inc.
4444 Brittmoore Road
Houston, Texas 77041
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith.
Notices and communications shall be effective
when actually received by the addressee.
(C)
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT.
(D)
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS PAYABLE UNDER THIS
AGREEMENT SUCH FEDERAL, STATE, LOCAL OR FOREIGN TAXES AS SHALL BE REQUIRED TO BE
WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
(E)
THE EMPLOYEE'S OR THE COMPANY'S FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT OR THE FAILURE TO ASSERT ANY
RIGHT THE EMPLOYEE OR THE COMPANY MAY HAVE HEREUNDER, INCLUDING WITHOUT
LIMITATION, THE RIGHT OF THE EMPLOYEE TO TERMINATE EMPLOYMENT FOR GOOD REASON
SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR ANY OTHER
PROVISION OR RIGHT OF THIS AGREEMENT.
(F)
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
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IN WITNESS WHEREOF, the Employee has hereunto set the Employee's hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf, all as of
the day and year first above written.
EMPLOYEE:
Name:
UNIVERSAL COMPRESSION
HOLDINGS, INC.
By:
Name:
Stephen A. Snider
Title:
President and Chief Executive Officer
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