exv10w6



 




Exhibit
10.6





	 	 	 
	HANOVER COMPRESSOR COMPANY




AWARD NOTICE

CASH INCENTIVE AWARD

	 	





Hanover Compressor Company (the “Company”), has awarded you, [NAME] (“the Participant”), a cash
incentive award under the Hanover Compressor Company 2006 Long-Term Cash Incentive Plan (the
“Plan”). All capitalized terms in this Notice have the same meaning ascribed to them in the Plan.



The main terms of your Award are as follows:




     1. Award. You have been awarded a cash incentive in the amount of [DOLLAR AMOUNT] (the
“Award”).



     2. Award Date. The date of this Award is July 21, 2006 (the “Award Date”).



     3. Award Payout. Your Award is subject to payout over a three year period. A portion of
your Award will become payable on each of the dates (the “Payment Date”) indicated in the table
below, provided you have been continuously employed by the Company or an Affiliate at all times
from the Award Date up to and including the applicable Payment Date.



	 	 	 
	Payment Date	 	Portion of Award Payable
	July 21, 2007

	 	1/3
	July 21, 2008

	 	1/3
	July 21, 2009

	 	1/3






     Actual payment of each portion of your Award (subject to applicable tax withholding) will be
made in the form of a lump sum cash payment within thirty (30) days following the applicable
Payment Date.



     4. Termination of Employment. If your employment with the Company or a subsidiary terminates
for any reason (other than as a result of death, Disability or a Corporate Change), the unpaid
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 death, Disability or a Corporate Change, all remaining unpaid portions of your Award will
immediately become payable in a lump sum cash payment (subject to applicable tax withholding).



     5. Non-Transferability. Before you are eligible to receive in your Award, you cannot
transfer, pledge exchange or otherwise dispose of your Award (except by will or the laws of descent
and distribution).



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



     7. Withholding. Your Award is subject to applicable income tax, social insurance, or social
security withholding obligations. If necessary, the Company reserves the right to withhold from
the Award or your regular earnings an amount sufficient to meet the withholding obligations.



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     8. Plan Governs. This Notice is subject to the terms of the Plan, a copy of which is
available on the Company’s intranet website or which will be provided to you upon written request
addressed to Hanover Compressor Company, Compensation & Benefits Department, 12001 N. Houston
Rosslyn, Houston, Texas 77086. In the event of a discrepancy between this Notice and the Plan, the
Plan shall govern.



     9. 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 Notice. Otherwise, the Company will deem the Award and the terms of the Award
accepted by you.



	 	 	 	 	 
	 	ON BEHALF OF HANOVER COMPRESSOR

COMPANY AND ITS AFFILIATES

 
	 	By:  	/s/ John E. Jackson
 	 
	 	 	John E. Jackson 	 
	 	 	President and Chief Executive Officer 	 
	 




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