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Document Preview Executive Employment Agreement |
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Title: |
Executive Employment Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 5KB of 45KB total |
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Price: |
$37 |
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ID: |
#1300111 |
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EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement"), dated this 29th day
of January, 2001, is entered into by and between Dresser Equipment Group, Inc.
and any of its subsidiaries and affiliates as may employ Employee from time to
time, (collectively, "Employer" or "DEG") and Dale B. Mikus ("Employee").
W I T N E S S E T H:
WHEREAS, Employee is currently employed by Employer; and
WHEREAS, Employer is a wholly-owned subsidiary of the ultimate parent,
Halliburton Company; and
WHEREAS, Halliburton Company is in the process of selling approximately
95% of its ownership interest in Employer to affiliates of First Reserve
Corporation and Odyssey Investment Partners, LLC (collectively, the "Investor
Group"); and
WHEREAS, Employer, contingent upon, and as of the date of the closing
of the sale of Employer by Halliburton Company to the Investor Group (the
"Effective Date"), desires to continue the employment of Employee pursuant to
the terms and conditions set forth herein and Employee desires to continue in
the employment of Employer pursuant to the terms and conditions set forth
herein;
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, Employer and Employee agree as
follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1 Contingent upon the closing of the sale of approximately 95%
ownership interest of DEG by Halliburton Company to the Investor Group, Employer
agrees to employ Employee, and Employee agrees to be employed by Employer,
beginning as of the Effective Date and continuing until the date of termination
of Employee's employment pursuant to the provisions of Article 3 (the "Term"),
subject to the terms and conditions of this Agreement.
1.2 Beginning as of the Effective Date, Employee shall be employed
as the Vice President Chief Financial Officer and Controller of Employer.
Employee agrees to serve in the assigned position or in such other executive
capacities as may be requested from time to time by Employer and to perform
diligently and to the best of Employee's abilities the duties and services
pertaining to such positions as reasonably determined by Employer, as well as
such additional or different duties and services appropriate to such positions
which Employee from time to time may be reasonably directed to perform by
Employer.
<PAGE>
1.3 Employee shall at all times comply with and be subject to such
policies and procedures as Employer may establish from time to time, including,
without limitation, Employer's Company Code of Business Conduct (the "Code of
Business Conduct").
1.4 Employee shall, during the period of Employee's employment by
Employer, devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with
Employee's performance of Employee's duties hereunder, is contrary to the
interest of Employer or any of its affiliated subsidiaries and divisions, (each
a "DEG Entity", or collectively, the "DEG Entities"), or requires any
significant portion of Employee's business time. The foregoing notwithstanding,
the parties recognize and agree that Employee may engage in passive personal
investments and other business activities which do not conflict with the
business and affairs of the DEG Entities or interfere with Employee's
performance of his or her duties hereunder. Employee may not serve on the board
of directors of any entity other than a DEG Entity during the Term without the
approval thereof in accordance with Employer's policies and procedures regarding
such service. Employee shall be permitted to retain any compensation received
for approved service on any unaffiliated corporation's board of directors.
1.5 Employee acknowledges and agrees that Employee owes a
fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the
best interests of the Employer and the other DEG Entities and to do no act which
would, directly or indirectly, injure any such entity's business, interests, or
reputation. It is agreed that any direct or indirect interest in, connection
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