exv10w5






Exhibit 10.5









EXTERRAN HOLDINGS, INC.




AWARD NOTICE

TIME-VESTED STOCK-SETTLED RESTRICTED STOCK UNITS



Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) restricted stock
units under the Amended and Restated Exterran Holdings, Inc. 2007 Stock Incentive Plan (the
“Plan”). All capitalized terms not explicitly defined in this Award Notice but defined in the
Plan shall have the same meaning 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”) as provided
above.



     2. Grant Date. The grant date of this Award is the Issue Date provided above.



     3. Vesting. Your Award is subject to a vesting schedule. A portion of your Award will
automatically vest on each of the dates indicated in the vesting schedule above (each a “Vesting
Date”). However, except as set forth in section 4 below, you must be employed by the Company or
one of its Affiliates at all times from the Grant Date up to and including the applicable
Vesting Date for that portion of the Award to vest. Contact Exterran’s Stock Plan Administrator
at (281) 836-7000 with any questions concerning the vesting of your Award.



     4. Termination of Employment. If your employment with the Company or an Affiliate
terminates for any reason (other than as a result of death or Disability), the unvested portion
of your Award will be automatically forfeited on the date of such event unless the Compensation
Committee directs otherwise. If your employment with the Company 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.



     5. Payment. As soon as administratively practicable after, but in no event later than the
60th day after the date your RSUs vest in accordance with Paragraph 3 above, you will receive
payment in the form of shares of Common Stock, which will be issued to you in book entry form.
The Award made under this Award Notice is not intended to be subject to Section 409A of the Code
under the short-term deferral exclusion and this Award will be interpreted and operated
consistent with such intent.



     6. Stockholder Rights. Until such time as the Company issues you payment in the form of
 shares of Common Stock following the applicable Vesting Date, you will not have the right to
vote the shares of Common Stock underlying your RSUs, or have the right to any dividends paid
with respect to the shares of Common Stock underlying your RSUs, or enjoy any other stockholder
rights.



     7. Non—Transferability. Prior to vesting, you cannot sell, transfer, pledge, exchange or
otherwise dispose of your RSUs except in accordance with the Plan.



     8. No Right to Continued Employment. Nothing in this Award Notice guarantees your
continued employment with the Company or any of its Affiliates or interferes in any way with the
right of the Company or its Affiliates to terminate your employment 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



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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. If your Award is subject to applicable income, employment and/or social
insurance or social security withholding obligations, 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 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 on the website of Exterran’s current third party stock plan account manager at
www.solium.com or which will be provided to you upon written request addressed to Exterran
Holdings, Inc., Stock Plan Administration, 16666 Northchase Drive, Houston, TX 77060. 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. In the event of a discrepancy between this Award Notice and
the Plan, the Plan shall govern.



     12. Participant Acceptance. If you do not accept the Award or the terms of the Award, you
must notify the Company in writing at the address provided above within thirty (30) days of
delivery of this Award Notice. Otherwise, the Company will deem the Award and the terms of the
Award to be accepted by you.



     13. Modifications. The Company may make any change to this Award Notice that is not
adverse to your rights under this Award Notice or the Plan.



     14. Exhibit A — Non-Solicitation/Confidentiality Agreement. This Award is subject to
the attached Exhibit A which is incorporated herein as if fully set forth herein.



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Exhibit A — Non-Solicitation/Confidentiality Agreement



The greatest assets of Exterran Holdings, Inc. and its affiliates and subsidiaries (“Exterran”)
are its employees, directors, customers, and confidential information. In recognition of the
increased risk of unfairly losing any of these assets to its competitors, Exterran has adopted
this Exhibit A as its policy, which you accept and agree to by accepting the Award.



In connection with your acceptance of the Award under the Plan, and in exchange for the
consideration provided thereunder, you agree that you will not, during your employment with, or
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 (a)
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 (b) divert or
attempt to divert from Exterran any business relating to the provision of natural gas
compression equipment and/or related services or oil and natural gas production and processing
equipment and/or related services without, in either case, the prior written consent of
Exterran. As further consideration for the grant of the Award, you agree that you will not,
either while employed by, or in service to Exterran, or at any time thereafter, (i) make any
independent use of, or disclose to any other person (except as authorized by Exterran) any
confidential, nonpublic and/or proprietary information of Exterran, including, without
limitation, information derived from reports, work in progress, codes, marketing and sales
programs, customer lists, records of customer service requirements, cost summaries, pricing
formulae, methods of doing business, ideas, materials or information prepared or performed for,
by or on behalf of Exterran nor (ii) by any manner or means, in public or in private, disparage,
demean, insult or defame Exterran, its officers or directors.



If any court determines that any provision of this agreement, or any part thereof, is invalid or
unenforceable, the remainder of this agreement shall not be affected and shall be given full
effect, without regard to the invalid portions and the court shall have the power to reduce the
duration or scope of such provision, as the case may be, and, in its reduced form, such
provision shall then be enforceable.



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.



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.