exv10w3



 




Exhibit
10.3





	 	 	 
	HANOVER COMPRESSOR COMPANY

AWARD NOTICE
TIME-VESTED RESTRICTED STOCK UNIT (Stock-Settled)

	 	





Hanover Compressor Company (the “Company”), has granted to you, [NAME] (“the Participant”),
restricted stock units under the Hanover Compressor Company 2006 Stock 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 granted [NUMBER] restricted stock units (the “Award” or “RSUs”).



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



     3. Vesting. Your Award is subject to a vesting schedule. A portion of your Award (rounded
to the nearest whole number) will automatically vest on each of the dates (a “Vesting Date”)
indicated in the table below. However, you must be employed by the Company or one of its
subsidiaries at all times from the Grant Date up to and including the applicable Vesting Date for
the Award to vest. As soon as administratively practicable following each Vesting Date, the
Company will issue to you one share of Common Stock for each of your vested RSUs. Contact Wachovia
at (866) 311-5694 or (713) 853-2400 with any questions concerning the vesting of your Award.



	 	 	 
	Vesting Date	 	Number of RSUs Vested
	July 21, 2007

	 	[UNITS VESTED]
	July 21, 2008

	 	[UNITS VESTED]
	July 21, 2009

	 	[UNITS VESTED]






     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 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, Disability or a Corporate Change, the unvested portion of your Award will
immediately vest in full and all restrictions applicable to your Award will cease as of that date.
In the event your employment terminates due to Retirement, it will be within the discretion of the
Compensation Committee to vest or not vest any unvested portion of your Award.



     5. No Stockholder Rights. Until vested and paid as Common Stock, you will not have any right
to vote your RSUs or receive dividends, if any, with respect to your RSUs.



     6. Non-Transferability. You cannot sell, transfer, pledge, exchange or otherwise dispose of
your RSUs (except by will or the laws of descent and distribution).



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



     8. No Right to Future Benefits. The Plan is provided by the Company on an entirely
discretionary basis, and the Plan creates no vested rights in you as a Participant. You understand
and



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agree that this Award is not part of your salary and that receipt of this Award does not
entitle you to any future awards under the Plan or any other plan or program of the Company. This
Award is not part of your normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension,
or retirement benefits or similar payments.




     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 its subsidiaries
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 subsidiaries 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 any of its subsidiaries
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 information, 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. 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
your regular earnings an amount sufficient to meet the withholding obligations.



     11. Plan Governs. This Notice is subject to the terms of the Plan, a copy of which is
available on the Company’s 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.



     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 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 SUBSIDIARIES

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




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