Exhibit 10.30


 


AMENDMENT
NUMBER ONE


TO
THE UNIVERSAL COMPRESSION, INC.


EMPLOYEES’
SUPPLEMENTAL SAVINGS PLAN


(As
Revised and Restated Effective January 1, 2005)


 


WHEREAS, Universal Compression, Inc.
(the “Company”) maintains the Universal Compression, Inc. Employees’
Supplemental Savings Plan, effective as revised and restated January 1,
2005 (the “Plan”);


 


WHEREAS, Section 11.1 of the Plan
reserves to the Company the right to amend the Plan by action of its Board of
Directors (the “Board”); and


 


WHEREAS, the Board has approved the amendment
to the Plan to conform the Plan to changes made to the Savings Plan maintained
by the Company and to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, and the accompanying Treasury Regulations;


 


NOW, THEREFORE, the Plan is hereby amended as
follows effective as of the dates hereinafter specified:


 


1.             Section 3.3(a) of
the Plan is hereby amended to read as follows, effective January 1, 2006:


 


(a)           Each Eligible Employee desiring to
participate in the Plan shall execute a Supplemental Salary Deferral Agreement
prior to the beginning of the Plan Year to which the agreement relates (except
that, with respect to the first year an employee of the Company becomes an
Eligible Employee, he may execute a Supplemental Salary Deferral Agreement not
later than thirty (30) days after becoming an Eligible Employee; in such case,
the Supplemental Salary Deferral Agreement shall only apply to Compensation for
services performed subsequent to execution of such agreement).  Notwithstanding the foregoing provisions of
this Section 3.3(a), a separate Supplemental Salary Deferral Agreement may
be executed not later the date specified by the Committee, which shall not be
later than 6 months before the end of the performance period with respect to
performance-based compensation (within the meaning of Section 409A of the
Code) which is based on a performance period of at least 12 months.


 


2.             Section 3.3(c) of
the Plan is hereby amended to read as follows, effective January 1, 2006:


 


(c)           Each Eligible Employee executing a
Supplemental Salary Deferral Agreement may elect, but shall not be required to
elect, to defer an additional amount of his Compensation equal to the portion
of such Participant’s deferral under the Savings Plan, plus any earnings on
such deferral, that is returned to the Participant pursuant to Section 401(k)(8) of
the Code.


 

















 


3.             Section 3.3(d) of
the Plan is hereby amended to read as follows, effective January 1, 2006:


 


(d)           Each Eligible Employee executing a
Supplemental Salary Deferral Agreement may elect, but shall not be required to
elect, to defer an additional amount of his Compensation equal to the portion
of such Participant’s Matching 401(k) Contribution, plus any earnings thereon,
that is distributed to such Participant as a result of Sections 401(k)(8) or
401(m) of the Code.


 


4.             Section 3.3(g) of
the Plan is hereby amended to read as follows, effective January 1, 2006:


 


(g)           Each Eligible Employee executing a
Supplemental Salary Deferral Agreement may also elect, but shall not be
required to elect, to specify the manner in which such Participant shall
receive distributions of amounts credited to the Participant’s Account
attributable to the amounts deferred pursuant to such Supplemental Salary
Deferral Agreement, which election shall be either as a single lump-sum cash
distribution or in installments; provided, however, that such Participant shall
receive a distribution in the form of Universal Compression Holdings, Inc.
common stock (“Company Stock”), with respect to post-August 31, 2002
Matching Contributions that are deemed invested in such stock as of the Distribution
Date.


 


5.             Section 3.3(h) of
the Plan is hereby amended to read as follows, effective December 1, 2005:


 


(h)           Once executed and delivered to the
Compensation Committee, the deferrals and elections set forth in the
Supplemental Salary Deferral Agreement are irrevocable for the Plan Year to
which they relate and cannot be changed or modified; provided, however, that a
Supplemental Salary Deferral Agreement shall be automatically revoked as of any
date on which its implementation would prevent the Savings Plan from complying
with the requirements of Section 409A of the Code.  Notwithstanding the foregoing sentence,  in accordance with the special transition rules established
by the Internal Revenue Service in Notice 2005-1, Q&A 20 and by the U. S.
Department of the Treasury in Section F of the Preamble to the regulations
promulgated pursuant to Section 409A of the Code, a Participant may cancel
a deferral election made in a 2005 Supplemental Salary Deferral Agreement with
respect to the Annual Bonus attributable to the fiscal period ending March 31,
2006, as long as the Participant takes such action in a written form acceptable
to the Committee on or before December 31, 2005.  If the Participant cancels such deferral
election, then the Annual Bonus will be paid to the Participant at the same
time that it is paid to other employees who did not make such deferral
election.


 


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6.             Section 5.2
of the Plan is hereby amended to read as follows, effective January 1, 2005:


 


5.2           Matching Contributions.


 


(a)           For each dollar of Supplemental
Salary Deferral contributed under the Plan pursuant to Section 5.1(a) hereof,
the Company shall credit to the Participant’s Matching Contribution Account a Matching
Contribution determined as follows: 
First, the Company shall calculate the amount of Matching 401(k)
Contribution that would have been made under the Savings Plan if both the
Salary Deferral made under the Savings Plan and the Supplemental Salary
Deferral made to this Plan had been made to the Savings Plan (disregarding the
limitations that may have prevented such amount from having been contributed to
the Savings Plan). In making that calculation, the Company shall disregard the
limitation on the amount of compensation that may be taken into account under a
qualified plan, and shall apply the matching formula in the Savings Plan to the
entire amount of deferrals under the combined plans. Next, the Company shall
reduce the amount calculated as provided in the foregoing sentences by the Matching
401(k) Contribution actually made to the Savings Plan for the Year, and the
remainder shall be the Matching Contribution to be made to this Plan.


 


(b)           If a Matching 401(k) Contribution to
the Savings Plan on behalf of a Participant, and any earnings thereon, is
forfeited pursuant to Sections 401(k)(8) or 401(m) of the Code and the
Participant is otherwise participating in this Plan for the Plan Year in which
the forfeiture occurs, an amount equal to such forfeiture shall be credited to
the Participant’s Matching Contribution Account.  To the extent necessary to prevent
duplication of Matching Contributions, the Matching Contribution otherwise to
be credited pursuant to Section 5.2(a) of the Plan shall be reduced
by the amount credited to the Participant’s Matching Contribution Account
pursuant to this Section 5.2(b).


 


7.             Section 6.1(b) of
the Plan is hereby amended to read as follows, effective January 1, 2006:


 


(b)           Amounts credited to a Participant’s
Matching Contribution Account prior to September 1, 2002, shall be deemed
invested in the same investments, and in the same proportions, as the
investments selected by the Participant under Section 6.1(a) hereof.  Notwithstanding any other provisions herein
to the contrary, Matching Contributions credited to a Participant’s Matching
Contribution Account, which are based on such Participant’s Supplemental Salary
Deferral amounts attributable to Compensation earned on or after September 1,
2002, shall be deemed invested in the Company Stock until such time as the
Participant elects to change such deemed investment as provided in Section 6.2.


 


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8.             Section 6.2
of the Plan is hereby amended to read as follows, effective January 1,
2006:


 


6.2           Changing Deemed
Investments.  A Participant
shall have the right to change the deemed investment of his allocation of
future Supplemental Salary Deferrals and Bonus Deferrals and the deemed
investment of his entire Account (including his Matching Contribution Account)
among investments by notice to the Compensation Committee in such form as
required by the Compensation Committee. 
Such changes in deemed investments and allocation shall be made as of
the Valuation Date next following the date upon which said change is made, or
as soon thereafter as may be administratively practicable.  If a Participant elects to change the deemed investment
on all or a portion of the balance of his Matching Contribution Account from
Company Stock to some other deemed investment, 
the Participant may not subsequently elect to have such amount deemed
invested in Company Stock, but he can change the deemed investment direction to
any other deemed investment option available under the Plan as he deems
appropriate from time to time.


 


9.             Section 8.1(a) of
the Plan is hereby amended to read as follows, effective January 1, 2005:


 


(a)           A Participant shall be entitled to a
distribution from his Supplemental Salary Deferral Account and Matching
Contribution Account on a Distribution Date. 
The term “Distribution Date” shall mean the earlier of:  (i) the Termination Date or as soon
thereafter as administratively possible (but in no case more than 60 days
following the Termination Date), or (ii) the Selected Date or as soon
thereafter as administratively possible (but in no case more than 60 days
following the Selected Date). 
Notwithstanding the foregoing provisions of this Section, if the
distribution is being made as a result of the separation from service of a specified
employee as defined in Treas. Reg. § 1.409A-1(i), the Distribution Date
shall be the date which is six months after the date of such employee’s separation
from service (or if earlier, as soon as possible after the death of such specified
employee).


 


10.           Section 8.1(d) of
the Plan is hereby amended to read as follows, effective January 1, 2006:


 


(d)           Distributions made under this Section 8.1
shall be in cash and in a single lump sum, except that a Participant may elect
pursuant to Section 3.3(g) hereof in his Supplemental Salary Deferral
Agreement to receive installment payments in the case of distributions on a
Termination Date resulting from retirement from the Company; provided, however,
that such Participant shall receive a distribution in the form of Company Stock
that are deemed invested in such stock as of the Distribution Date.


 


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11.           Section 8.2(c) of
the Plan is hereby amended to read as follows, effective January 1, 2006:


 


(c)           Distributions made under this Section 8.2
shall be in cash and in a single lump sum paid within sixty (60) days after the
Participant’s death; provided, however, that such Participant’s Death
Beneficiary shall receive a distribution in the form of Company Stock with
respect to post-August 31, 2002 Matching Contributions that are deemed
invested in such stock as of the Distribution Date.


 


IN WITNESS WHEREOF, and as evidence of the
adoption of this amendment by the Company, the undersigned officer being duly
authorized has signed this amendment to be effective as of the dates specified
herein.


 


	
   

  	
  UNIVERSAL COMPRESSION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


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