Exhibit 10.37


 


UNIVERSAL
COMPRESSION HOLDINGS, INC.

SUMMARY OF COMPENSATION FOR

DIRECTORS AND EXECUTIVE OFFICERS


 


Director Compensation


 


Directors who are
employees receive no separate compensation for Board service. Non-employee
directors will receive the following for their service on the Board:


 


•                  An
annual retainer of $30,000 for serving on the Board.


 


•                  An
annual fee for serving as Chair of a Committee. These fees are as follows:
$10,000 for the Audit Committee Chair; $5,000 for the Compensation Committee
Chair; and $5,000 for Nominating and Corporate Governance Committee Chair.


 


•                  Fees
for meeting attendance of between $500 and $1,000 per Board or Committee
meeting attended, except in the case of a Committee Chair, who will receive
$1,500 per Committee meeting attended.


 


•                  Reimbursement
for reasonable out-of-pocket expenses.


 


Non-employee directors
are also eligible to receive stock option awards under the Universal
Compression Holdings, Inc.’s Incentive Stock Option Plan.


 


Executive Officers


 


The executive officers of
the Company serve at the discretion of the Board of Directors. From time to
time, the Compensation Committee of the Board of Directors reviews and
determines the salaries that are paid to the Company’s executive officers. The
following are the base salaries for the executive officers effective as of July 4,
2005:


 


 


	
  Name

  	
   

  	
  Base Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stephen A. Snider, President and Chief Executive
  Officer

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Ernie L. Danner, Executive Vice President

  	
   

  	
  $

  	
  320,000

  	
   

  
	
  J. Michael Anderson, Sr. Vice President and
  Chief Financial Officer

  	
   

  	
  $

  	
  295,000

  	
   

  
	
  D. Bradley
  Childers, Sr. Vice President, Business Development, General Counsel and
  Secretary

  	
   

  	
  $

  	
  275,000

  	
   

  
	
  Richard Leong, Sr. Vice President, Marketing

  	
   

  	
  $

  	
  230,000

  	
   

  
	
  Kirk E. Townsend, Sr. Vice President

  	
   

  	
  $

  	
  300,000

  	
   

  



 


Executive officers are
also eligible to participate in an Officer’s Incentive Plan, which provides
executive officers with the potential to earn a cash bonus expressed as a
percentage of salary. The Officer’s Incentive Plan for fiscal year 2006 was
approved by the Compensation Committee of the Board of Directors on July 28,
2005.  In December 2005, the Board
of Directors approved a change to the Company’s fiscal year end from March 31
to December 31.  As a result, the
report to which this exhibit is filed covers the nine-month period beginning April 1,
2005 and ending December 31, 2005 (the “Transition Period”).  The Company did not undertake any
compensation reviews with respect to Transition Period performance, as the
Company’s management, in consultation with the Compensation Committee, decided
to maintain the Company’s traditional twelve-month compensation measurement and
performance review period, which will consist of the Transition Period plus the
quarter ending March 31, 2006 (the “Next Review Period”).  This decision was made to maintain the
applicability of the twelve-month based compensation measures established at
the beginning of that twelve-month period. 
The compensation review process for the Next Review Period will likely
take place in mid-2006.  To re-align our
compensation measurement and performance review period with the Company’s
revised fiscal year-end, we expect the compensation measurement and performance
review period following the Next Review Period will be a nine-month period
beginning April 1, 2006 and ending December 31, 2006.  As a result, we expect the compensation
measurement and performance review period and the Company’s fiscal period will
be re-aligned beginning with the year ending December 31, 2007.


 


The executive officers
are also eligible to participate in the following:


 

















 


•                  Universal
Compression Holdings, Inc.’s Incentive Stock Option Plan;


 


•                  Universal
Compression Holdings, Inc.’s Restricted Stock Plan;


 


•                  Universal
Compression, Inc.’s Employees’ Supplemental Savings Plan;


 


•                  Universal
Compression Holdings, Inc.’s Employee Stock Purchase Plan;


 


•                  the
Company’s broad-based benefit programs available to its salaried employees,
including 401(k), health, disability and life insurance programs.