exv10w1







Exhibit 10.1









EXTERRAN HOLDINGS, INC.




AWARD NOTICE

TIME-VESTED INCENTIVE STOCK OPTION



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 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 an Option (the “Award” or “Option”) to purchase shares of
Common Stock of the Company in the number and at the exercise price (the “Exercise Price”)
provided above as the “Grant Price”. 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 become a Non-Qualified Option.



     2. Qualification as Incentive Stock Option. Neither the Company, its directors, officers,
employees or the Compensation 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 Section 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 “Issue Date” provided above.



     4. Vesting. Your Award is subject to a vesting schedule. A portion of your Award will
automatically vest and become exercisable on each of the dates indicated in the vesting schedule
above (each a “Vesting Date”). However, except as provided in Section 6 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.



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



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




(a) Termination as a Result of Death, Disability or Retirement.




For Incentive Stock Options — Upon a termination of employment as a result of
death or disability (as defined in Section 22(e)(3) of the Code), 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 Award at any time prior to the
Expiry Date or the expiration of one (1) year after the date of your termination,
whichever is the shorter period. Upon a termination of employment as a result of
Retirement, the unvested portion of your Award will immediately vest in full and
become exercisable, and you will be entitled to exercise the Award at any time prior
to the Expiry Date or the expiration of three (3) months after the date of your
termination, whichever is the shorter period.



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For Non-Qualified Stock Options — Upon a termination of employment 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 Expiry Date or the expiration of two (2) years after the date of
your termination, whichever is the shorter period.




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




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



     7. Exercise of Award. The exercise of your Option must be accompanied by full payment of
the Exercise Price for the shares of Common Stock being acquired by: (i) cash, (ii) a check
acceptable to the Company, (iii) the delivery of a number of already-owned shares of Common
Stock having a Fair Market Value equal to such Exercise Price (provided you have owned such shares of
Common Stock for more than six months), (iv) a “cashless broker exercise” of the
Option through any procedures established or approved by the Compensation Committee with respect
thereto, or (v) any combination of the foregoing approved by the Compensation Committee.
No shares of Common Stock will be issued until the Exercise 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.



     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 or otherwise dispose
of your Option except in accordance with the Plan.



     10. 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.



     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, employment and/or social
insurance or social security withholding 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.



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     13. 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.



     14. 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.



     15. 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.



     16. 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.