exhibit10_2.htm


    
      Exhibit
10.2

    

    
       

      EXTERRAN
PARTNERS, L.P.

       

      AWARD
NOTICE

      PHANTOM
UNITS WITH DERS

      FOR
DIRECTORS

       

      Exterran
GP LLC (the “Company”), as general partner of Exterran General Partner, L.P.
(the general partner of Exterran Partners, L.P. (the “Partnership”)), has
granted to you (the "Participant") Phantom Units, with a tandem grant of
Distribution Equivalent Rights (“DERs”) for each Phantom Unit, under the
Exterran Partners, L.P. Long-Term Incentive Plan, as amended (the “Plan”),
subject to the terms and conditions set forth in this Award Notice (this
"Notice") and the Plan.  Unless otherwise defined herein, capitalized
terms in this Notice 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 Phantom Units, each with a tandem grant of DERs (your "Award")
as provided above.  The Company will establish a non-interest bearing
DER bookkeeping account for you with respect to each Phantom Unit granted which
shall be credited with an amount equal to any cash distributions made by the
Partnership on a Common Unit (“Unit”) during the period your Phantom Units are
outstanding.

       

      2. Grant Date.
The grant date of your 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”).  Except as otherwise provided in Paragraphs 4
and 5 below, you must be in continued service of the Company at all times from
the Grant Date up to and including the applicable Vesting Date to vest in your
Phantom Units under this Award.  In addition, the cash amounts
credited to your DER account with respect to your vested Phantom Units will vest
on the applicable Vesting Date.  If your Phantom Units are forfeited,
the amount credited to your DER account related to those forfeited Phantom Units
will also be forfeited as of the same date. Contact Exterran’s Stock Plan
Administrator at (281) 836-7000 with any questions concerning the vesting of
your Award.

       

      4. Termination of
Service. If your service as a director of the Company terminates for any
reason (“Termination of Service”) other than as a result of (a) death, (b) a
disability that would meet the criteria for being considered “disabled” under
the Company’s or an Affiliate’s long-term disability plan as if you were
eligible to participate in the plan (“Disability”), or (c) your not being
reelected as a director of the Company, then your unvested Phantom Units, along
with any DERs credited to your DER account with respect to those unvested
Phantom Units, will be forfeited without payment as of the date of such
termination. If your Termination of Service is due to death, Disability or your
not being reelected as a director of the Company, then your unvested Phantom
Units, along with any DERs credited to your DERs account with respect to those
unvested Phantom Units, will vest on the date of such
termination.    For purposes of this Notice, your “service
as a director of the Company” will be terminated only if it is a “separation
from service” within the meaning of Section 409A of the Internal Revenue Code
and accompanying regulations issued under Section 409A.

       

      5. Change of Control
Prior to Vesting or Termination of Service. Your unvested Phantom Units,
along with any DERs credited to your DER account with respect to those unvested
Phantom Units, will vest on the date of a Change of Control, provided you are in
continued service as a director with the Company of as such date.

       

      6. Payments.  As
soon as administratively practicable, but in no event later than the 60th day
after the date your Phantom Units vest in accordance with Paragraphs 3, 4 or 5
above (the "Payment Date"), the Company will pay you one Unit of the Partnership
with respect to each vested Phantom Unit; provided, however, that the Committee,
in its discretion, may elect to pay to you on the Payment Date all of the Units
related to your vested Phantom Units either (a) in the form of a lump sum cash
payment or (b) in a combination of Units and a lump sum cash payment in lieu of
Units.  Any lump sum cash payment will be equal to the Fair Market
Value as of the vesting date of the Units.  The foregoing
notwithstanding, if your Award is subject to Section 409A of the Internal
Revenue Code and your Award vests under Paragraph 5 due to a Change of Control
that does not satisfy the definition of a "change of control" for purposes of
Section 409A, then the Payment Date of the Units or cash under this Paragraph 6
will be not later than the 60th day after the first to occur of (a) your
Termination of Service date or (b) the Vesting Date(s) in Paragraph
3.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      7. Non-Transferability.  Prior
to vesting, you cannot sell, transfer, pledge, exchange or otherwise dispose of
the Phantom Units, with DERs issued under this Award.

       

      8. Rights as
Unitholder.  You, or your executor, administrator, heirs, or
legatees shall have the right to receive distributions on Units and all the
other privileges of a unitholder of the Partnership only from the date of
issuance of a Unit in your name representing payment of a vested Phantom
Unit.

       

      9. No Right to
Continued Service.  Nothing contained in this Notice confers
upon you any right to continued service as a director of the Company or
interferes in any way with the right of the Company or any its Affiliates to
terminate your service at any time.

       

      10. Plan
Governs.  This 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 Partners, L.P., 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 Notice. In the event of a discrepancy between this Notice and the
Plan, the Plan shall govern.

       

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

       

      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. 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.

       

      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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit A –
Non-Solicitation/Confidentiality Agreement

       

      


       

      The
greatest assets of Exterran Partners, L.P. 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 without 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
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.