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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Natural Gas Services Group Inc.

Date:

2005

Size:

Preview shows 6KB of 24KB total

Price:

$46

ID:

#577860

 

 

► Employment ► Employment Agreements
► Energy ► Oil Well Services & Equipment

 

 

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EMPLOYMENT AGREEMENT
     THIS EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of January 3, 2005, is between Screw Compression Systems, Inc., a Texas corporation (the ?Company?), and Jim Hazlett, an individual residing in Midland, Texas (the ?Employee?).
     WHEREAS, simultaneously with the execution of this Agreement, all of the issued and outstanding shares of capital stock of the Company have been acquired by Natural Gas Services Group, Inc., a Colorado corporation (the ?Parent), pursuant to the terms of that certain Stock Purchase Agreement (the ?Purchase Agreement?), dated as of October 18, 2004, as amended by Amendment No. 1 to Stock Purchase Agreement, dated as of December 6, 2004, among the Company, Paul D. Hensley, Tony Vohjesus, Employee and Parent;
     WHEREAS, it is a condition to consummation of the transactions contemplated by the Purchase Agreement that Employee and the Company enter into an employment agreement on the terms and conditions hereinafter set forth;
     WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company, upon the terms and conditions hereinafter set forth;
     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company and the Employee hereby agree as follows:
     1. Employment. The Company agrees to employ the Employee, and the Employee agrees to enter the employ of the Company, upon the terms and subject to conditions herein provided.
     2. Term. The employment of the Employee shall be for a period (referred to herein as the ?Employment Term?) commencing on the date of this Agreement and ending on the earlier of (i) January 3, 2008; (ii) the effective date of any ?Fundamental Change? with respect to the Company or the Parent; or (iii) the date of termination of Employee?s employment pursuant to Section 5 hereof.
     For purposes hereof, a ?Fundamental Change? shall occur with respect to the Company or the Parent on the effective date of any dissolution, merger, consolidation, sale of all or substantially all of the Company?s or the Parent?s assets, recapitalization or any other type of transaction which results in at least 50% of the Company?s or the Parent?s common stock being changed into, or exchanged for, different securities of the Company or the Parent, as applicable, or other securities or interests in other persons or entities.
     3. Position and Duties.
     (a) Position. During the Employment Term, the Employee shall serve as Vice President of the Company. In such capacity, the Employee shall have such duties, functions,

 


 

responsibilities, and authority customarily appertaining to the position of vice president of a corporation; subject, however, to applicable restrictions imposed by the bylaws of the Company and to the directives of the Board of Directors of the Parent or the Compensation Committee of the Board of the Parent.
     (b) Duties. During the Employment Term, the Employee shall devote his full time, skill and attention, and his best efforts during normal business hours to, and in furtherance of, the business and affairs of the Company and its subsidiaries and affiliates, and the Parent (collectively, the ?Related Parties?); except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that Employee may, subject to the Parent?s code of ethics and conflict of interest policies as in effect from time to time, devote reasonable periods of time in connection with the following activities, if such activities do not materially interfere with the performance of Employee?s duties and services hereunder and do not consume more than 10% of Employee?s working hours:
     (i) serving as a director or a member of a committee of any organization, if serving in such capacity does not involve any conflict with the business of the Related Parties and such organization is not in competition in any manner whatsoever with the business of the Related Parties;
     (ii) fulfilling speaking engagements;
     (iii) engaging in charitable and community activities; and
     (iv) managing his personal investments so long as such investment activities do not constitute an actual or potential conflict of interest with the business of the Related Parties and comply with the provisions in Section 6.

 

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