EXTERRAN HOLDINGS INC. (Form: 8-K, Received: 03/10/2014 15:32:33)

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): March 4, 2014

EXTERRAN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33666	74-3204509
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

16666 Northchase Drive, Houston, Texas		77060
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 836-7000

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.

Adoption of Incentive Stock Option Award Notice

On March 4, 2014, the compensation committee of the board of directors of Exterran Holdings, Inc. (the “Committee”) adopted a form of Award Notice and Agreement for Time-Vested Incentive Stock Option for Officers (the “ISO Award Notice”), which sets forth the terms for grants to officers of certain options that are intended to be treated as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, having seven-year terms, to purchase our common stock under the Exterran Holdings, Inc. 2013 Stock Incentive Plan (the “Plan”). Among other things, the ISO Award Notice provides for (i) notice of the amount, vesting schedule and term of the award, (ii) immediate vesting of the unvested portion of the award in the event of the grantee’s termination of employment as a result of death, disability or retirement, in which case the vested portion of the award may be exercised for up to two years following the termination date (or, if earlier, the expiration date of the award); provided, that to the extent the award is intended to qualify as an incentive stock option, it may be exercised for up to one year (in the case of termination as a result of death or a qualifying disability) or three months (in the case of termination as a result of retirement or non-qualifying disability) following the termination date or, if earlier, the expiration date of the award, (iii) immediate vesting of the unvested portion of the award in the event of the grantee’s termination of employment by the company without cause, by the grantee for good reason or due to the grantee’s death or disability, in each case, within 18 months following a change of control, (iv) forfeiture of the award (whether vested or unvested) in the event of the grantee’s termination of employment for cause, (v) forfeiture of the unvested portion of the award in the event of the grantee’s termination of employment other than as a result of death, disability or retirement, in which case the vested portion of the award may be exercised for up to three months following the termination date, (vi) procedures for exercising the award and (vii) non-transferability of the award other than in accordance with the terms of the Plan. Awards granted under the ISO Award Notice vest one-third per year over a three-year period, subject to continued service through each vesting date.

The foregoing summary is qualified in its entirety by reference to the ISO Award Notice, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 5.02 by reference.

Adoption of Non-Qualified Stock Option Award Notice

On March 4, 2014, the Committee adopted a form of Award Notice and Agreement for Time-Vested Non-Qualified Stock Option (the “NQSO Award Notice”), which sets forth the terms for grants to officers and employees of certain options to purchase our common stock under the Plan. The terms of the NQSO Award Notice are substantially similar to the terms of the ISO Award Notice described above, except that the NQSO Award Notice provides for exercise of the award for up to two years following the termination date in the event of the grantee’s termination of employment as a result of death, disability or retirement.

The foregoing summary is qualified in its entirety by reference to the NQSO Award Notice, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated in this Item 5.02 by reference.

Adoption of Restricted Stock Award Notice

On March 4, 2014, the Committee adopted a form of Award Notice and Agreement for Time-Vested Restricted Stock (the “Restricted Stock Award Notice”), which sets forth the terms for grants to officers and employees of restricted shares of our common stock under the Plan. Among other things, the Restricted Stock Award Notice provides for (i) notice of the amount and vesting schedule of the award, (ii) immediate vesting of the unvested portion of the award in the event of the grantee’s termination of employment as a result of death or disability, (iii) forfeiture of the unvested portion of the award in the event of the grantee’s termination of employment other than as a result of death or disability, unless the Committee directs otherwise, (iv) immediate vesting of the unvested portion of the award in the event of the grantee’s termination of employment by the company without cause, by the grantee for good reason or due to the grantee’s death or disability, in each case, within 18 months following a change of control and (v) non-transferability of the award other than in accordance with the terms of the Plan. Awards granted under the Restricted Stock Award Notice vest one-third per year over a three-year period, subject to continued service through each vesting date.

The foregoing summary is qualified in its entirety by reference to the Restricted Stock Award Notice, a copy of which is filed as Exhibit 10.3 to this Form 8-K and is incorporated in this Item 5.02 by reference.

Adoption of Cash-Settled Restricted Stock Unit Award Notice

On March 4, 2014, the Committee adopted a form of Award Notice and Agreement for Time-Vested Cash-Settled Restricted Stock Units (the “Cash-Settled RSU Award Notice”), which sets forth the terms for grants to officers and employees of cash-settled restricted stock units with tandem dividend equivalents under the Plan. The terms of the Cash-Settled RSU Award Notice are substantially similar to the terms of the Restricted Stock Award Notice described above, except that grantees are entitled to receive payments equal to each dividend we make, payable as and when such dividends are paid generally to our stockholders. Awards granted under the Cash-Settled RSU Award Notice vest one-third per year over a three-year period, subject to continued service through each vesting date, and will be settled in cash following each vesting date.

The foregoing summary is qualified in its entirety by reference to the Cash-Settled RSU Award Notice, a copy of which is filed as Exhibit 10.4 to this Form 8-K and is incorporated in this Item 5.02 by reference.

Adoption of Stock-Settled Restricted Stock Unit Award Notice

On March 4, 2014, the Committee adopted a form of Award Notice and Agreement for Time-Vested Stock-Settled Restricted Stock Units (the “Stock-Settled RSU Award Notice”), which sets forth the terms for grants to officers and employees of stock-settled restricted stock units with tandem dividend equivalents under the Plan. The terms of the Stock-Settled RSU Award Notice are substantially similar to the terms of the Cash-Settled RSU Award Notice described above. Awards granted under the Stock-Settled RSU Award Notice vest one-third per year over a three-year period, subject to continued service through each vesting date, and will be settled in stock following each vesting date.

The foregoing summary is qualified in its entirety by reference to the Stock-Settled RSU Award Notice, a copy of which is filed as Exhibit 10.5 to this Form 8-K and is incorporated in this Item 5.02 by reference.

Adoption of Performance Unit Award Notice

On March 4, 2014, the Committee adopted a form of Award Notice and Agreement for Performance Units (the “Performance Unit Award Notice”), which sets forth the terms for grants to officers and employees of performance units with tandem dividend equivalents under the Plan. Among other things, the Performance Unit Award Notice provides for (i) notice of the number of shares (or cash equivalent) that will be earned and paid if the performance objectives are met at the target level, the performance period, the performance objectives and the vesting schedule of the award, (ii) immediate vesting of the unvested portion of the award in the event of the grantee’s termination of employment as a result of death or disability based upon the performance objectives achieved through the date of such termination (or, if such achievement has not yet been determined, at target), (iii) forfeiture of the unvested award in the event of the grantee’s termination of employment other than for death or disability, unless the Committee directs otherwise, (iv) immediate vesting of the unvested portion of the award in the event of by the grantee’s termination of employment for cause, by the grantee for good reason or due to the grantee’s death or disability, in any case, within 18 months following a change of control; and (v) determination by the Committee of the level of performance achieved during the performance period (or, if shorter ,through the date of ta change in control) based on the performance objectives. If a change in control occurs prior to the end of the performance period, the Committee has the authority to determine the level of achievement of the performance objectives through the date of such change in control (or, if no determination can reasonably made, achievement will be deemed to occur at target level). Following the performance period (or, if earlier, on the date of a change in control, the Committee will certify the level of performance achieved and the number of performance units that become earned (which will equal the target performance units multiplied by the applicable achievement level (or, in the event of the grantee’s death or disability or a corporate change in connection with which the Committee cannot reasonably determine the level of achievement, the target achievement level)). The Performance Unit Award Notice also provides for (i) payment of the earned performance units that vest, in the Committee’s discretion, in an equivalent number of shares of our common stock or in cash in an amount equal to the fair market value of an equivalent number of shares of our common stock on the vest date (or a combination thereof), and (ii) non-transferability of the award other than in accordance with the terms of the Plan. Awards granted under the Performance Unit Award Notice have a one-year performance period and time-vest one-third per year over a three-year period, subject to continued service through each vesting date. Grantees are also entitled to receive payments equal to each dividend we make in respect of the shares of common stock underlying the performance units, payable as and when such dividends are paid generally to our stockholders, except that no such payments will be made prior to the date on which a performance unit satisfies the applicable performance objectives and becomes an earned unit.

The foregoing summary is qualified in its entirety by reference to the Performance Unit Award Notice, a copy of which is filed as Exhibit 10.6 to this Form 8-K and is incorporated in this Item 5.02 by reference.

Adoption of Director Common Stock Award Notice

On March 4, 2014, the Committee adopted a form of Award Notice and Agreement for Common Stock Award for Non-Employee Directors (the “Director Common Stock Award Notice”), which sets forth the terms for grants to our non-employee directors of shares of our common stock under the Plan.

The foregoing summary is qualified in its entirety by reference to the Director Common Stock Award Notice, a copy of which is filed as Exhibit 10.7 to this Form 8-K and is incorporated in this Item 5.02 by reference.

In connection with the receipt of an award under any of the award notices described in this report, the grantee must agree to abide by specified confidentiality and one-year and non-solicitation and non-competition covenants.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

10.1		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Incentive Stock Option for Officers

10.2		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Non-Qualified Stock Option

10.3		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Restricted Stock

10.4		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Cash-Settled Restricted Stock Units

10.5		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Stock-Settled Restricted Stock Units

10.6		Form of Exterran Holdings, Inc. Award Notice and Agreement for Performance Units

10.7		Form of Exterran Holdings, Inc. Award Notice and Agreement for Common Stock Award for Non-Employee Directors

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 HOLDINGS, INC.

March 10, 2014	By:	/s/ Donald C. Wayne
		Donald C. Wayne
		Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description

10.1		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Incentive Stock Option for Officers

10.2		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Non-Qualified Stock Option

10.3		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Restricted Stock

10.4		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Cash-Settled Restricted Stock Units

10.5		Form of Exterran Holdings, Inc. Award Notice and Agreement for Time-Vested Stock-Settled Restricted Stock Units

10.6		Form of Exterran Holdings, Inc. Award Notice and Agreement for Performance Units

10.7		Form of Exterran Holdings, Inc. Award Notice and Agreement for Common Stock Award for Non-Employee Directors

Exhibit 10.1


EXTERRAN HOLDINGS, INC.

AWARD NOTICE AND AGREEMENT
TIME-VESTED INCENTIVE STOCK OPTION FOR OFFICERS

Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) an Incentive Stock Option to purchase shares of Common Stock of the Company under the Exterran Holdings, Inc. 2013 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.

The material terms of your Award are as follows:

1. Award. You have been granted an Incentive Stock Option (the “Award” or “Option”) to purchase shares of Common Stock of the Company subject to these terms and conditions. To the extent allowable under the law, this Option will be treated as an incentive stock option under Section 422 of the Code. To the extent any portion of this Option does not qualify as an incentive stock option due to restrictions in the Code, that portion of the Option will be treated as a Non-Qualified Option.

2. Qualification as Incentive Stock Option. Neither the Company, its directors, officers, employees or the Committee, nor any Affiliate which is in existence or hereafter comes into existence shall be liable to you or any other person or entity if it is determined for any reason by the Internal Revenue Service or any court having jurisdiction that the Option does not qualify for tax treatment as an incentive stock option under Section 422 of the Code. Please see Paragraph VII(c) of the Plan for specific limitations on Incentive Stock Options and consult your tax advisor for advice on your specific tax situation.

3. Grant Date. The Grant Date of this Award is the date on which this Award is approved by the Board of Directors of the Company or an appropriate committee of the Board of Directors.

4. Vesting. This Award is subject to a vesting schedule. One third of your Award will automatically vest and become exercisable on each of the first, second and third anniversaries of the Grant Date (each such date, a “Vest Date”); however, except as provided in Sections 6 and 7 below, you must remain in continuous service as an Employee of the Company or one of its Affiliates at all times from the Grant Date up to and including the applicable Vest Date for the applicable portion of the Award to vest.

5. Term. The Award will continue in effect until the date that is seven (7) years from the Grant Date (the “Expiration Date”), subject to earlier termination in accordance with Sections 6 and 7 of this Award Notice or the Plan. If not exercised prior to the Expiration Date, the Award will be forfeited.

6. Termination of Employment. Your Award will either vest or be forfeited upon your Termination of Service as an Employee, depending on the reason for termination:

(a) Termination as a Result of Death, Disability or Retirement. Upon a termination of your status as an Employee of the Company or an Affiliate as a result of death, disability (as defined in Section 22(e)(3) of the Code ) or other Disability, or Retirement, the unvested portion of your Award will immediately vest in full and become exercisable and you (or your legal representative) will be entitled to exercise the vested portion of your Award at any time prior to the earlier of (i) the Expiration Date or (ii) two years after your status as an Employee terminates; provided, however , that, notwithstanding the foregoing, to the extent your Award is intended to qualify as an Incentive Stock Option and you intend your Award to continue to qualify as an Incentive Stock Option, you (or your legal representative) will only be entitled to exercise the vested portion of you Award prior to the earlier of (A) the Expiration Date, (B) if your status as an Employee terminates due to your disability (as defined in Section 22(e)(3) of the Code), twelve (12) months after the date your status as an Employee terminates, or (C) if your status as an

Employee terminates due to your other Disability (excluding any disability within the meaning of Section 22(e)(3) of the Code) or your Retirement, three (3) months after the date your status as an Employee terminates.

(b) Termination for Cause. Following a Termination of Service as an Employee of the Company or an Affiliate for Cause, the outstanding unexercised portion of your Award (whether vested or unvested) will be automatically forfeited on the date of your Termination of Service.

(c) All Other Terminations. Following a Termination of Service as an Employee of the Company or an Affiliate for any reason not described in Sections 6(a) and (b) above, you will be entitled to exercise the vested portion of your Award at any time prior to the Expiration Date or the expiration of three (3) months after the date of your Termination of Service as an Employee, whichever is the shorter period. The unvested portion of your Award will be automatically forfeited on the date of your Termination of Service.

7. Corporate Change . In the event a Corporate Change occurs, notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date the Corporate Change is consummated. If your status as an Employee of the Company or an Affiliate is terminated on or within 18 months following the date a Corporate Change is consummated (i) by the Company or such Affiliate without Cause, (ii) by you for Good Reason (as defined below) or (iii) as a result of your death or Disability, then the unvested portion of your Award will immediately vest in full as of the date of your Termination of Service as an Employee and become exercisable. You (or your legal representative) will be entitled to exercise the vested portion of your Award at any time prior to the earlier of (i) the Expiration Date or (ii) (A) if your status as an Employee terminates due to your death or disability (as defined in Section 22(e)(3) of the Code, twelve (12) months after the date your status as an Employee terminates, or (B) if your status as an Employee terminates due to your other Disability (excluding any disability within the meaning of Section 22(e)(3) of the Code) or your Retirement, three (3) months after the date your status as an Employee terminates.

If your status as an Employee is terminated by the Company with Cause or by you without Good Reason on or after the date the Corporate Change is consummated, then the unvested portion of your Award will be automatically forfeited on the date of your Termination of Service as an Employee.

For purposes of this Award Notice, unless otherwise provided in a written agreement between the Company or an Affiliate and you, “Good Reason” means the occurrence of any of the following without your express written consent:

(1) A reduction of 10% or more of your base salary;

(2) Your being required to be based at any other office or location of employment more than 50 miles from your primary office or location of employment immediately prior to the Corporate Change; or

(3) The willful failure by the Company or an Affiliate to pay you your compensation when due;

provided, however , unless otherwise provided in a written agreement between the Company or an Affiliate and you, that Good Reason does not exist with respect to a matter unless you give the Company or an Affiliate, as applicable, a notice of termination due to such matter within 20 days of the date such matter first exists. If you fail to give a notice of termination timely, you shall be deemed to have waived all rights you may have under this Award Notice with respect to such matter. The Company or an Affiliate will have 30 days from the date of your notice of termination to cure the matter. If the Company or an Affiliate cures the matter, your notice of termination shall be deemed rescinded. If the Company or an Affiliate (as applicable) fails to cure the matter timely, your status as an Employee shall be deemed to have been terminated by the Company for Good Reason at the end of the 30-day cure period.

8. Exercise of Award. The exercise of your Option must be accompanied by full payment of the grant date Fair Market Value (the “Grant Price”) for the shares of Common Stock being acquired by: (i) cash, (ii) a check acceptable to the Company, (iii) at the discretion of the Company, the delivery of shares of Common Stock (including shares of Common Stock issuable pursuant to the exercise of the Option or shares of Common Stock that you have held for such period of time as may be required by the Committee in its discretion) (plus cash if necessary), in each case, having a Fair Market Value equal to such Grant Price, (iv) a “cashless broker exercise” of the Option through any other procedures established or approved by the Committee with respect thereto, (v) any other form of legal consideration acceptable to the Committee in its sole discretion, or (vi) any combination of the foregoing approved by the Committee. No shares of Common Stock will be issued until the Grant Price has been paid. An Incentive Stock Option shall be exercisable only by you except in the case of your death or Disability, in which event it can be exercised only by your legal representatives, executors, successors or beneficiaries.

9. Stockholder Rights. You will have no rights as a stockholder with respect to any shares of Common Stock issuable upon exercise of the Option until you become the holder of record of such shares of Common Stock.

10. Non—Transferability. You cannot sell, transfer, pledge, exchange, hypothecate or otherwise dispose of your Award except as otherwise set forth in Paragraph XV(i) of the Plan.

11. No Right to Continued Service. Nothing in this Award Notice guarantees your continued service as an Employee or other service provider of the Company or any of its Affiliates or interferes in any way with the right of the Company or its Affiliates to terminate your status as an Employee or other service provider at any time.

12. Data Privacy. You consent to the collection, use, processing and transfer of your personal data as described in this paragraph. You understand that the Company and/or its Affiliates hold certain personal information about you (including your name, address and telephone number, date of birth, social security number, social insurance number, etc.) for the purpose of administering the Plan (“Data”). You also understand that the Company and/or its Affiliates will transfer this Data amongst themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and/or its Affiliates may also transfer this Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for these purposes. You also understand that you may, at any time, review the Data, require any necessary changes to the Data or withdraw your consent in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

13. Withholding. Your Award is subject to applicable income and/or social insurance tax withholding obligations (including, without limitation, any applicable FICA, employment tax or other social security contribution obligations), and the Company and its Affiliates may, in their sole discretion, withhold a sufficient number of shares of Common Stock that are otherwise issuable to you under this Award in order to satisfy any such withholding obligations. If necessary, the Company also reserves the right to withhold from your regular earnings an amount sufficient to meet the withholding obligations.

14. Plan Governs. This Award Notice is subject to the terms of the Plan, a copy of which is available at no charge through your UBS account or which will be provided to you upon request as indicated in Section 18. All the terms and conditions of the Plan, as may be amended from time to time, and any rules, guidelines and procedures which may from time to time be established pursuant to the Plan, are hereby incorporated into this Award Notice, including, but not limited to, Paragraphs XV(l) (“Section 409A of the Code”) and XV(j) (“Clawback”) thereof. In the event of a discrepancy between this Award Notice and the Plan, the Plan shall govern.

15. Adjustment. This Award shall be subject to adjustment as provided in Paragraph XIII of the Plan.

16. Modifications. The Company may, without your consent, make any change to this Award Notice that is not adverse to your rights under this Award Notice or the Plan.

17. Non-Solicitation/Confidentiality Agreement . The greatest assets of the Company and its Affiliates (“ Exterran ” in this Section 17) are its employees, directors, customers, and confidential information. In recognition of the increased risk of unfairly losing any of these assets, Exterran has adopted this Non-Solicitation/Confidentiality Agreement as set forth in this Section 17, the terms of which you accept and agree to by accepting the Award.

a. In order to assist you with your employment-related duties, Exterran has provided and shall continue to provide you with access to confidential and proprietary operational information and other confidential information which is either information not known by actual or potential competitors and third parties or is proprietary information of Exterran (“ Confidential Information ”). Such Confidential Information shall include, without limitation, information regarding Exterran’s customers and suppliers, employees, business operations, product lines, services, pricing and pricing formulae, machines and inventions, research, knowhow, manufacturing and fabrication techniques, engineering and product design specifications, financial information, business plans and strategies, information derived from reports and computer systems, work in progress, marketing and sales programs and strategies, cost data, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of Exterran. You agree, during your service as an Employee and at all times thereafter, not to use, divulge, or furnish or to make accessible to any third party, company, or other entity or individual, without Exterran’s written consent, any Confidential Information of Exterran, except as required by your job-related duties to Exterran.

b. You agree that whenever your status as an Employee of Exterran ends for any reason, (i) you shall return to Exterran all documents containing or referring to Exterran’s Confidential Information as may be in your possession and/or control, with no request being required; and (ii) you shall return all Exterran computer and computer-related equipment and software, and all Exterran property, files, records, documents, drawings, specifications, lists, equipment and other similar items relating to Exterran’s business coming into your possession and/or control during your employment, with no request being required.

c. In connection with your acceptance of the Award under the Plan, and in exchange for the consideration provided hereunder, and in consideration of Exterran disclosing and providing access to Confidential Information, you agree that you will not, during your service as an Employee or other service provider of Exterran, and for one year thereafter, directly or indirectly, for any reason, for your own account or on behalf of or together with any other person, entity or organization (i) call on or otherwise solicit any natural person who is employed by Exterran in any capacity with the purpose or intent of attracting that person from the employ of Exterran, or (ii) divert or attempt to divert from Exterran any business relating to the provision of natural gas compression equipment and related services, oil and natural gas production and processing equipment and related services or water treatment equipment and related services without, in each case, the prior written consent of Exterran.

d. You agree that (i) the terms of this Section 17 are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 17 are ancillary or a part of; (ii) the consideration provided by Exterran under this Section 17 is not illusory; (iii) the restrictions of this Section 17 are necessary and reasonable for the protection of the legitimate business interests and goodwill of Exterran; and (iv) the consideration given by Exterran under this Section 17, including without limitation, the provision by Exterran of Confidential Information to you, gives rise to Exterran’s interests in the covenants set forth in this Section 17.

e. You and Exterran agree that it was both parties’ intention to enter into a valid and enforceable agreement. You agree that if any covenant contained in this Section 17 is found by

a court of competent jurisdiction to contain limitations as to time, geographic area, or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other business interests of Exterran, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time, geographic area, and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of Exterran.

f. In the event that Exterran determines that you have breached or attempted or threatened to breach any term of this Section 17, in addition to any other remedies at law or in equity Exterran may have available to it, it is agreed that Exterran shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate, or (iii) posting any bond with respect thereto) against you prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. You agree that the period during which the covenants contained in this Section 17 are in effect shall be computed by excluding from such computation any time during which you are in violation of any provision of this Section 17.

g. You hereby acknowledge that the Award being granted to you under the Plan is an extraordinary item of compensation and is not part of, nor in lieu of, your ordinary wages for services you may render to Exterran.

h. You understand that this agreement is independent of and does not affect the enforceability of any other restrictive covenants by which you have agreed to be bound in any other agreement with Exterran.

i. Notwithstanding any other provision of this Award, the provisions of this Section 17 shall be governed, construed and enforced in accordance with the laws of the State of Texas, without giving effect to the conflict of law principles thereof. Any action or proceeding seeking to enforce any provision of this Section 17 shall be brought only in the courts of the State of Texas or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas, and the parties consent to the jurisdiction of such courts in any such action or proceeding and waive any objection to venue laid therein.

18. Additional Information. If you require additional information concerning your Award, contact the Company’s Stock Plan Administrator at 281.836.7000 or at mystock@exterran.com. You may also contact UBS at 713.654.4713.

19. Participant Acceptance. If you agree with the terms and conditions of this Award, please indicate your acceptance in UBS One Source by selecting “Accept.” To reject the Award, select “Reject.” Please note that if you reject the Award or do not accept the Award within 90 days of the Grant Date, the Award will be forfeited.

Exhibit 10.2


EXTERRAN HOLDINGS, INC.

AWARD NOTICE AND AGREEMENT
TIME-VESTED NON-QUALIFIED STOCK OPTION

Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) a Non-Qualified Stock Option to purchase shares of Common Stock of the Company under the Exterran Holdings, Inc. 2013 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.

The material terms of your Award are as follows:

1. Award. You have been granted a Non-Qualified Option (the “Award” or “Option”) to purchase shares of Common Stock of the Company subject to these terms and conditions.

2. Grant Date. The Grant Date of this Award is the date on which this Award is approved by the Board of Directors of the Company or an appropriate committee of the Board of Directors.

3. Vesting. This Award is subject to a vesting schedule. One third of your Award will automatically vest and become exercisable on each of the first, second and third anniversaries of the Grant Date (each such date, a “Vest Date”); however, except as provided in Sections 5 and 6 below, you must remain in continuous service as an Employee of the Company or one of its Affiliates at all times from the Grant Date up to and including the applicable Vest Date for the applicable portion of the Award to vest.

4. Term. The Award will continue in effect until the date that is seven (7) years from the Grant Date (the “Expiration Date”), subject to earlier termination in accordance with Sections 5 and 6 of this Award Notice or the Plan. If not exercised prior to the Expiration Date, the Award will be forfeited.

5. Termination of Employment. Your Award will either vest or be forfeited upon your Termination of Service as an Employee, depending on the reason for termination:

(a) Termination as a Result of Death, Disability, or Retirement . Upon Termination of Service as a result of death, Disability or Retirement, the unvested portion of your Award will immediately vest in full and become exercisable, and you (or your legal representative) will be entitled to exercise the vested portion of your Award at any time prior to the earlier of the Expiration Date or the date that is two (2) years after the date of your Termination of Service.

(b) Termination for Cause. Following a Termination of Service for Cause, the outstanding unexercised portion of your Award (whether vested or unvested) will be automatically forfeited on the date of your Termination of Service.

(c) All Other Terminations. You will be entitled to exercise the vested portion of your Award at any time prior to the Expiration Date or the expiration of three (3) months after the date of your Termination of Service, whichever is the shorter period. The unvested portion of your Award will be automatically forfeited on the date of your Termination of Service.

6. Corporate Change. In the event a Corporate Change occurs, notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date the Corporate Change is consummated.

If your status as an Employee of the Company or an Affiliate is terminated on or within 18 months following the date a Corporate Change is consummated (i) by the Company or such Affiliate without Cause, (ii) by you for Good Reason (as defined below) or (iii) as a result of your death or Disability, then

the unvested portion of your Award as of the date of your Termination of Service as an Employee will automatically vest in full and become exercisable as of the date of your Termination of Service as an Employee. If your status as an Employee is terminated by the Company with Cause or by you without Good Reason on or after the date the Corporate Change is consummated, then the unvested portion of your Award will be automatically forfeited on the date of your Termination of Service as an Employee.

(i) A reduction of 10% or more of your base salary;

(ii) Your being required to be based at any other office or location of employment more than 50 miles from your primary office or location of employment immediately prior to the Corporate Change; or

(iii) The willful failure by the Company or an Affiliate to pay you your compensation when due;

7. Exercise of Award. The exercise of your Option must be accompanied by full payment of the grant date Fair Market Value (the “Grant Price”) for the shares of Common Stock being acquired by: (i) cash, (ii) a check acceptable to the Company, (iii) the delivery of shares of Common Stock (including shares of Common Stock issuable pursuant to the exercise of the Option or shares of Common Stock that you have held for such period of time as may be required by the Committee in its discretion) (plus cash if necessary), in each case, having a Fair Market Value equal to such Grant Price, (iv) a “cashless broker exercise” of the Option through any other procedures established or approved by the Committee with respect thereto, (v) any other form of legal consideration acceptable to the Committee in its sole discretion, or (vi) any combination of the foregoing approved by the Committee. No shares of Common Stock will be issued until the Grant Price has been paid.

8. Stockholder Rights. You will have no rights as a stockholder with respect to any shares of Common Stock issuable upon exercise of the Option until you become the holder of record of such shares of Common Stock.

9. Non—Transferability. You cannot sell, transfer, pledge, exchange, hypothecate or otherwise dispose of your Award except as otherwise set forth in Paragraph XV(i) of the Plan.

10. No Right to Continued Service. Nothing in this Award Notice guarantees your continued service as an Employee or other service provider of the Company or any of its Affiliates or interferes in any way with the right of the Company or its Affiliates to terminate your status as an Employee or other service provider at any time.

in the Plan, and that the Company and/or its Affiliates may also transfer this Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for these purposes. You also understand that you may, at any time, review the Data, require any necessary changes to the Data or withdraw your consent in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

12. Withholding. Your Award is subject to applicable income and/or social insurance tax withholding obligations (including, without limitation, any applicable FICA, employment tax or other social security contribution obligations), and the Company and its Affiliates may, in their sole discretion, withhold a sufficient number of shares of Common Stock that are otherwise issuable to you under this Award in order to satisfy any such withholding obligations. If necessary, the Company also reserves the right to withhold from your regular earnings an amount sufficient to meet the withholding obligations.

13. Plan Governs. This Award Notice is subject to the terms of the Plan, a copy of which is available at no charge through your UBS account or which will be provided to you upon request as indicated in Section 17. All the terms and conditions of the Plan, as may be amended from time to time, and any rules, guidelines and procedures which may from time to time be established pursuant to the Plan, are hereby incorporated into this Award Notice, including, but not limited to, Paragraphs XV(l) (“Section 409A of the Code”) and XV(j) (“Clawback”) thereof. In the event of a discrepancy between this Award Notice and the Plan, the Plan shall govern.

14. Adjustment. This Award shall be subject to adjustment as provided in Paragraph XIII of the Plan.

15. Modifications. The Company may, without your consent, make any change to this Award Notice that is not adverse to your rights under this Award Notice or the Plan.

16. Non-Solicitation/Confidentiality Agreement . The greatest assets of the Company and its Affiliates (“ Exterran ” in this Section 16) are its employees, directors, customers, and confidential information. In recognition of the increased risk of unfairly losing any of these assets, Exterran has adopted this Non-Solicitation/Confidentiality Agreement as set forth in this Section 16, the terms of which you accept and agree to by accepting the Award.

and/or control during your employment, with no request being required.

d. You agree that (i) the terms of this Section 16 are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 16 are ancillary or a part of; (ii) the consideration provided by Exterran under this Section 16 is not illusory; (iii) the restrictions of this Section 16 are necessary and reasonable for the protection of the legitimate business interests and goodwill of Exterran; and (iv) the consideration given by Exterran under this Section 16, including without limitation, the provision by Exterran of Confidential Information to you, gives rise to Exterran’s interests in the covenants set forth in this Section 16.

e. You and Exterran agree that it was both parties’ intention to enter into a valid and enforceable agreement. You agree that if any covenant contained in this Section 16 is found by a court of competent jurisdiction to contain limitations as to time, geographic area, or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other business interests of Exterran, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time, geographic area, and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of Exterran.

f. In the event that Exterran determines that you have breached or attempted or threatened to breach any term of this Section 16, in addition to any other remedies at law or in equity Exterran may have available to it, it is agreed that Exterran shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate, or (iii) posting any bond with respect thereto) against you prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. You agree that the period during which the covenants contained in this Section 16 are in effect shall be computed by excluding from such computation any time during which you are in violation of any provision of this Section 16.

i. Notwithstanding any other provision of this Award, the provisions of this Section 16 shall be governed, construed and enforced in accordance with the laws of the State of Texas, without giving effect to the conflict of law principles thereof. Any action or proceeding seeking to enforce any provision of this Section 16 shall be brought only in the courts of the State of Texas or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District

of Texas, and the parties consent to the jurisdiction of such courts in any such action or proceeding and waive any objection to venue laid therein.

17. Additional Information. If you require additional information concerning your Award, contact the Company’s Stock Plan Administrator at 281.836.7000 or at mystock@exterran.com. You may also contact UBS at 713.654.4713.

18. Participant Acceptance. If you agree with the terms and conditions of this Award, please indicate your acceptance in UBS One Source by selecting “Accept.” To reject the Award, select “Reject.” Please note that if you reject the Award, or do not accept the Award within 90 days of the Grant Date, the Award will be forfeited.

Exhibit 10.3


EXTERRAN HOLDINGS, INC.

AWARD NOTICE AND AGREEMENT
TIME-VESTED RESTRICTED STOCK

Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) shares of restricted stock under the Exterran Holdings, Inc. 2013 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.

The material terms of your Award are as follows:

1. Award. You have been granted shares of Company restricted stock (the “Award” or “Restricted Stock”) subject to these terms and conditions.

2. Grant Date . The Grant Date of this Award is the date on which this Award is approved by the Board of Directors of the Company or an appropriate committee of the Board of Directors.

3. Vesting . This Award is subject to a vesting schedule. One-third of the Restricted Stock subject to the Award will vest on each of the first, second and third anniversaries of the Grant Date (each such date a “Vest Date”); however, except as set forth in Sections 4 and 5 below, you must remain in continuous service as an Employee of the Company or one of its Affiliates at all times from the Grant Date up to and including the applicable Vest Date for the applicable portion of the Award to vest.

4. Termination of Service.

(a) Subject to Sections 4(b) and 5 below, if your status as an Employee of the Company or an Affiliate terminates for any reason (other than as a result of death or Disability or as provided in Section 5 below), the unvested portion of your Award (after taking into account any accelerated vesting that occurs in connection with such termination, if any) will be automatically forfeited on the date of such termination unless the Committee directs otherwise.

(b) If your status as an Employee of the Company or an Affiliate terminates as a result of your death or Disability, the unvested portion of your Award (after taking into account any accelerated vesting that occurs in connection with such termination, if any) will immediately vest in full and all restrictions applicable to your Award will cease as of that date.

5. Termination of Service Following a Corporate Change . In the event a Corporate Change occurs, notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date the Corporate Change is consummated. If your status as an Employee of the Company or an Affiliate is terminated on or within 18 months following the date a Corporate Change is consummated (i) by the Company or such Affiliate without Cause, (ii) by you for Good Reason (as defined below) or (iii) as a result of your death or Disability, then the unvested portion of your Award as of the date of your Termination of Service as an Employee will immediately vest in full and all restrictions applicable to your Award will cease as of the date of your Termination of Service as an Employee. If your status as an Employee is terminated by the Company or an Affiliate with Cause or by you without Good Reason on or after the date a Corporate Change is consummated, then the unvested portion of your Award will be automatically forfeited on the date of your Termination of Service as an Employee.

(i) A reduction of 10% or more of your base salary;

(ii) Your being required to be based at any other office or location of employment more than 50 miles from your primary office or location of employment immediately prior to the Corporate Change; or

(iii) The willful failure by the Company or an Affiliate to pay you your compensation when due;

provided, however , unless otherwise provided in a written agreement between the Company or an Affiliate and you, that Good Reason does not exist with respect to a matter unless you give the Company or an Affiliate, as applicable, a notice of termination due to such matter within 20 days of the date such matter first exists. If you fail to give a notice of termination timely, you shall be deemed to have waived all rights you may have under this Award Notice with respect to such matter. The Company or an Affiliate will have 30 days from the date of your notice of termination to cure the matter. If the Company or an Affiliate cures the matter, your notice of termination shall be deemed rescinded. If the Company or an Affiliate, as applicable, fails to cure the matter timely, your status as an Employee shall be deemed to have been terminated by the Company for Good Reason at the end of the 30-day cure period.

6. Stockholder Rights. The Company will register the shares of Restricted Stock in your name. You will have the right to vote your shares of Restricted Stock and receive dividends, if any, with respect to your Restricted Stock, regardless of vesting; however, the Company will withhold delivery of your shares until they are vested.

7. Non—Transferability. Prior to vesting, you cannot sell, transfer, pledge, exchange or otherwise dispose of your shares of Restricted Stock except as otherwise set forth in Paragraph XV(i) of the Plan.

8. No Right to Continued Service. Nothing in this Award Notice guarantees your continued service as an Employee or other service provider of the Company or any of its Affiliates or interferes in any way with the right of the Company or its Affiliates to terminate your status as an Employee or other service provider at any time.

9. Data Privacy. You consent to the collection, use, processing and transfer of your personal data as described in this paragraph. You understand that the Company and/or its Affiliates hold certain personal information about you (including your name, address and telephone number, date of birth, social security number, social insurance number, etc.) for the purpose of administering the Plan (“Data”). You also understand that the Company and/or its Affiliates will transfer this Data amongst themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and/or its Affiliates may also transfer this Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for these purposes. You also understand that you may, at any time, review the Data, require any necessary changes to the Data or withdraw your consent in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

10. Withholding. Your Award is subject to applicable income and/or social insurance tax withholding obligations (including, without limitation, any applicable FICA, employment tax or other social security contribution obligations), and the Company and its Affiliates may, in their sole discretion, withhold a sufficient number of shares of Common Stock that are otherwise issuable to you pursuant to your Award to satisfy any such withholding obligations. If necessary, the Company also reserves the right to withhold from your regular earnings an amount sufficient to meet the withholding obligations.

11. Plan Governs. This Award Notice is subject to the terms of the Plan, a copy of which is available at no charge through your UBS account or which will be provided to you upon request as indicated in Section 15. All the terms and conditions of the Plan, as may be amended from time to time, and any rules, guidelines and procedures which may from time to time be established pursuant to the

Plan, are hereby incorporated into this Award Notice, including, but not limited to, Paragraphs XV(l) (“Section 409A of the Code”) and XV(j) (“Clawback”) thereof. In the event of a discrepancy between this Award Notice and the Plan, the Plan shall govern.

12. Adjustment. This Award shall be subject to adjustment as provided in Paragraph XIII of the Plan.

13. Modifications . The Company may, without your consent, make any change to this Award Notice that is not adverse to your rights under this Award Notice or the Plan.

14. Non-Solicitation/Confidentiality Agreement . The greatest assets of the Company and its Affiliates (“ Exterran ” in this Section 14) are its employees, directors, customers, and confidential information. In recognition of the increased risk of unfairly losing any of these assets, Exterran has adopted this Non-Solicitation/Confidentiality Agreement as set forth in this Section 14, the terms of which you accept and agree to by accepting the Award.

d. You agree that (i) the terms of this Section 14 are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 14 are ancillary or a part of; (ii) the consideration provided by Exterran under this Section 14 is not

illusory; (iii) the restrictions of this Section 14 are necessary and reasonable for the protection of the legitimate business interests and goodwill of Exterran; and (iv) the consideration given by Exterran under this Section 14, including without limitation, the provision by Exterran of Confidential Information to you, gives rise to Exterran’s interests in the covenants set forth in this Section 14.

e. You and Exterran agree that it was both parties’ intention to enter into a valid and enforceable agreement. You agree that if any covenant contained in this Section 14 is found by a court of competent jurisdiction to contain limitations as to time, geographic area, or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other business interests of Exterran, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time, geographic area, and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of Exterran.

f. In the event that Exterran determines that you have breached or attempted or threatened to breach any term of this Section 14, in addition to any other remedies at law or in equity Exterran may have available to it, it is agreed that Exterran shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate, or (iii) posting any bond with respect thereto) against you prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. You agree that the period during which the covenants contained in this Section 14 are in effect shall be computed by excluding from such computation any time during which you are in violation of any provision of this Section 14.

i. Notwithstanding any other provision of this Award, the provisions of this Section 14 shall be governed, construed and enforced in accordance with the laws of the State of Texas, without giving effect to the conflict of law principles thereof. Any action or proceeding seeking to enforce any provision of this Section 14 shall be brought only in the courts of the State of Texas or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas, and the parties consent to the jurisdiction of such courts in any such action or proceeding and waive any objection to venue laid therein.

15. Additional Information. If you require additional information concerning your Award, contact the Company’s Stock Plan Administrator at 281.836.7000 or at mystock@exterran.com. You may also contact UBS at 713.654.4713.

16. Participant Acceptance. If you agree with the terms and conditions of this Award, please indicate your acceptance in UBS One Source by selecting “Accept.” To decline the Award, select “Reject.” Please note that if you reject the Award or do not accept the Award within 90 days of the Grant Date, the Award will be forfeited.

Exhibit 10.4

EXTERRAN HOLDINGS, INC.

AWARD NOTICE AND AGREEMENT

TIME-VESTED CASH-SETTLED RESTRICTED STOCK UNITS

Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) restricted stock units under the Exterran Holdings, Inc. 2013 Stock Incentive Plan (as may be amended from time to time, the “Plan”). Each restricted stock unit shall be issued in tandem with a corresponding Dividend Equivalent, which shall entitle you to payments in accordance with Section 2 below. All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.

The material terms of your Award are as follows:

1. Award. You have been granted restricted stock units (the “Award” or “RSUs”), each with a tandem grant of a Dividend Equivalent, subject to these terms and conditions.

2. Dividend Equivalents . Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the RSU to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable as and when such dividends are paid generally to the Company’s stockholders (and without regard to the vested or unvested status of the RSU underlying such Dividend Equivalent on the applicable Dividend Date). Notwithstanding the foregoing, upon the payment or forfeiture of a RSU, the Dividend Equivalent granted in tandem with such paid or forfeited RSU and the Dividend Equivalent Period shall terminate with respect to such RSU. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the RSU to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the RSU to which it corresponds). The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to any dividend made in respect of the Common Stock of the Company, the date preceding the ex-dividend date applicable to such dividend.

3. Grant Date. The Grant Date of this Award is the date on which this Award is approved by the Board of Directors of the Company or an appropriate committee of the Board of Directors.

4. Vesting. This Award is subject to a vesting schedule. One third of the RSUs subject to the Award will vest on each of the first, second and third anniversaries of the Grant Date (each such date, a “Vest Date”); however, except as set forth in Sections 5 and 6 below, you must remain in continuous service as an Employee of the Company or one of its Affiliates at all times from the Grant Date up to and including the applicable Vest Date for the applicable portion of the Award to vest.

5. Termination of Service.

(a) Subject to Sections 5(b) and 6 below, if your status as an Employee of the Company or an Affiliate terminates for any reason (other than as a result of death or Disability or as provided in Section 6 below), the unvested portion of your Award (after taking into account any accelerated vesting that occurs in connection with such termination, if any) and the Dividend Equivalents corresponding with

such unvested portion of your Award will be automatically forfeited on the date of such termination unless the Committee directs otherwise.

(b) If your status as an Employee of the Company or an Affiliate terminates as a result of your death or Disability, the unvested portion of your Award will immediately vest in full and all restrictions applicable to your Award will cease as of that date. Any such date on which such accelerated vesting occurs pursuant to this Section 5(b) is referred to in this Award Notice as an “Accelerated Vest Date”.

6. Termination of Service Following a Corporate Change . In the event a Corporate Change occurs, notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date the Corporate Change is consummated. If your status as an Employee of the Company or an Affiliate is terminated on or within 18 months following the date a Corporate Change is consummated (i) by the Company or such Affiliate without Cause, (ii) by you for Good Reason (as defined below) or (iii) as a result of your death or Disability, then the unvested portion of your Award as of the date of your Termination of Service as an Employee will immediately vest in full and all restrictions applicable to your Award will cease as of the date of your Termination of Service as an Employee. If your status as an Employee is terminated by the Company or an Affiliate with Cause or by you without Good Reason on or after the date a Corporate Change is consummated, then the unvested portion of your Award and the Dividend Equivalents corresponding with such unvested portion of your Award will be automatically forfeited on the date of your Termination of Service as an Employee. Any date on which accelerated vesting occurs pursuant to this Section 6 is referred to in this Award Notice as a “Corporate Change Vest Date”.

(i) A reduction of 10% or more of your base salary;

(ii) Your being required to be based at any other office or location of employment more than 50 miles from your primary office or location of employment immediately prior to the Corporate Change; or

(iii) The willful failure by the Company or an Affiliate to pay you your compensation when due;

7. Payment. As soon as administratively practicable after your RSUs vest, but in no event later than the sixtieth (60 th ) day following the applicable Vest Date, Accelerated Vest Date or Corporate Change Vest Date of such RSUs, you will receive a lump sum cash payment in respect of each vested RSU equal to the Fair Market Value of a share of Common Stock on the applicable Vest Date, Accelerated Vest Date or Corporate Change Vest Date of such vested RSU. Payments in respect of any corresponding Dividend Equivalents shall be paid in the form in which the applicable dividends were paid, unless otherwise determined by the Committee.

This Award and the Dividend Equivalents are intended to be exempt under Section 409A of the Code (“Section 409A”) under the short-term deferral exclusion and will be interpreted and operated consistent with such intent. If, for any reason, the Company determines that this Award and/or the Dividend Equivalents are subject to Section 409A, the Company shall have the right in its sole discretion (without

any obligation to do so or to indemnify you or any other person for failure to do so) to adopt such amendments to the Plan or this Award Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate to provide for either the RSUs and/or the Dividend Equivalents to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

8. No Stockholder Rights. You will not have the right to vote the shares of Common Stock underlying your RSUs at any time, or, except as otherwise provided herein with respect to the payment of Dividend Equivalents with respect to the shares of Common Stock underlying your RSUs, dividends, to enjoy any other stockholder rights.

9. Non—Transferability. You cannot sell, transfer, pledge, exchange, hypothecate or otherwise dispose of your RSUs or your Dividend Equivalents except as otherwise set forth in Paragraph XV(i) of the Plan.

11. Data Privacy. You consent to the collection, use, processing and transfer of your personal data as described in this paragraph. You understand that the Company and/or its Affiliates hold certain personal information about you (including your name, address and telephone number, date of birth, social security number, social insurance number, etc.) for the purpose of administering the Plan (“Data”). You also understand that the Company and/or its Affiliates will transfer this Data amongst themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and/or its Affiliates may also transfer this Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for these purposes. You also understand that you may, at any time, review the Data, require any necessary changes to the Data or withdraw your consent in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

12. Withholding. Your Award is subject to applicable income and/or social insurance tax withholding obligations (including, without limitation, any applicable FICA, employment tax or other social security contribution obligations), and the Company and its Affiliates may, in their sole discretion, withhold a sufficient amount from the amount that is otherwise payable to you pursuant to your Award and/or Dividend Equivalents to satisfy any such withholding obligations. If necessary, the Company reserves the right to withhold from your regular earnings an amount sufficient to meet the withholding obligations.

14. Adjustment. This Award and the Dividend Equivalents shall be subject to adjustment as provided in Paragraph XIII of the Plan.

15. Modifications. The Company may, without your consent, make any change to this Award Notice that is not adverse to your rights under this Award Notice or the Plan.

goodwill or other business interests of Exterran, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time, geographic area, and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of Exterran.

18. Participant Acceptance. If you agree with the terms and conditions of this Award, please indicate your acceptance in UBS One Source by selecting “Accept.” To reject the Award, select “Reject.” Please note that if you reject the Award or do not accept the Award within 90 days of the Grant Date, the Award will be forfeited.

Exhibit 10.5


EXTERRAN HOLDINGS, INC.

AWARD NOTICE AND AGREEMENT
TIME-VESTED STOCK-SETTLED RESTRICTED STOCK UNITS

The material terms of your Award are as follows:

1. Award. You have been granted restricted stock units (the “Award” or “RSUs”), each with a tandem grant of a Dividend Equivalent, subject to these terms and conditions.

3. Grant Date. The Grant Date of this Award is the date on which this Award is approved by the Board of Directors of the Company or an appropriate committee of the Board of Directors.

5. Termination of Service.

such unvested portion of your Award will be automatically forfeited on the date of such termination unless the Committee directs otherwise.

6. Termination of Service Following a Corporate Change. In the event a Corporate Change occurs, notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date the Corporate Change is consummated. If your status as an Employee of the Company or an Affiliate is terminated on or within 18 months following the date a Corporate Change is consummated (i) by the Company or such Affiliate without Cause, (ii) by you for Good Reason (as defined below) or (iii) as a result of your death or Disability, then the unvested portion of your Award as of the date of your Termination of Service as an Employee will immediately vest in full and all restrictions applicable to your Award will cease as of the date of your Termination of Service as an Employee. If your status as an Employee is terminated by the Company or an Affiliate with Cause or by you without Good Reason on or after the date a Corporate Change is consummated, then the unvested portion of your Award and the Dividend Equivalents corresponding with such unvested portion of your Award will be automatically forfeited on the date of your Termination of Service as an Employee. Any date on which accelerated vesting occurs pursuant to this Section 6 is referred to in this Award Notice as a “Corporate Change Vest Date”.

(i) A reduction of 10% or more of your base salary;

(ii) Your being required to be based at any other office or location of employment more than 50 miles from your primary office or location of employment immediately prior to the Corporate Change; or

(iii) The willful failure by the Company or an Affiliate to pay you your compensation when due;

7. Payment. As soon as administratively practicable after your RSUs vest, but in no event later than the sixtieth (60 th ) day following the applicable Vest Date, Accelerated Vest Date or Corporate Change Vest Date of such RSUs, you will receive payment of your vested RSUs in the form of shares of Common Stock, which will be issued to you in book entry form. Payments in respect of any corresponding Dividend Equivalents shall be paid in the form in which the applicable dividends were paid, unless otherwise determined by the Committee.

amendments to the Plan or this Award Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate to provide for either the RSUs and/or Dividend Equivalents to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

8. Stockholder Rights. Until such time as the Company issues you payment in the form of shares of Common Stock in accordance with Section 7 above, you will not have the right to vote the shares of Common Stock underlying your RSUs, or, except as otherwise provided herein with respect to the payment of Dividend Equivalents with respect to the shares of Common Stock underlying your RSUs, to enjoy any other stockholder rights.

9. Non—Transferability. You cannot sell, transfer, pledge, exchange, hypothecate or otherwise dispose of your RSUs or Dividend Equivalents except as otherwise set forth in Paragraph XV(i) of the Plan.

12. Withholding. Your Award is subject to applicable income and/or social insurance tax withholding obligations (including, without limitation, any applicable FICA, employment tax or other social security contribution obligations), and the Company and its Affiliates may, in their sole discretion, withhold a sufficient amount or number of shares of Common Stock that are otherwise issuable to you pursuant to your Award and/or the Dividend Equivalents to satisfy any such withholding obligations. If necessary, the Company reserves the right to withhold from your regular earnings an amount sufficient to meet the withholding obligations.

14. Adjustment. This Award and the Dividend Equivalents shall be subject to adjustment as provided in Paragraph XIII of the Plan.

15. Modifications. The Company may, without your consent, make any change to this Award Notice that is not adverse to your rights under this Award Notice or the Plan.

extent necessary to cause the limitations contained in the covenant as to time, geographic area, and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of Exterran.

18. Participant Acceptance. If you agree with the terms and conditions of this Award, please indicate your acceptance in UBS One Source by selecting “Accept.” To reject the Award, select “Reject.” Please note that if you reject the Award or do not accept the Award within 90 days of the Grant Date, the Award will be forfeited.

Exhibit 10.6


EXTERRAN HOLDINGS, INC.

AWARD NOTICE AND AGREEMENT
PERFORMANCE UNITS

Exterran Holdings, Inc. (the “ Company ”), has granted to you (the “ Participant ”) a Performance Award (your “ Award ”) under the Exterran Holdings, Inc. 2013 Stock Incentive Plan (as may be amended from time to time, the “ Plan ”). Each Performance Unit (as defined below) is granted in tandem with a corresponding Dividend Equivalent, which shall entitle you to payments in accordance with Section 2 below. All capitalized terms not explicitly defined in this Award Notice and Agreement (the “ Award Notice ”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.

The main terms of your Award are as follows:

1. Award. You have been granted a number of performance units, the payout of which is based on the attainment of certain performance objectives (the “ Performance Units ”), as described herein. Each Performance Unit is granted in tandem with a corresponding Dividend Equivalent. The Award is stated at target; however, the actual number of Performance Units (or the cash equivalent thereof) that becomes earned and payable hereunder may be greater or less than the target number.

2. Dividend Equivalents . Each Performance Unit granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Performance Unit to which it corresponds (the “Dividend Equivalent Period”). Each Dividend Equivalent shall entitle you to receive payments, subject to and in accordance with this Award Notice, in an amount equal to each dividend (including any extraordinary or other non-recurring dividend), in each case, that (a) is made by the Company in respect of the share of Common Stock underlying the Earned Unit to which such Dividend Equivalent relates, and (b) has an applicable Dividend Date (as defined below) occurring during the Dividend Equivalent Period. Such amounts (if any) shall be payable no later than thirty (30) days following the date on which such dividends are paid generally to the Company’s stockholders; provided, that no such payments shall be made prior to the date on which the Earned Unit becomes an Earned Unit, and any Dividend Equivalent payments that would have been made prior to the date on which the Earned Unit becomes an Earned Unit shall be paid in a single lump sum no later than sixty (60) days following the date on which the Earned Unit becomes an Earned Unit. Notwithstanding the foregoing, upon the payment of an Earned Unit or forfeiture of a Performance Unit, the Dividend Equivalent granted in tandem with such paid Earned Unit or forfeited Performance Unit, as applicable, and the Dividend Equivalent Period shall terminate with respect to such Earned Unit or Performance Unit, as applicable. For the avoidance of doubt, a Dividend Equivalent will only entitle you to payments relating to dividends with an applicable Dividend Date occurring between the Grant Date and the date on which you receive payment in respect of the Earned Unit to which it corresponds in accordance with Section 7 below (or, if earlier, the date on which you forfeit the Performance Unit to which it corresponds), and you shall not be entitled to any Dividend Equivalent payment with respect to any Performance Unit that does not become an Earned Unit. The Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Performance Units and the rights arising in connection therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). For purposes of this Notice, “Dividend Date” shall mean, with respect to any dividend made in respect of the Common Stock of the Company, the date preceding the ex-dividend date applicable to such dividend.

3. Grant Date. The Grant Date of this Award is the date of approval by the Board of Directors of the Company or an appropriate committee of the Board of Directors.

4. Vesting. Subject to Section 5 below, your Award will become payable (as provided in Section 7 below) at 0% to 150% of the Performance Units based on the achievement of the applicable pre-determined Performance Measures over the applicable performance period (the “ Performance Period ”) and the satisfaction of the time-based vesting requirements described below. The target

Performance Units equals the number of Performance Units (or the cash equivalent thereof) that would be earned and paid if the Performance Measures are met at the target level over the Performance Period.

This Award is further subject to a time-based vesting schedule. One-third of the Performance Units subject to this Award will vest on each of the first, second and third anniversaries of the Grant Date (each such date, a “ Vest Date ”); however, except as set forth in Sections 5 and 6 below, you must remain in continuous service as an Employee of the Company or one of its Affiliates at all times from the Grant Date up to and including the applicable Vest Date for the applicable portion of the Award to vest.

Exhibit A hereto provides (a) the Performance Period for your Award, (b) an explanation of the Performance Measures and (c) the percentage of the Award that will be earned, if any, based on the achievement of the Performance Measures (subject to the time-based vesting requirements set forth in this Notice).

5. Termination of Service.

(a) Subject to Sections 5(b) and 6 below, if your status as an Employee with the Company or an Affiliate terminates for any reason, other than due to your death or Disability or as provided in Section 6 below, the unvested portion of your Award (after taking into account any accelerated vesting that occurs in connection with such termination, if any) and the Dividend Equivalents corresponding with such unvested portion of your Award will be automatically cancelled and forfeited on the date of such termination unless the Committee directs otherwise.

(b) If your status as an Employee of the Company or an Affiliate terminates as a result of your death or Disability, then your Award will immediately vest and be payable as of such date based upon the Achievement Percentage (defined in Section 7) or, if the Achievement Percentage has not yet been determined, based upon the target performance level. Any such date on which such accelerated vesting occurs pursuant to this Section 5(b) is referred to in this Award Notice as an “ Accelerated Vest Date ”.

6. Corporate Change. In the event a Corporate Change occurs, notwithstanding anything to the contrary in this Award Notice, this section will govern the vesting of your Award on and after the date the Corporate Change is consummated.

(a) Determination of Achievement Percentage . If a Corporate Change is consummated prior to the end of the Performance Period and you are employed by the Company or an Affiliate as of such consummation date, then (a) the Committee, in its discretion, shall determine in good faith the Achievement Percentage (as defined below) based on performance during the portion of the Performance Period commencing on the first day of the Performance Period and ending on the date the Corporate Change is consummated or (b) if the Committee determines, in its discretion, that no such determination can reasonably be made, then the Achievement Percentage shall be deemed to be 100% (and your Earned Units (as defined below) will be determined based upon such Achievement Percentage).

(b) Termination of Service Following a Corporate Change . If your status as an Employee of the Company or an Affiliate is terminated on or within 18 months following the date a Corporate Change is consummated (i) by the Company or such Affiliate without Cause, (ii) by you for Good Reason (as defined below) or (iii) as a result of your death or Disability, then the unvested portion of your Award as of the date of your Termination of Service as an Employee will immediately vest in full as of the date of your Termination of Service as an Employee. If your status as an Employee is terminated by the Company with Cause or by you without Good Reason on or after the date the Corporate Change is consummated, then the unvested portion of your Award and the Dividend Equivalents corresponding with such unvested portion of your Award will be automatically forfeited on the date of your Termination of Service as an Employee.

(i)		A reduction of 10% or more of your base salary;
(ii)		Your being required to be based at any other office or location of employment more than 50 miles from your primary office or location of employment immediately prior to the Corporate Change; or
(iii)		The willful failure by the Company or an Affiliate to pay you your compensation when due;

7. Determination of Earned Units, Settlement and Payment. As soon as administratively practicable following the conclusion of the Performance Period (or, if earlier, the date on which a Corporate Change is consummated), the Committee shall certify in writing the level of performance achieved with respect to the Performance Measures (the “ Achievement Percentage ”). The actual number of Performance Units payable under your Award shall be equal to the product of the target number of Performance Units multiplied by the Achievement Percentage or, in the event of your termination due to your death or Disability during the Performance Period or a Corporate Change during the Performance Period in connection with which the Committee determines, in its discretion, it cannot reasonably determine the Achievement Percentage, 100% of the Performance Units (in any case, such number of Performance Units payable under your Award, the “ Earned Units ”). In addition, at this time the Committee shall determine the form of payment in respect of any Earned Units that become vested in accordance with the terms of this Award Notice, which shall be (a) an equivalent number of shares of Common Stock of the Company or (b) a lump sum cash payment equal to the Fair Market Value of an equivalent number of shares of Common Stock as of the applicable Vest Date, Accelerated Vest Date or Corporate Change Vest Date of such vested Earned Units or (c) a combination thereof.

As soon as administratively practicable after your Earned Units vest, but in no event later than the sixtieth (60th) day following the applicable Vest Date, Accelerated Vest Date, or Corporate Change Vest Date of such Earned Units, you will receive payment in respect of such vested Earned Units in the form of cash, shares of Common Stock or a combination thereof, as applicable. Payments in respect of any corresponding Dividend Equivalents shall be paid in the form in which the applicable dividends were paid, unless otherwise determined by the Committee.

Except as provided below, this Award and the Dividend Equivalents are intended to be exempt under Section 409A of the Code (“ Section 409A ”) under the short-term deferral exclusion and will be interpreted and operated consistent with such intent. If, for any reason, the Company determines that this Award and/or the Dividend Equivalents are subject to Section 409A, the Company shall have the right in its sole discretion (without any obligation to do so or to indemnify you or any other person for failure to do so) to adopt such amendments to the Plan or this Award Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Company determines are necessary or appropriate to provide for either the Performance Units and/or Dividend Equivalents to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

8. Stockholder Rights. The Performance Units represent an unfunded, unsecured and contingent right to receive payment. Except as otherwise provided in Section 2 above, you have no rights as a stockholder with respect to any Performance Units unless and until you receive shares of

Common Stock of the Company in respect of your vested Earned Units. The grant of the Performance Units under your Award shall be implemented by a credit to a bookkeeping account maintained by the Company.

9. Non-Transferability. You cannot sell, transfer, pledge, exchange, hypothecate or otherwise dispose of your Award or the Dividend Equivalents except as otherwise set forth in Paragraph XV(i) of the Plan.

11. Data Privacy. You consent to the collection, use, processing and transfer of your personal data as described in this paragraph. You understand that the Company and/or its Affiliates hold certain personal information about you (including your name, address and telephone number, date of birth, social security number, social insurance number, etc.) for the purpose of administering the Plan (“ Data ”). You also understand that the Company and/or its Affiliates will transfer this Data amongst themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and/or its Affiliates may also transfer this Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for these purposes. You also understand that you may, at any time, review the Data, require any necessary changes to the Data or withdraw your consent in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

12. Withholding. Your Award is subject to applicable income and/or social insurance tax withholding obligations (including, without limitation, any applicable FICA, employment tax or other social security contribution obligations), and the Company and its Affiliates may, in their sole discretion, withhold a sufficient number of shares or amount of cash otherwise issuable or payable to you under this Award and/or with respect to the Dividend Equivalents in order to satisfy any such withholding obligations. If necessary, the Company reserves the right to withhold from your regular earnings an amount sufficient to meet the withholding obligations.

13. Plan Governs. This Award Notice is subject to the terms of the Plan, a copy of which is available at no charge through your UBS account or which will be provided to you upon request as indicated in Section 17. All the terms and conditions of the Plan, as may be amended from time to time, and any rules, guidelines and procedures which may from time to time be established pursuant to the Plan, are hereby incorporated into this Award Notice, including, but not limited to, Sections XV(l) (“Section 409A of the Code”) and XV(j) (“Clawback”) thereof. In the event of a discrepancy between this Award Notice and the Plan, the Plan shall govern.

14. Adjustment. This Award shall be subject to adjustment as provided in Paragraph XIII of the Plan.

15. Modifications. The Company may, without your consent, make any change to this Award Notice that is not adverse to your rights under this Award Notice or the Plan.

by actual or potential competitors and third parties or is proprietary information of Exterran (“ Confidential Information ”). Such Confidential Information shall include, without limitation, information regarding Exterran’s customers and suppliers, employees, business operations, product lines, services, pricing and pricing formulae, machines and inventions, research, knowhow, manufacturing and fabrication techniques, engineering and product design specifications, financial information, business plans and strategies, information derived from reports and computer systems, work in progress, marketing and sales programs and strategies, cost data, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of Exterran. You agree, during your service as an Employee and at all times thereafter, not to use, divulge, or furnish or to make accessible to any third party, company, or other entity or individual, without Exterran’s written consent, any Confidential Information of Exterran, except as required by your job-related duties to Exterran.

b. You agree that whenever your service as an Employee of Exterran ends for any reason, (i) you shall return to Exterran all documents containing or referring to Exterran’s Confidential Information as may be in your possession and/or control, with no request being required; and (ii) you shall return all Exterran computer and computer-related equipment and software, and all Exterran property, files, records, documents, drawings, specifications, lists, equipment and other similar items relating to Exterran’s business coming into your possession and/or control during your employment, with no request being required.

damages are inadequate, or (iii) posting any bond with respect thereto) against you prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. You agree that the period during which the covenants contained in this Section 16 are in effect shall be computed by excluding from such computation any time during which you are in violation of any provision of this Section 16.

18. Participant Acceptance. If you agree with the terms and conditions of this Award, please indicate your acceptance in UBS One Source by selecting “ Accept .” To reject the Award, select “Reject.” Please note that if you reject the Award or do not accept the Award within 90 days of the Grant Date, the Award will be forfeited.

Exhibit 10.7


EXTERRAN HOLDINGS, INC.

AWARD NOTICE AND AGREEMENT
COMMON STOCK AWARD FOR NON-EMPOYEE DIRECTORS

Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) an Other Stock-Based Award consisting of shares of Common Stock under the Exterran Holdings, Inc. 2013 Stock Incentive Plan (as may be amended from time to time, the “Plan”), subject to the terms and conditions set forth in this Award Notice and Agreement (the “Award Notice”) and the Plan. Unless otherwise defined herein, capitalized terms used in this Award Notice shall have the respective meanings ascribed to them in the Plan.

The material terms of your Award are as follows:

1. Award. You have been granted shares of the Company’s Common Stock (the “Award” or “Stock”) subject to these terms and conditions.

2. Grant Date. The Grant Date of your Award is the date on which this Award is approved by the Board of Directors of the Company or an appropriate committee of the Board of Directors.

3. Stockholder Rights. The Company will register the Stock in your name. You will have the right to vote your Stock and receive dividends, if any.

4. No Right to Continued Service. Nothing contained in this Award Notice shall confer upon you any right to continued service (as a member of the Board or otherwise), or limit in any way the right of the Board to terminate or modify the terms of your service at any time.

5. Data Privacy. You consent to the collection, use, processing and transfer of your personal data as described in this paragraph. You understand that the Company and/or its Affiliates hold certain personal information about you (including your name, address and telephone number, date of birth, social security number, social insurance number, etc.) for the purpose of administering the Plan (“Data”). You also understand that the Company and/or its Affiliates will transfer this Data amongst themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and/or its Affiliates may also transfer this Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for these purposes. You also understand that you may, at any time, review the Data, require any necessary changes to the Data or withdraw your consent in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

6. Withholding. The Company and its Affiliates may elect, with your consent, to withhold a sufficient number of shares of Common Stock that are otherwise issuable to you pursuant to your Award to satisfy any such withholding obligations.

7. Plan Governs. Your Award and this Award Notice are subject to the terms of the Plan, a copy of which is available at no charge through your UBS account or which will be provided to you upon request as indicated in Section 11. All the terms and conditions of the Plan, as may be amended from time to time, and any rules, guidelines and procedures which may from time to time be established pursuant to the Plan, are hereby incorporated into this Award Notice, including, but not limited to, Paragraphs XV(I) (“Section 409A of the Code”) and XV(j) (“Clawback”) thereof. In the event of a discrepancy between this Award Notice and the Plan, the Plan shall govern.

8. Adjustment . This Award shall be subject to adjustment as provided in Paragraph XIII of the Plan.

9. Modifications. The Company may, without your consent, make any change to this Award Notice that is not adverse to your rights under this Award Notice or the Plan.

10. Non-Solicitation/Confidentiality Agreement . The greatest assets of the Company and its Affiliates (“ Exterran ” in this Section 10) are its employees, directors, customers, and confidential information. In recognition of the increased risk of unfairly losing any of these assets, Exterran has adopted this Non-Solicitation/Confidentiality Agreement as set forth in this Section 10, the terms of which you accept and agree to by accepting the Award.

a. In order to assist you with your duties, Exterran has provided and shall continue to provide you with access to confidential and proprietary operational information and other confidential information which is either information not known by actual or potential competitors and third parties or is proprietary information of Exterran (“ Confidential Information ”). Such Confidential Information shall include, without limitation, information regarding Exterran’s customers and suppliers, employees, business operations, product lines, services, pricing and pricing formulae, machines and inventions, research, knowhow, manufacturing and fabrication techniques, engineering and product design specifications, financial information, business plans and strategies, information derived from reports and computer systems, work in progress, marketing and sales programs and strategies, cost data, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of Exterran. You agree, during your service to Exterran and at all times thereafter, not to use, divulge, or furnish or to make accessible to any third party, company, or other entity or individual, without Exterran’s written consent, any Confidential Information of Exterran, except as required by your job-related duties to Exterran.

b. In connection with your acceptance of the Award under the Plan, and in exchange for the consideration provided hereunder, and in consideration of Exterran disclosing and providing access to Confidential Information, you agree that you will not, during your service to Exterran, and for one year thereafter, directly or indirectly, for any reason, for your own account or on behalf of or together with any other person, entity or organization (i) call on or otherwise solicit any natural person who is employed by Exterran in any capacity with the purpose or intent of attracting that person from the employ of Exterran, or (ii) divert or attempt to divert from Exterran any business relating to the provision of natural gas compression equipment and related services, oil and natural gas production and processing equipment and related services or water treatment equipment and related services without, in each case, the prior written consent of Exterran.

c. You agree that (i) the terms of this Section 10 are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 10 are ancillary or a part of; (ii) the consideration provided by Exterran under this Section 10 is not illusory; (iii) the restrictions of this Section 10 are necessary and reasonable for the protection of the legitimate business interests and goodwill of Exterran; and (iv) the consideration given by Exterran under this Section 10, including without limitation, the provision by Exterran of Confidential Information to you, gives rise to Exterran’s interests in the covenants set forth in this Section 10.

d. You and Exterran agree that it was both parties’ intention to enter into a valid and enforceable agreement. You agree that if any covenant contained in this Section 10 is found by a court of competent jurisdiction to contain limitations as to time, geographic area, or scope of activity that are not reasonable and impose a greater restraint than is necessary to protect the goodwill or other business interests of Exterran, then the court shall reform the covenant to the extent necessary to cause the limitations contained in the covenant as to time, geographic area, and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and other business interests of Exterran.

e. In the event that Exterran determines that you have breached or attempted or threatened to breach any term of this Section 10, in addition to any other remedies at law or in equity Exterran may have available to it, it is agreed that Exterran shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate, or (iii) posting any bond with respect thereto) against you prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. You agree that the period during which the covenants contained in this Section 10 are in effect shall be computed by excluding from such computation any time during which you are in violation of any provision of this Section 10.

f. You hereby acknowledge that the Award being granted to you under the Plan is an extraordinary item of compensation and is not part of, nor in lieu of, your ordinary wages for services you may render to Exterran.

g. You understand that this agreement is independent of and does not affect the enforceability of any other restrictive covenants by which you have agreed to be bound in any other agreement with Exterran.

h. Notwithstanding any other provision of this Award, the provisions of this Section 10 shall be governed, construed and enforced in accordance with the laws of the State of Texas, without giving effect to the conflict of law principles thereof. Any action or proceeding seeking to enforce any provision of this Section 10 shall be brought only in the courts of the State of Texas or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Texas, and the parties consent to the jurisdiction of such courts in any such action or proceeding and waive any objection to venue laid therein.

11. Additional Information. If you require additional information concerning your Award, contact the Company’s Stock Plan Administrator at 281.836.7000 or at mystock@exterran.com. You may also contact UBS at 713.654.4713.

12. Participant Acceptance. If you agree with the terms and conditions of this Award, please indicate your acceptance in UBS One Source by selecting “Accept.” To reject the Award, select “Reject.” Please note that if you reject the Award or do not accept the Award within 90 days of the Grant Date, the Award will be forfeited.