UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 25, 2008
EXTERRAN PARTNERS, L.P.
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-33078   22-3935108
         
         
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
     
4444 Brittmoore Road, Houston, Texas   77041
     
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (713) 335-7000
Not Applicable
 
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Exterran Partners, L.P. Long-Term Incentive Plan
On February 26, 2008, the Board of Directors of Exterran GP LLC, the general partner of the general partner of Exterran Partners, L.P. (the “Partnership”) approved an amendment to the Partnership’s Long-Term Incentive Plan (the “LTIP”) to, among other things, change the name of the LTIP to the Exterran Partners, L.P. Long-Term Incentive Plan, and increase the number of units available for awards under the LTIP from 625,000 to 1,035,378. The foregoing description of the LTIP amendment is qualified in its entirety by reference to the full text of that amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated into this Item 5.02 by reference.
Action by Exterran Holdings, Inc.
2007 Officer Incentive Plan
On February 25, 2008, the Compensation Committee of the Board of Directors of Exterran Holdings, Inc. (“Exterran”) approved annual incentive bonuses for 2007 under the Universal Compression Holdings, Inc. Officer Incentive Plan (the “OIP”) for the following named executive officers:
             
        2007 Annual Incentive Bonus
Officer   Title   ($)
 
           
Stephen A. Snider
  President & Chief Executive Officer     350,000  
 
           
Daniel K. Schlanger (1)
  Senior Vice President and Chief Financial Officer     150,000  
 
           
J. Michael Anderson
  Senior Vice President     200,000  
 
           
D. Bradley Childers
  Senior Vice President, Corporate Development     200,000  
 
           
Donald C. Wayne
  Vice President, General Counsel & Secretary     100,000  
 
(1)   Mr. Schlanger was not an executive officer of Universal Compression Holdings, Inc. and, therefore, his bonus target was established outside of the OIP.
The amounts awarded under the 2007 OIP are expected to be paid in March 2008. Pursuant to the terms of an omnibus agreement between us, our general partner, Exterran and others (the “Omnibus Agreement”), we will reimburse Exterran for that portion of our named executive officers’ compensation, including the 2007 annual incentive bonuses, allocated to us.
Changes to Base Salaries
On February 25, 2008, the Compensation Committee of Exterran’s Board of Directors approved changes, expected to be effective in April 2008, to the annual base salaries of the following named executive officers:
             
        Amount of    
        Increase   New Base Salary
Officer   Title   ($)   ($)
 
           
Stephen A. Snider
  President & Chief Executive Officer   28,000   600,000
 
           
Daniel K. Schlanger
  Senior Vice President and Chief Financial Officer   24,000   300,000
 
           
J. Michael Anderson
  Senior Vice President   33,000   355,000

 

 

             
        Amount of    
        Increase   New Base Salary
Officer   Title   ($)   ($)
 
           
D. Bradley Childers
  Senior Vice President, Corporate Development   28,000   340,000
 
           
Donald C. Wayne
  Vice President, General Counsel & Secretary   25,000   285,000
Pursuant to the terms of the Omnibus Agreement, we will reimburse Exterran for that portion of our named executive officers’ compensation, including the 2008 base salaries, allocated to us.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     
10.1
  Amendment to Exterran Partners, L.P. Long-Term Incentive Plan

 

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  EXTERRAN PARTNERS, L.P.
  		 
  By:    Exterran General Partner, LP, its    
    general partner    
       
  By:    Exterran GP LLC, its general partner
  		 
    (Registrant)   
       
February 29, 2008   By:   /s/ Daniel K. Schlanger    
    Daniel K. Schlanger   
    Senior Vice President and Chief Financial Officer    
 

 

 

Exhibit Index
     
Exhibit No.   Description
10.1
  Amendment to Exterran Partners, L.P. Long-Term Incentive Plan

 

 

Exhibit 10.1
FIRST AMENDMENT TO
EXTERRAN PARTNERS, L.P. LONG-TERM INCENTIVE PLAN
     This FIRST AMENDMENT to Exterran Partners, L.P. Long-Term Incentive Plan (this “ First Amendment ”) is made as of the 25th day of February, 2008, by Exterran GP LLC, a Delaware limited liability company (the “ Company ”), the general partner of Exterran General Partner, LP, a Delaware limited partnership, which is the general partner of Exterran Partners, L.P., a Delaware limited partnership. Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings ascribed to them in the Plan (as that term is defined below).
RECITALS
      WHEREAS , the Company authorized that certain Universal Compression Partners, L.P. Long-Term Incentive Plan on October 16, 2006 (the “ Plan ”); and
      WHEREAS , pursuant to Section 7(a) of the Plan, the Company desires to amend the Plan as set forth herein effective as of the date hereof;
      NOW THEREFORE , the Company agrees as follows:
     1.  Name of Plan . The name of the Plan shall be amended to “Exterran Partners, L.P. Long-Term Incentive Plan.”
     2.  References to Companies . All references in the Plan to (i) “Universal Compression Partners, L.P.” shall be amended to refer to “Exterran Partners, L.P.;” (ii) “UCO GP, LP” shall be amended to refer to “Exterran GP LLC;” (iii) “UCO General Partner, LP” shall be amended to refer to “Exterran General Partner, LP;” (iv) “Universal Compression Holdings, Inc.” shall be amended to refer to “Exterran Holdings, Inc.” and (v) “UCH” shall be amended to refer to “Exterran.”
     3.  Units . The first sentence of Section 4(a) shall be deleted and the following shall be substituted therefore:
    “Subject to adjustment as provided in Section 4(c), the number of Units that may be delivered with respect to Awards under the Plan is 1,035,378.”
     4.  General . Except for the provisions of the Plan that are expressly amended by this First Amendment, the Plan shall remain in full force without change.
[Signature begins on the following page.]

 

 

      IN WITNESS WHEREOF , this First Amendment has been duly executed by the Company as of the date first written above.
         
  EXTERRAN GP LLC
  		 
  By:      
    Name:   Daniel K. Schlanger   
    Title:   Senior Vice President, Chief Financial
Officer and Director