exv10w4



 





EXHIBIT 10.4




UNIVERSAL COMPRESSION HOLDINGS, INC.

INCENTIVE STOCK OPTION PLAN




FORM OF

AMENDMENT TO INCENTIVE AND

NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS




     THIS AMENDMENT TO INCENTIVE AND NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS (the “Amendment”)
is entered into and effective as of ___, 2007, by and between Universal Compression
Holdings, Inc. (“Holdings”) and Ernie L. Danner (“Employee”).



     WHEREAS, Holdings has previously granted to Employee incentive stock options and non-qualified
stock options to purchase shares of common stock of Holdings under the Universal Compression
Holdings, Inc. Incentive Stock Option Plan, as amended, pursuant to the Incentive Stock Option
Agreements and Non-Qualified Stock Option Agreements listed on Attachment A to this Amendment
(collectively, the “Agreements”); and



     WHEREAS, Employee is currently an employee of Holdings and is a member of the Board of
Directors of Holdings; and



     WHEREAS, in connection with the consummation of the transactions contemplated by that certain
Agreement and Plan of Merger by and among Holdings, Hanover Compressor Company, Exterran Holdings,
Inc. (formerly Iliad Holdings, Inc.) (“Exterran”), Hector Sub, Inc. and Ulysses Sub, Inc., dated as
of February 5, 2007, as amended (the “Merger”), Employee’s employment with, and service as a
director of, Universal will be terminated and Employee will commence service as a member of the
Board of Directors of Exterran (the “Exterran Board”); and



     WHEREAS, Holdings and Employee desire to amend the Agreements to extend the option exercise
period thereunder through Employee’s period of service as a member of the Exterran Board;



     NOW, THEREFORE, effective as of the date hereof, the parties agree to amend and restate
Sections 2(b)(ii) and (iii) of each of the Agreements to read in their entirety as follows:



 









 






     “(ii) Termination of Employment Without Cause or Voluntary Resignation.
In the event Universal terminates Employee’s employment without Cause (as defined
in the Plan), or Employee voluntarily resigns his employment, the Option shall
terminate as of the date of Employee’s termination of employment, except for the
portion of the Option that is exercisable as of the date of termination of
employment, which shall terminate upon the earlier of: (1) the date that is the
tenth anniversary of the Grant Date or (2) the date that is 90 days following the
date Employee ceases for any reason to be a member of the Exterran Board.




     (iii) Termination of Employment for Cause. In the event the Employee’s
employment with Universal shall terminate for Cause (as defined in the Plan), the
Option, whether or not exercisable as of the date of termination of employment,
shall terminate in its entirety on the date of termination.”



     The Agreements shall remain in full force and effect and, as amended by this Amendment, are
hereby ratified and affirmed in all respects.



	 	 	 	 	 
	 	UNIVERSAL COMPRESSION HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	EMPLOYEE





 


Ernie L. Danner

 	 
	 	 	 
	 	 	 
	 	 	 
	 




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ATTACHMENT A

TO

AMENDMENT TO INCENTIVE AND

NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS




Schedule of Outstanding Incentive Stock Options and Non-Qualified Stock Options

Granted to Ernie L. Danner Pursuant to Incentive Stock Option Agreements

and Non-Qualified Stock Option Agreements




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding Number of
	Grant Date	 	Expiration Date	 	 	 	Vested and Unvested
	of Options	 	Of Options*	 	Option Type	 	Shares under Options
	12/11/2000
	 	12/11/2010	 	Non-Qualified	 	50,523
	04/20/2001
	 	04/20/2011	 	Non-Qualified	 	17,024
	02/19/2002
	 	02/19/2012	 	Non-Qualified	 	20,306
	04/30/2004
	 	04/30/2014	 	Non-Qualified	 	21,675
	03/09/2005
	 	03/09/2015	 	Non-Qualified	 	19,379
	03/09/2005
	 	03/09/2015	 	Incentive	 	2,621
	03/03/2006
	 	03/03/2016	 	Non-Qualified	 	22,696
	03/03/2006
	 	03/03/2016	 	Incentive	 	2,304








 




			
	 	 	*Tenth anniversary of Grant Date






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