-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ie0x3QFE25m40Y8ebXClf7i+jx32pRJYtcCShxAFKUKvG4gvI2xaTM6UtTADlvH3 O1sQ3w0dkzvFWc5QPtKvfQ== 0000950129-98-003175.txt : 19980729 0000950129-98-003175.hdr.sgml : 19980729 ACCESSION NUMBER: 0000950129-98-003175 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980728 EFFECTIVENESS DATE: 19980728 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANIEL INDUSTRIES INC CENTRAL INDEX KEY: 0000026821 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 741547355 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-60013 FILM NUMBER: 98672451 BUSINESS ADDRESS: STREET 1: 9753 PINE LAKE DR CITY: HOUSTON STATE: TX ZIP: 77055 BUSINESS PHONE: 7134676000 MAIL ADDRESS: STREET 1: 9753 PINE LAKE DRIVE CITY: HOUSTON STATE: TX ZIP: 77055 S-8 1 DANIEL INDUSTRIES, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998 REGISTRATION NO.333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- DANIEL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1547355 (State or other jurisdiction (I.R.S Employer of incorporation or organization) Identification No.) 9753 PINE LAKE DRIVE HOUSTON, TEXAS 77055 (Address of Principal Executive Offices) SERVICE AGREEMENTS WITH BARRY WEBB, N.C. BUTLER AND IAN ARTHUR REED (Full title of the plan) KATIE-PAT BOWMAN VICE PRESIDENT AND GENERAL COUNSEL DANIEL INDUSTRIES, INC. 9753 PINE LAKE DRIVE HOUSTON, TEXAS 77055 (Name and address of agent for service) (713) 467-6000 (Telephone number, including area code, of agent for service) ------------------------- CALCULATION OF REGISTRATION FEE
=============================================================================================================================== TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING PRICE FEE UNIT (1) (1) - ------------------------------------------------------------------------------------------------------------------------------- Common Stock $1.25 par value 30,000 shares (2) $17.97 $539,100 $160 ===============================================================================================================================
(1) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating the registration fee and based upon the average of the high and low sale prices of a share of Common Stock as reported by the New York Stock Exchange on July 24, 1998. (2) Includes the Common Stock purchase rights associated with the shares of Common Stock being registered (the "Rights"). ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference The following documents previously filed by Daniel Industries, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; (c) The description of the Company's Common Stock contained in its Registration of Securities of Certain Successor Issuers on Form 8-B dated May 5, 1988; and (d) The description of the Company's Preferred Share Purchase Rights contained in its Registration Statement on Form 8-A filed June 5, 1990. All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the filing of this Registration Statement and before the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. Description of Securities Not applicable. ITEM 5. Interests of Named Experts and Legal Counsel Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by Katie-Pat Bowman, General Counsel to the Company. Ms. Bowman owns 2,000 shares of Common Stock, subject to forfeiture in the event she does not continue in the Company's employ in accordance with the vesting restriction of her award under the Company's Stock Award Plan, and holds options to purchase 25,000 shares of Common Stock, none which are currently exercisable. ITEM 6. Indemnification of Directors and Officers The Company's Certificate of Incorporation contains a provision that eliminates the personal liability of a director to the Company and its stockholders for monetary damages for breach of his fiduciary duty as a director, except liability (i) for any breach of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payment of an improper dividend or improper repurchase of the Company's stock under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Except as set forth above, if a director were to breach his fiduciary duty in performing his duties as a director, neither the Company nor its stockholders could recover monetary damages from the director, and the only course of action available to the Company's stockholders would be equitable remedies, such as an action to enjoin or rescind a II-1 3 transaction involving a breach of fiduciary duty. To the extent certain claims against directors are limited to equitable remedies, the provision in the Company's Certificate of Incorporation may reduce the likelihood of derivative litigation and may discourage stockholders or management from initiating litigation against directors for breach of their fiduciary duty. Additionally, equitable remedies may not be effective in many situations. If a stockholder's only remedy is to enjoin the completion of the Board of Directors' action, this remedy may be ineffective if the stockholder does not become aware of a transaction or event until after it has been completed. In such a situation, it is possible that the stockholders and the Company would have no effective remedy against the directors. The Company's Certificate of Incorporation further provides that, if the Delaware General Corporation Law is amended to allow the further elimination or limitation of the liability of directors, then the liability of the Company's directors shall be limited or eliminated to the fullest extent permitted by the amended Delaware General Corporation Law. Article IX of the Company's By-laws provides that each person who is or was a director or officer of the Company, or who serves or served any other enterprise or organization as such at the request of the Company, shall be indemnified by the Company to the fullest extent permitted by the Delaware General Corporation Law. Delaware corporations also are authorized to obtain insurance to protect officers and directors from certain liabilities, including liabilities against which the corporation cannot indemnify its directors and officers. The Company currently has in effect a directors' and officers' liability insurance policy, which provides coverage in the amount of $10,000,000, subject to a deductible of $175,000 per loss for securities activities ($75,000 deductible per loss for all other activities not specifically excluded) and excludes coverage for dishonest, fraudulent or criminal acts and situations where the officer or director gained a personal advantage or profit. ITEM 7. Exemption from Registration Claimed Not applicable. ITEM 8. Exhibits 4.1 Note Purchase Agreement dated as of December 5, 1988, between the Company and The Variable Annuity Life Insurance Company, The Mutual Benefit Life Insurance Company, MONY Life Insurance Company of America and MONY Legacy Life Insurance Company (including the form of the Company's Senior Notes in the aggregate in the principal amount of $20,000,000) (filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended September 30, 1988, and hereby incorporated by reference herein). 4.2 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Registration of Securities of Certain Successor Issuers on Form 8-B dated May 5, 1988, and hereby incorporated by reference herein). 4.3 Amendment to Certificate of Incorporation of the Company (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 12, 1996, and hereby incorporated by reference herein). 4.4 By-laws of the Company, as amended through June 1, 1997 (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, and incorporated by reference herein). II-2 4 4.5 Certificate of Designation, Powers, Preferences and Rights of Series A Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's Form 8 amending its Annual Report on Form 10-K for the year ended September 30, 1990, and hereby incorporated by reference herein). 4.6 Rights Agreement dated as of May 31, 1990, between the Company and Wachovia Bank and Trust Company, N.A., as Rights Agent (filed as Exhibit 1 to the Company's Registration of Certain Classes of Securities on Form 8-A filed June 5, 1990, and hereby incorporated by reference herein). 4.7 Form of Service Agreement dated January 25, 1991, Supplemental Service Agreement dated May 28, 1996, and further amendment Agreement dated May 12, 1998, entered into between each of Barry Webb, N.C. Butler and Ian Arthur Reed and Daniel Industries Ltd. (or its predecessors). 5.1 Opinion of Katie-Pat Bowman, regarding legality of securities. 23.1 Consent of Katie-Pat Bowman (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (contained on page II-5 and II-6 hereof). ITEM 22. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities II-3 5 (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 27th day of July, 1998. DANIEL INDUSTRIES, INC. By R.C. Lassiter -------------------------- R.C. Lassiter Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints R. C. Lassiter and James M. Tidwell his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- Ronald C. Lassiter Chief Executive Officer and Chairman of July 27, 1998 - --------------------------------------- the Board (Principal Executive Officer) Ronald C. Lassiter James M. Tidwell Executive Vice President and Chief July 27, 1998 - --------------------------------------- Financial Officer (Principal Financial James M. Tidwell Officer) Wilfred M. Krenek Controller (Principal Accounting Officer) July 27, 1998 - --------------------------------------- Wilfred M. Krenek Director July __, 1998 - --------------------------------------- Nathan M. Avery Director July __, 1998 - --------------------------------------- Michael M. Carroll
II-5 7 Ralph F. Cox Director July 27, 1998 - --------------------------------------- Ralph F. Cox Gibson Gayle, Jr. Director July 27, 1998 - --------------------------------------- Gibson Gayle, Jr. W.A. Griffin Chairman Emeritus and a Director July 27, 1998 - --------------------------------------- W.A. Griffin Thomas J. Keefe Director July 27, 1998 - --------------------------------------- Thomas J. Keefe Leo E. Linbeck, Jr. Director July 27, 1998 - --------------------------------------- Leo E. Linbeck, Jr. Brian E. O'Neill Director July 27, 1998 - --------------------------------------- Brian E. O'Neill
II-6 8 INDEX TO EXHIBITS EXHIBITS - -------- 4.1 Note Purchase Agreement dated as of December 5, 1988, between the Company and The Variable Annuity Life Insurance Company, The Mutual Benefit Life Insurance Company, MONY Life Insurance Company of America and MONY Legacy Life Insurance Company (including the form of the Company's Senior Notes in the aggregate in the principal amount of $20,000,000) (filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended September 30, 1988, and hereby incorporated by reference herein). 4.2 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Registration of Securities of Certain Successor Issuers on Form 8-B dated May 5, 1988, and hereby incorporated by reference herein). 4.3 Amendment to Certificate of Incorporation of the Company (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 12, 1996, and hereby incorporated by reference herein). 4.4 By-laws of the Company, as amended through June 1, 1997 (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, and incorporated by reference herein). 4.5 Certificate of Designation, Powers, Preferences and Rights of Series A Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's Form 8 amending its Annual Report on Form 10-K for the year ended September 30, 1990, and hereby incorporated by reference herein). 4.6 Rights Agreement dated as of May 31, 1990, between the Company and Wachovia Bank and Trust Company, N.A., as Rights Agent (filed as Exhibit 1 to the Company's Registration of Certain Classes of Securities on Form 8-A filed June 5, 1990, and hereby incorporated by reference herein). 4.7 Form of Service Agreement dated January 25, 1991, Supplemental Service Agreement dated May 28, 1996, and further amendment Agreement dated May 12, 1998, entered into between each of Barry Webb, N.C. Butler and Ian Arthur Reed and Daniel Industries Ltd. (or its predecessors). 5.1 Opinion of Katie-Pat Bowman, regarding legality of securities. 23.1 Consent of Katie-Pat Bowman (included in Exhibit 5.1). 23.2 Consent of Price Waterhouse LLP. 24.1 Powers of Attorney (contained on page II-5 and II-6 hereof). EX-4.7 2 FORM OF SERVICE AGREEMENT 1 EXHIBIT 4.7 DATED JANUARY 25, 1991 SPECTRA-TEK UK LTD - and - [NAME] ------------------------------ SERVICE AGREEMENT ------------------------------ 2 INDEX
Clause No. Page No. - ---------- -------- 1. DEFINITIONS 2 2. APPOINTMENT 3 3. TERM 3 4. DUTIES AND DEVOTION TO DUTIES 4 5. PLACE OF WORK/REPORTING STRUCTURE 5 6. REMUNERATION/BENEFITS 5 7. EXPENSES 6 8. MOTOR CAR 6 9. HOLIDAYS AND ILLNESS 7 10. INTELLECTUAL PROPERTY 8 11. CONFIDENTIALITY 8 12. DELIVERY UP OF DOCUMENTS 9 13. RESTRICTIONS 9 14. TERMINATION 11 15. PRIOR RIGHTS/SURVIVING CLAUSES 12 16. RESIGNATION OF OFFICES 12 17. WAIVER 13 18. BENEFIT 13 19. NOTICES 13 20. PRIOR AGREEMENTS 13 21. CONTINUOUS EMPLOYMENT 14 22. EMPLOYMENT PROTECTION (CONSOLIDATION) ACT 1978 14 THE SCHEDULE 15
3 THIS AGREEMENT is made the day of 1991 BETWEEN SPECTRA-TEK UK LTD, Swinton Grange, Malton, North Yorkshire, YO17 0QR (hereinafter called "the Company") of the one part and [NAME AND ADDRESS] (hereinafter called "the Employee") of the other part. WHEREBY IT IS AGREED as follows:- 1. DEFINITIONS 1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: "the Board" means the Board of Directors of the Company. "the Commencement Date" means the first day of February 1991. "Confidential Information" means information relating to the business, products, affairs and finances of the Company or of any Group Company (including without limitation accounting methods and marketing information) for the time being confidential to the Company or to the respective Group Company or treated by the Company or by the respective Group Company as such and trade secrets (including without limitation formulae, processes, methods, inventions, technical data and know-how) relating to the business of the company or of any Group Company. "Group Company" means and includes any company which is from time to time (a) a holding company (as defined by s.736 of the Companies Act 1985) of the Company, or (b) a subsidiary company (as so defined) of the Company, or (c) a subsidiary company (as so defined) of a holding company of the Company and "holding company" and "subsidiary company" shall, when used individually, be so defined. 4 "termination date" means the effective termination date of the employment hereunder as defined by the Employment Protection (Consolidation) Act 1978. "the Spectra-Tek Group" means Spectra-Tek International Limited or any holding company of Spectra-Tek International Limited or any subsidiary company of Spectra-Tek International Limited or such holding company (the expressions "holding company" and "subsidiary company" being as defined in s.736 of the Companies Act 1985). 1.2 Any reference in this Agreement to a statutory provision includes any statutory modification or re-enactment of it or the provision to which reference is made. 2. APPOINTMENT The Company shall employ the Employee and the Employee shall serve the Company as Financial Director or in such other capacity as the Company may from time to time reasonably require. 3. TERM 3.1 The Employment of the Employee hereunder shall (subject as hereinafter provided) commence on the commencement date and continue thereafter unless and until terminated by the Company giving to the Employee not less than three years' written notice of termination, or by the Employee giving to the Company not less than one year's written notice of termination provided that in any event the employment shall cease on the last day of the month in which the employee attains the age of sixty years. 3.2 In the following circumstances, the written notice which the Employee is required to give to the Company will be reduced to three months:- 3.2.1 if more than 50% of the shares in Spectra-Tek International Limited is acquired by a person other than Spectra-Tek Limited or another company in the Spectra-Tek Group or Messrs. Gibson, Butler, Webb and Reed; 5 3.2.2 if any one or more of a competitor of the Spectra-Tek Group or Mr. S.R. Greener or Mr. C.W. Shaw or any persons acting in concert with them acquires effective control over the Board of the Company or Spectra-Tek International Limited. 4. DUTIES AND DEVOTION TO DUTIES 4.1 The Employee shall well and faithfully serve the Company, use his utmost endeavours to promote its interests, and shall comply with all obligations and duties in relation to the Company placed on him by law in his capacity as director. He shall assume such office, perform such duties and exercise such powers in relation to the conduct and management of the affairs of the Company and any Group Company that may from time to time be assigned to or vested in him by or at the direction of the Board and shall give to the Board such information concerning the affairs of the Company and any Group Company as the Board shall require and at all times shall conform to the reasonable and lawful directions of the Board. Further, the Employee shall at all times comply with all the rules and regulations of the Company for the time being in force. 4.2 Without prejudice to the Employee's duty of fidelity to the Company and to any Group Company, the Employee shall devote the whole of his time, attention and abilities during normal business hours and at such other times as the Company or his duties may reasonably require to the business affairs of the Company and any Group Company unless prevented by ill-health or injury from doing so. 4.3 The Employee shall not, either on his own account or as the Employee of others or otherwise be engaged or concerned in any business or engagement other than that of the Company or any Group Company except with the prior written consent of the Board but the Employee may nevertheless be or become a minority holder for investment purposes only of any securities of any company provided that he does not hold directly or indirectly more than 10 per cent of the securities of any one company. 4.4 The Company shall be under no obligation to provide any work for the Employee during any period of notice to terminate this Agreement given either 6 by the Company or the Employee. The Company may at any time during such period suspend the Employee on full pay and benefits from his employment or exclude him from the premises of the Company. 5. PLACE OF WORK 5.1 The Employee will work at the offices of the Company at Swinton Grange, Malton, North Yorkshire or at such other places within reasonable daily travelling distance of such offices as the Board may require from time to time for the proper performance of his duties hereunder. 6. REMUNERATION/BENEFITS 6.1 The Company shall pay to the Employee during the continuance of his employment a salary at the rate of (pound)44,000 per annum or such higher rate as the Company shall from time to time decide. In the event of any such increase of salary being notified by the Company to the Employee such increase shall thereafter have effect as if it were specifically provided for as a term of this Agreement. The said salary shall unless otherwise agreed in writing include any sums receivable as Director's fees or other remuneration from the Company or any Group Company and shall accrue daily and be payable by equal monthly instalments in arrears on the last day of each calendar month. 6.2 The Employee shall continue as a member of such appropriate schemes for life assurance, permanent health insurance, medical expenses and personal accident maintained by the Company upon and subject to the rules and provisions of any such scheme. 6.3 The Company shall pay to the approved pension scheme of the Employee an amount equal to 20% of the Employee's annual salary as specified in sub-clause 6.1 above or such higher figure as may from time be determined by the Company and notified to the Employee in writing. The contributions shall be paid in 12 equal monthly parts in arrears at the end of each calendar month. 7 6.4 The Employee shall at the invitation of the Board and on terms which the Board may prescribe, be eligible for membership of any profit sharing scheme which may be introduced. 7. EXPENSES The Employee shall be reimbursed by the Company all travel, hotel and other out-of-pocket expenses reasonably and properly incurred by him in the discharge of his duties subject to the production of any vouchers or other evidence of such expenses as the Company may from time to time reasonably require. 8. MOTOR CAR 8.1 The Company shall supply the Employee with a car deemed by the Board to be suitable and commensurate with his status for the performance of his duties hereunder the leasing or other rental or deferred purchase cost of which shall not exceed (pound)1,200 per month (increasing annually by the same percentage amount as the percentage increase in the United Kingdom Retail Price Index for that period or at such other higher rate as may be determined upon and notified by the Company to the Employee). 8.2 The Company shall pay such running costs in respect of such car as are incurred while on Company business together with all insurance and maintenance costs except where damage is incurred as a result of the Employee's negligent use of the car. The Company shall permit the Employee the use of such car for private use subject to any conditions specified by the Company. The Employee shall ensure at all times that when the car is driven on the road it is in the state and condition required by the law of the country in which it is being driven and that if so required a current test certificate is in force in respect of it. The Employee shall ensure that he holds a current driving licence. 9. HOLIDAYS AND ILLNESS 9.1 In addition to United Kingdom statutory and other public holidays, the Employee shall be entitled to thirty working days paid holiday and such 8 additional paid holidays each year as may be agreed by the Board, to be taken at times agreed by the Board. 9.2 Any unused entitlement shall not be carried forward into the following holiday year without the consent of the Board and shall, in any event, not be carried forward beyond the end of the following holiday year (which expression shall mean 1st January to 31st December). 9.3 The Employee is entitled to be paid during any period of absence from work due to sickness or injury, subject however to the provisions of clause 14.2 and also subject to the right of the Company to deduct from the remuneration of the Employee the amount of income benefit which he is entitled to claim in consequence of sickness or accident under any scheme for the time being in force of which by virtue of his employment by the Company he is a non-contributory member: 9.4 In the event that the Employee is incapable of performing his duties by reason of injury sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any third party, all payments made to the Employee by the Company by way of remuneration shall to the extent that compensation is recoverable from that third party constitute loans by the Company to the Employee (notwithstanding that as an interim measure income tax has been deducted from such payments as if they were emoluments of employment) and shall be repaid when and to the extent that the Employee recovers compensation for loss of earnings from that third party by action or otherwise. 10. INTELLECTUAL PROPERTY 10.1 Any work in which copyright may subsist and any discovery invention secret process or improvement in each case made or discovered by the Employee during his employment ("Intellectual Property") shall forthwith be disclosed to the Company. 10.2 Any Intellectual Property made or originated by the Employee in the course of his normal duties or duties assigned to him and which relate to the affairs of the company or any Group Company shall belong to and be the absolute property of the Company. 9 10.3 If and whenever required to do so by the Company the Employee shall execute a formal assignment of all of his rights and at the expense of the Company shall apply or join with the Company or its nominee in applying for letters patent or other equivalent protection in the United Kingdom and in any other part or parts of the world for any such discovery invention process or improvement and shall at the expense of the Company execute all instruments and do all things necessary for vesting such letters patent or other equivalent protection when obtained in the Company or its nominee. 10.4 The Employee will not seek to assert any Moral Rights (as defined in Sections 77 and 80 of the Copyright Design and Patent Act 1988) against the Company. 11. CONFIDENTIALITY 11.1 Given the nature of the work undertaken by the Company and the involvement that the Employee will have in all aspects of the Company's business, the Employee will have direct access to Confidential Information the disclosure of which could be extremely damaging to the business of the Company or any Group Company. In order to protect the confidentiality of that information and without prejudice to every other duty which the Employee has to keep secret all information given to him or gained in confidence, the Employee recognises that the terms of this clause are necessary and reasonable. 11.2 The Employee shall not either during the continuance of this Agreement (otherwise than in the performance of his duties hereunder) or thereafter, without the consent in writing of the Company first being obtained, make use of in any way whether on his own account or on the account of any other, or divulge to any person firm or company, and he shall during the continuance of this Agreement use his best endeavours to prevent the publication or disclosure of, any Confidential Information which has or may come to his knowledge during the continuance of this Agreement or previously or otherwise. 10 12. DELIVERY UP OF DOCUMENTS Upon the termination of this Agreement the Employee shall deliver up to the Company or its authorised representatives all books, plans, statistics, documents, computer discs, computer print-outs or computer programmes or software, records, papers or property of whatsoever nature which may be in his possession or control and relate in any way to the business or affairs of the Company or of any Group Company and no copies shall be retained by him. 13 RESTRICTIONS 13.1 During a period of one year following the termination of the Employee's employment hereunder the Employee will not, whether by himself, by his servants or agents or otherwise howsoever:- 13.1.1 be employed by, or enter into partnership with, employ or attempt to employ or negotiate or arrange the employment or engagement by any other person, firm or company of, any person who to his knowledge was at the date of termination, or within the period of two years preceding that date had been a senior employee of the Company or of any Group Company; 13.1.2 directly or indirectly canvass or solicit or endeavour to entice away from the Company the business of any person (a) who at, or at any time during the period of two years prior to, the termination date shall have to his knowledge been a customer, client or agent of, or who has had any dealings with, the Company or any Group Company and (b) with whom the Employee shall had any contact in the normal course of his employment during that period of two years, provided that nothing in this sub-clause shall prohibit any activities of the Employee which are not in direct or indirect competition with any business carried on by the Company or by any Group Company at the date of termination; 13.1.3 supply, carry out or undertake any product or service similar to those offered by the Company or by any Group Company, in respect of the provision of which the Employee was engaged to a material extent during his employment with the Company to or for any person (a) who at, or at any time during the period of two years prior to, the termination date shall have, to his knowledge, been a customer, client or agent of, 11 or who was in the habit of dealing with, the Company or any Group Company and (b) with whom the Employee shall have had any contact in the normal course of his employment during that period of two years. 13.2 At any time after the termination of his employment hereunder howsoever occasioned the Employee shall not directly or indirectly represent himself as being interested in or employed by or in any way connected with the Company or with any Group Company. 13.3 If the Company or any Group Company shall have obtained any confidential information from any third party under an agreement which includes restrictions on disclosure known to the Employee the Employee shall not, without the written consent of the Company, at any time infringe such restrictions. 13.4 The Employee acknowledges that the duration, extent and application of each of the restrictions in this clause are not greater than is necessary for the protection of the interests of the Company or any Group Company and if any of the restrictions are adjudged to go beyond what is properly considered reasonable in all the circumstances but would be adjudged reasonable if part or parts thereof was or were deleted then the Employee agrees that the restrictions shall continue to apply save for the deletion of the offending part or parts. 13.5 Each of the sub-clauses of Clause 13.1 and Clauses 13.2 to 13.4 inclusive above shall be deemed to constitute a separate agreement and shall be construed independently of the others. 14. TERMINATION 14.1 In any of the following circumstances the Company may terminate this Agreement by written notice taking effect on the date of its service in which case the Employee shall not be entitled to any further payment from the Company except such sums as shall then have accrued due: 14.1.1 if the Employee shall be guilty of any gross misconduct or serious breach or non-observance of any of the provisions of the Agreement or 12 shall neglect or fail (otherwise than by reason of accident or ill health) or shall refuse to carry out the duties required of him hereunder or shall be guilty of any gross negligence in relation to his duties hereunder; 14.1.2 if the Employee shall be guilty of a criminal offence and sentenced (expect in a case not involving dishonesty) to a term of imprisonment; 14.1.3 if the Employee shall commit any act of bankruptcy or shall take advantage of any statute for the time being in force offering relief for insolvent debtors; 14.1.4 if the Employee shall commit any other act which would prohibit him by law from being a director. 14.2 If the Employee shall at any time become or be unable properly to perform his duties hereunder by reason of ill-health accident or otherwise for a period or periods aggregating at least 180 days in any period of 12 consecutive calendar months the Company may by not less than three month's notice in writing determine this Agreement but any such notice of determination shall be given by the Company within three months after such period or periods totalling 180 days. 15. PRIOR RIGHTS/SURVIVING CLAUSES The expiration of or termination of this Agreement howsoever caused shall not prejudice any claim which either party may have against the other in respect of any antecedent breach of contravention of or non-compliance with any provision hereof nor shall it prejudice the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 16. RESIGNATION FROM OFFICES Upon the determination of this Agreement howsoever arising the Employee shall at any time or from time to time thereafter upon the request of the Company resign without claim for compensation from all offices held by him 13 in the Company and any Group Company and should he fail to do so the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and execute all documents or things necessary or requisite to give effect thereto provided that the provisions of this clause shall be without prejudice to any claim which the Employee may have otherwise in relation to the termination of his employment. 17. WAIVER Failure by either party to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed to be a waiver of such terms, covenants, or conditions nor shall any waiver or relinquishment of any right or power hereunder at any time or times be deemed to be a waiver or relinquishment of such right or power at any other time or times. 18. BENEFIT Except as otherwise herein expressly provided this Agreement shall inure to the benefit of and be binding upon the Company its successors and assigns, including but not limited to, any corporation which may acquire all or substantially all the Company's assets and business or with which the Company may be consolidated or merged. 19. NOTICES Any notice hereunder shall be given in writing by either party to the other and may be delivered or sent by registered post addressed in the case of the Company to its Registered Office and in the case of the Employee to his address last known to the Company and any such notice shall in the case of delivery be deemed to have been served at the time or delivery and in the case of posting at the expiration of twenty-four hours after it has been placed in the Post Office. 20. PRIOR AGREEMENTS This Agreement is in substitution for all previous contracts of service express or implied between the Company or any Group Company and the Employee, 14 which shall be deemed to have been terminated by mutual consent from the date hereof. 21. CONTINUOUS EMPLOYMENT The previous employment of the Employee shall be reckoned as continuous employment with the Company. Accordingly the Employee's period of continuous employment with the Company shall be deemed to have commenced on 3rd September 1973. 22. EMPLOYMENT PROTECTION (CONSOLIDATION) ACT 1978 Such additional particulars as are required in a statement of terms of employment are contained in the Schedule which shall form a part of this Agreement. IN WITNESS whereof the parties hereto have executed this Agreement as a Deed the day and year first above-written SIGNED by ) [ ]) -------------------------------------------- a Director and by ) Director [ ]) the Secretary/a Director ) duly authorised for and ) on behalf of ) -------------------------------------------- SPECTRA-TEK UK LIMITED ) Director/Secretary SIGNED and DELIVERED by [NAME] ) ) -------------------------------------------- in the presence of: Witness: -------------------------------------------- Address: -------------------------------------------- Occupation: -------------------------------------------- 15 THE SCHEDULE PARTICULARS OF TERMS OF EMPLOYMENT In accordance with the Employment Protection (Consolidation) Act 1978, the following terms of the Director's appointment apply on the date of the Agreement as provided therein:- a) TITLE see Clause 2 b) REMUNERATION see Clause 6 c) HOURS OF WORK there are no fixed hours - see Clause 4 d) HOLIDAYS see Clause 9 e) SICKNESS OR INJURY see Clause 9 f) PENSION there is no pension scheme applicable to the Employee but the Employee is a member of an approved Pension Scheme to which the Company has agreed to contribute - see Clause 6.3 g) NOTICE see Clauses 3 and 14 h) DISCIPLINE AND GRIEVANCE PROCEDURE there are no fixed disciplinary rules applicable to this appointment. In the event that the Employee is dissatisfied with any action against him or has any grievance relating to his employment, he should apply in the first instance to the Chairman of the Board, who will either propose a solution or refer the matter to the Board for its attention. i) CONTINUOUS EMPLOYMENT the previous employment of the Employee shall be reckoned as continuous employment with the Company - see Clause 21. 16 DATED 1996 - -------------------------------------------------------------------------------- SPECTRA-TEK INTERNATIONAL LIMITED and - [NAME], - -------------------------------------------------------------------------------- SUPPLEMENTAL SERVICE AGREEMENT - -------------------------------------------------------------------------------- Rollit Farrell & Bladon Wilberforce Court High Street HULL HU1 1YJ Tel: (01482) 323239 Fax: (01482) 326239 17 THIS AGREEMENT is dated the 28th day of May 1996 B E T W E E N:- SPECTRA-TEK INTERNATIONAL LIMITED whose registered office is at Swinton Grange, Malton, North Yorkshire Y017 0QR ("the Company") and [NAME AND ADDRESS] ("the Employee") WHEREAS (1) This Agreement is supplemental to a service agreement between Spectra-Tek UK Limited and the Employee dated 25th January 1991 which was varied by a Board Resolution dated 25th April 1991 ("the Service Agreement"). (2) On the 1st April 1995 the Employee agreed that the Service Agreement and his employment should be transferred to the Company which from that date has been his employer. Since 1st April 1995 the Company has provided the Employee's services to other Group Companies including Spectra-Tek UK Limited. (3) The Company and the Employee have agreed to vary the terms of the Service Agreement as set out herein. (4) The terms of this Agreement are subject to the completion of the acquisition of the shares in the Company by Daniel International Holdings Limited (a subsidiary company of Daniel). IT IS HEREBY AGREED 1. Interpretation 1.1 Words and expressions which are defined in the Service Agreement are to bear the same meaning in this Agreement and for the avoidance of doubt all references to "the Company" shall mean Spectra-Tek International Limited whether in this Agreement or in the Service Agreement. 1.2 "Completion Date" shall mean the date the sale and purchase of the shares in the Company is completed in accordance with clause 4 of an agreement ("the Sale Agreement) dated 28 May 1996 for the acquisition of the shares in the Company by Daniel International Holdings Limited. 1.3 "Daniel" shall mean Daniel Industries Inc 2. AMENDMENTS OF THE SERVICE AGREEMENT 2.1 Clause 3 of the Service Agreement shall be deleted in its entirety and the wording set out below shall be substituted:- 1 18 3.1 "The employment of the Employee shall commence on the Completion Date and shall continue for a fixed term of three years subject to clause 3.2 below 3.2 The Employee shall have the right to terminate this agreement where there is a change of control (as defined in clause 3.3) of the Company by giving three months notice within three months of the event which triggers the change of control. 3.3 For the purpose of clause 3.2 a change of control of the Company shall be regarded as having occurred if:- 3.3.1. Any third party (or group of third parties acting together) acquires control of the composition of the Board of Directors of the Company within the meaning of section 736 (2) of the Companies Act 1985 or 3.3.2. Any third party (or group of third parties acting together) becomes entitled to exercise more than 50% of the voting rights attributable to the share capital of the Company. 3.4 The Employee shall have the right to terminate this agreement where there is a change of control (as defined in clause 6 of this Agreement) of Daniel by giving three months notice within three months of the event which triggers the change of control. 3.5 The Employee has the right at any time during this Agreement to terminate this agreement by giving three months notice where an Event of Termination (as defined in clause 7 of this Agreement) has occurred, such notice to be given within three months of the occurrence of the Event" 2.2 In clause 6.1 of the Service Agreement the figure of (pound)44,000 (as subsequently increased to (pound)126,000) shall be deleted and the figure of (pound)90,000 shall be substituted. An additional sentence shall be added to clause 6.1 as follows:- 6.1 "The Company shall review the Employee's salary on each anniversary of the Completion Date when it can increase (but not decrease) the Employee's salary." 2.3 Clause 6.3 of the Service Agreement shall be deleted and the following substituted:- 6.3 "The Company shall pay to the Employee's Approved Pension Scheme an amount equal to 15% of the Employee's annual salary as specified in sub-clause 6.1 above. The contribution shall be paid in 12 equal monthly parts in arrears at the end of each current month". 2 19 2.4 Clause 6.4 of the Service Agreement shall be deleted and the following substituted:- 6.4 "The Company will introduce a bonus plan with effect from 1st April 1996 and the Employee will be eligible for a bonus of up to 50% of his basic annual salary half of which will be dependent on the Company's achievement of its operational goals, (such goals to be set by the Board) the other half being dependent on the achievement by Daniel of its target earnings, (such goals and targets to be set by the Chief Executive of Daniel from time to time)." 2.5 In clause 8.1 of the Service Agreement the figure of(pound)1,000 per month shall be substituted for the figure of(pound)1,200 2.6 A new clause shall be added to the Service Agreement as follows: "The Company hereby undertakes that it will not save with the express consent in writing of the Employee either during the term of this Agreement or for a period of 50 years thereafter make any alteration to the Rules, Constitution or otherwise of the Employee's Approved Pension Scheme with the Company whereby the benefits under the Scheme or the Rules under which the benefits may be taken by the Employee shall be in any manner varied" 3. This Agreement shall have full force and effect from the Completion Date. 4. Save as set out herein the Company and the Employee confirm in all respects the provisions of the Service Agreement. 5. CONSIDERATION FOR THE VARIATION In consideration of the Employee agreeing to enter into certain restrictions on competing against the Company and Daniel contained in the Sale Agreement and the variations to his Service Agreement set out in this Agreement, the Company has agreed:- 5.1 Within 30 days of this Agreement the Company shall pay to the Employee the sum of (pound)50,000 (subject to such tax and national insurance as the Company is obliged by law to deduct) and 5.2 On each of 28 May 2000 and on 28 May 2001 (or if earlier on the date on which a change of control of the Company or of Daniel occurs) the Company shall pay to the Employee the sum of (pound)50,000 (subject to such tax and national insurance as the Company is obliged by law to deduct) and 3 20 5.3 The Company undertakes to procure that Daniel issues to the Employee 30,000 non-assessable shares of Daniel Common Stock of $1.25 each (credited as fully paid) as follows:- 5.3.1 By issuing 10,000 shares on the Completion Date. 5.3.2 By issuing a further 10,000 shares on the 28 November 1997 and 5.3.3 By issuing the balance on the third anniversary of the Completion Date 5.3.4 In the event of a change of control of the Company (as defined in clause 3.3 above) any unissued shares shall be immediately issued to the Employee 5.3.5 If a change of control of Daniel occurs as defined in clause 6 any shares not issued immediately prior to the date on which change of control becomes effective shall be issued forthwith to the Employee. 5.4 If the Employee leaves the employment of the Company or dies prior to any of the dates referred to in clauses 5.2 and 5.3 the following arrangements shall apply: 5.4.1 If the Employee dies then the said payments shall be made and the tranches of shares shall be issued on the dates referred to in clauses 5.2 and 5.3 but shall be paid or granted as the case may be to the Employee's Personal Representatives. 5.4.2 If the Employee ceases to be employed by the Company for any of the reasons set forth in clause 7 any payments not made or any shares not issued at the effective date of termination shall be issued forthwith to the Employee. 6. CHANGE IN CONTROL OF DANIEL A "Change in Control of Daniel" shall have occurred if, after the Completion Date: 6.1 a report on Schedule l2D shall be filed with the US Stock Exchange Commission pursuant to Section l3(d) of the US Exchange Act and that report discloses that any person (within the meaning of Section l3(d) of the Exchange Act), other than Daniel (or one of its subsidiaries) or any employee benefit plan sponsored by Daniel (or one of its subsidiaries), is the beneficial owner (as that term is defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of 20 percent or more of the outstanding Voting Stock; 6.2 any person (within the meaning of Section l3(d) of the Exchange Act), other than Daniel (or one of its subsidiaries) or any 4 21 employee benefit plan sponsored by Daniel (or one of its subsidiaries), shall purchase securities pursuant to a tender offer or exchange offer to acquire any Voting Stock (or any securities convertible into Voting Stock) and, immediately after consummation of that purchase, that person is the beneficial owner (as that term is defined in Rule l3d-3 under the Exchange Act) directly or indirectly, of 20 percent or more of the outstanding Voting Stock (such person's beneficial ownership to be determined, in the case of rights to acquire Voting Stock, pursuant to paragraph (d) of Rule l3d-3 under the Exchange Act); 6.3 the stockholders of Daniel shall approve (a) a merger or consolidation of Daniel with or into any other person, unless the sole purpose of the merger is to Daniel domicile within the United States of America, (b) any sale, lease, exchange or other transfer of all or substantially all the assets of Daniel and its consolidated subsidiaries, (c) the dissolution of the Company, or (e) a transaction immediately after the consummation of which any person (within the meaning of Section l3(d) of the Exchange Act), directly or indirectly, of more than 50 percent of the outstanding Voting Stock; or 6.4 during any period of 12 consecutive months, the individuals who at the beginning of that period constituted the Board of Directors of Daniel shall cease to constitute a majority of the Board of Directors. 7. TERMINATION An "Event of Termination " shall have occurred if, after the Completion Date, any of the following shall occur 7.1.1 the Company shall: 7.1.1.1 assign to the Employee any duties inconsistent with the Employee's position (including offices, titles and reporting requirements), authority, duties or responsibilities with the Company in effect immediately prior to the date of this Agreement; 7.1.1.2 remove the Employee from, or fail to re-elect or appoint the Employee to, any position with the Company that was held by the Employee immediately prior to the date of this Agreement, except that a nominal change in the Employee's title shall not constitute such an event; 7.1.1.3 take any other action that results in a material diminution in such position, authority, duties or responsibilities; 5 22 7.1.1.4 reduce the Employee's basic annual salary provided for by this Agreement (as may be increased from time to time) ; 7.1.1.5 relocate the Employee's principal office more than 20 miles from Swinton Grange Malton North Yorkshire; 7.1.1.6 fail to continue in effect the profit sharing and pension plan of the Company in which the Employee is a participant by virtue of the Service Agreement and this Agreement, unless an equitable arrangement (embodied in a substitute or alternative plan) shall have been made with respect to such profit sharing or pension plan to continue the Employee's participation in any such plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee and the level of the Employee's participation relative to other participants, as exist by virtue of the Service Agreement and this Agreement; 7.1.1.7 fail to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee by virtue of the Service Agreement and this Agreement ; 7.1.1.8 take any action that would directly or indirectly materially reduce any other benefits that were provided to the Employee by the Company by virtue of the Service Agreement and this Agreement; 7.1.1.9 fail to provide the Employee with the number of paid vacation days to which the Employee was entitled 7.1.1.10 do any other act or omit to do anything which amounts to a significant breach going to the root of the Employee's contract of employment or which shows an intention no longer to be bound by one or more of the essential terms of the contract 9. OPERATIVE LAW This Agreement is governed by and shall be construed in accordance with English Law. IN WITNESS whereof this Agreement has been executed as a Deed by the Company and the Employee the day and year first hereinbefore written. EXECUTED as a deed by affixing the ) Common Seal of SPECTRA-TEK ) INTERNATIONAL LIMITED in the ) presence of the under named and ) delivered at the date hereof ) 6 23 Director Secretary SIGNED as a deed by the said ) [NAME] ) in the presence of the witness ) named below and delivered at the ) date hereof ) Witness 7 24 THIS AGREEMENT is dated the twelfth day of May, 1998 BETWEEN: DANIEL INTERNATIONAL LIMITED ("DIL") whose registered office is at Swinton Grange, Malton, North Yorkshire YO17 0QR and [NAME AND ADDRESS] (the "Employee") WHEREAS this Agreement is supplemental to a service agreement between Spectra-Tek UK Limited and the Employee dated 25th January 1991, which was varied by a Board Resolution dated 25th April 1991 (together hereinafter described as "the Service Agreement") which was further varied by an agreement dated 1st April 1995 under which the Employee agreed that the Service Agreement and his employment should be transferred to Spectra-Tek International Limited ("the Company") and supplemented by a Supplemental Service Agreement dated the 28th day of May 1996 (the "Supplemental Agreement"); and WHEREAS on the 30th April 1997 the Employee agreed that the Service Agreement and the Supplemental Agreement and his employment should be transferred to Daniel Europe Limited ("DEL") which from that date has been his employer; and WHEREAS on the 11th May 1998 the Employee agreed that the Service Agreement and the Supplemental Agreement and his employment should be transferred to DIL which from that date has been his employer and which has provided his services to other Group companies owned or controlled by DIL; and WHEREAS all the service under the Service Agreement and under earlier agreements between the Employee and DIL and its associate, subsidiary and holding companies is continuous employment as defined by the Transfer of Undertakings (Protection of Employment) Regulations 1981; and WHEREAS, during the term of the Supplemental Agreement, Daniel may consider and desire to effect certain shifts in the organisation and reporting lines within the Daniel Measurement and Control Division ("M & C."), and, in connection with that reorganisation, would like the flexibility of changing the responsibilities and reporting lines of the Employee, provided that the Employee would not be assigned functions or responsibilities within M & C that are inconsistent with Employee's education, background or experience; and WHEREAS the parties desire to amend the Supplemental Agreement to correct certain provisions, to clarify Daniel's ability to change the responsibilities of the Employee in connection with any restructuring of M & C, and to accelerate (i) the issuance of the final 10,000 shares of Daniel Common Stock and (ii) the payment of UK100,000 Pounds Sterling (through payment of the discounted present value thereof), to which the Employee would be entitled under the Supplemental Agreement, all as more fully set forth herein; IT IS HEREBY AGREED: 25 1. Words and expressions which are defined in the Service Agreement or Supplemental Agreement and not otherwise defined herein are to bear the same meaning as they do in such other Agreements. 1.1 Daniel Measurement and Control shall mean the businesses and operations of DIL and Daniel Measurement & Control, Inc. that are engaged in the design, manufacture and sale of products (including electronic instruments) and systems designed to measure the rates of flow and accumulated volumes of liquids and gases, primarily for the oil and gas industry; and 2. The Agreement shall have full force and effect upon the execution hereof by each of DIL and the Employee (the "Effective Date"). 3. Save as set out herein DIL and the Employee confirm in all respects the provisions of the Service Agreement and Supplemental Agreement. 4. The first phrase of Section 6.1 of the Supplemental Agreement is hereby revised to read as follows: "a report on Schedule 13D shall be filed with the US Securities and Exchange Commission pursuant to Section 13(d) of the US Securities Exchange Act of 1934 (the "Exchange Act')....." 5. Section 6.3 of the Supplemental Agreement is hereby revised to read as follows in its entirety: "6.3 the stockholders of Daniel shall approve (a) a merger or consolidation of Daniel with or into any other person, unless the sole purpose of the merger is to change Daniel's domicile within the United States of America, (b) any sale, lease, exchange or other transfer of all or substantially all the assets of Daniel and its consolidated subsidiaries, (c) the dissolution of Daniel, or (d) a transaction immediately after the consummation of which any person (within the meaning of Section 13(d) of the Exchange Act) would be the beneficial owner (as defined in Section 13(d)), directly or indirectly, of more than 50 percent of the outstanding Voting Stock; or" 6. Section 6.4 of the Service Agreement which was modified by Clause 2.4 of the Supplemental Agreement is hereby revised to read as follows in its entirety: "6.4 With effect from 1st January 1998, the Employee will be entitled to participate in a bonus plan whereby he will be eligible for a bonus of up to 50% of his basic annual salary, half of which will be dependent on the achievement of operational goals set for that portion of M & C for which he has primary responsibility (as communicated to him by the President of M & C) and the other half of which will be dependent on the achievement by Daniel of its target earnings, all of such operational goals and target earnings shall be set by the Chief Executive Officer of Daniel from time to time." 26 7. Article 7 TERMINATION of the Supplemental Agreement is hereby revised to read as follows in its entirety: "An "Event of Termination" shall have occurred, if, after May 12th 1998, any of the following shall occur 7.1.1 DIL shall 7.1.1.1 assign to the Employee duties inconsistent with his background, training or experience, or inconsistent with those of a senior managerial position within M & C; 7.1.1.2 remove the Employee from, or fail to re-elect or appoint the Employee to, any position as a director of DIL and its associate and subsidiary companies that was held by the Employee immediately prior to the date of this Agreement; 7.1.1.3 reduce the Employee's basic annual salary provided for by the Supplemental Agreement (as may be increased from time to time); 7.1.1.4 relocate the Employee's principal office more than 20 miles from Swinton Grange, Malton, North Yorkshire; 7.1.1.5 fail to continue in effect the profit sharing and pension plans of DIL in which the Employee is a participant by virtue of the Service Agreement (as amended by the Supplemental Service Agreement and this Agreement), unless an equitable arrangement (embodied in a substitute or alternative plan) shall have been made with respect to such profit sharing or pension plan to continue the Employee's participation in any such plan (or any substitute or alternative plan) on substantially the same basis, both in terms of the amount of benefits provided to the Employee and the level of the Employee's participation relative to other participants, as exist by virtue of the Service Agreement (as amended by the Supplemental Service Agreement and this Agreement); 7.1.1.6 fail to continue to provide the Employee with benefits substantially similar to those enjoyed, or take any action that would directly or indirectly materially reduce the benefits enjoyed, by the Employee by virtue of the Service Agreement (as amended by the Supplemental Service Agreement and this Agreement); 7.1.1.7 fail to provide the Employee with the number of paid vacation days to which the Employee was entitled; 7.1.1.8 do any other act or omit to do anything which amounts to a significant breach going to the root of the Employee's contract of employment or which shows an intention no longer to be bound by one or more of the essential terms of the contract." 8. In consideration for the Employee agreeing to the variations in the Service Agreement and Supplemental Agreement set out in this Agreement, DIL 27 undertakes to procure that Daniel in accordance with its Guarantee to the Employee separately given and dated 28th May 1996 (i) issues to the Employee, within 15 business days of the Effective Date, the 10,000 shares of Daniel Common Stock referred to in Section 5.3.3 of the Supplemental Agreement, which would not otherwise have been issuable to the Employee until May 28, 1999, and (ii) pays to the Employee, within 15 business days of the Effective Date, (pound) Stg 83,837 (Eighty-three thousand eight hundred and thirty-seven Pounds Sterling), net of any Employee's tax and national insurance as DIL is obliged to deduct, in full and final satisfaction of the two instalments of(pound)Stg 50,000 (Fifty thousand Pounds Sterling) that would have been paid under Section 5.2 of the Supplemental Agreement on May 28, 2000 and May 28, 2001, such(pound)Stg 83,837 representing the discounted present value at 6.77% per annum (which is Daniel's current cost of borrowing) of the two instalments (pound) Stg 50,000. 8. This Agreement is governed by and shall be construed in accordance with English Law and any proceedings arising herefrom shall be within the jurisdiction of the English Courts. 28 IN WITNESS WHEREOF, this Agreement has been executed as a Deed by DIL and the Employee the day and year first hereinbefore written. EXECUTED as a deed by affixing the ) Common Seal of DANIEL ) INTERNATIONAL LIMITED in the ) Presence of the under named and ) Delivered at the date hereof ) Director Director SIGNED as a deed by the said ) [NAME] ) in the presence ) of the witness named below and ) delivered at the date hereof ) Witness EX-5.1 3 OPINION OF KATIE-PAT BOWMAN 1 EXHIBIT 5.1 LETTERHEAD OF DANIEL INDUSTRIES, INC. July 27, 1998 Daniel Industries, Inc. 9753 Pine Lake Drive Houston, Texas 77055 Gentlemen: I have acted as counsel for Daniel Industries, Inc., a Delaware corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 30,000 shares of the Company's common stock, $1.25 par value per share, including the preferred share purchase rights associated therewith (collectively, the "Shares"), to be offered upon the terms and subject to the conditions set forth in the Service Agreements dated January 25, 1991, Supplemental Service Agreements dated May 28, 1996, and further amendment Agreements dated May 12, 1998, between each of Barry Webb, N.C. Butler and Ian Arthur Reed and Daniel Industries Ltd. (or its predecessors) (collectively, the "Plans"). I have examined (i) the Certificate of Incorporation and By-Laws of the Company, each as amended to date, (ii) the Plans, (iii) the Registration Statement, and (iv) such certificates, statutes and other instruments and documents as I considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me as originals, the conformity to original documents of all records, certificates and other instruments submitted to me as copies, the authenticity and completeness of the originals of those records, certificates and other instruments, and the correctness of all statements of fact contained in all records, certificates and other instruments that I have examined. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Item 5. Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, Katie-Pat Bowman EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPER LLP 1 EXHIBIT NO. 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 1998, appearing on page 21 of Daniel Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. PRICEWATERHOUSECOOPERS LLP Houston, Texas July 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----