exv10w2






Exhibit 10.2




FIRST AMENDMENT TO

CHANGE OF CONTROL AGREEMENT




          THIS FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is entered into and
effective as of                     , 2008, by and between Exterran Holdings, Inc., a Delaware
corporation (the “Company”), and                      (“Executive”).




WITNESSETH:




          WHEREAS, the Company and Executive entered into a Change of Control Agreement (the
“Agreement”), dated August 20, 2007, regarding their respective rights and obligations in
connection with a Change of Control (as defined in the Agreement) during the term of the Agreement;
and




          WHEREAS, the Company and Executive desire to amend the Agreement to comply with the applicable
requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the final
Treasury Regulations issued thereunder; and




          WHEREAS, Section 6(f) of the Agreement provides that the Agreement may be amended only by the
written agreement of the Company and Executive;




          NOW, THEREFORE, effective as of the day and year first above written, the parties agree to
amend the Agreement as set forth below:




          1. The first clause of the first sentence in Section 3(a) of the Agreement is hereby amended
to read as follows:





“Following a Qualifying Termination of Employment, the Company shall pay to
Executive, not later than the 60th day following the Date of Termination, an amount,
in a lump sum payment, equal to the sum of:”



          2. The first sentence in Section 3(c) of the Agreement is hereby amended to read as follows:





“All stock options, restricted stock, restricted stock units, or other awards based
in common stock of the Company, and all common units, unit appreciation rights, unit
options and other awards based in common units representing limited partner
interests of the Partnership, and all cash-based incentive awards held by Executive



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and not previously vested shall be 100% vested as of Executive’s Date of Termination
(except with respect to awards denominated in or relating to common units of the
Partnership that, by their terms, continue to vest following a termination of
employment without cause or for good reason); provided, however, that with respect
to an award that is subject to Code Section 409A, such acceleration of vesting under
this Section 3(c) shall not cause an impermissible acceleration of the payment date
of such award under Code Section 409A.”



          3. Section 3(d) of the Agreement is hereby amended to read as follows:





     “(d) Interest. If any payment due under the terms of this Agreement is not
timely made by the Company, its successors or assigns, interest shall accrue on such
payment at the highest maximum legal rate permissible under applicable law from the
date such payment first became due through the date it is paid (with such interest
paid in a single lump sum as of the date the Company makes the late payment).”



          4. Section 3(f) of the Agreement is hereby amended to read as follows:





     “(f) Severance Offset. Any cash severance payments provided under Section 3(a)
shall be offset or reduced by the amount of any cash severance amounts payable to
Executive under any other individual agreement the Company or an affiliate may have
entered into with Executive or any severance plan or program maintained by the
Company or any affiliate for employees in general, but only to the extent such
severance amounts are payable in the same form and in the same calendar year in
which such cash severance payments under this Agreement are to be made.”



          5. Section 3(g)(i) of the Agreement is hereby amended to read as follows:





     “(i) This Agreement is intended to comply with, and shall be interpreted
consistent with the applicable requirements of, Code Section 409A and any ambiguous
provisions will be construed in a manner that is compliant with or exempt from the
application of Code Section 409A. A Qualifying Termination of Employment of
Executive is intended to constitute an involuntary separation from service for
purposes of Code Section 409A. Executive shall have no right to specify the
calendar year during which any payment hereunder shall be made.”



          6. The first sentence in Section 3(g)(iii) of the Agreement is hereby amended and a new second
sentence is added immediately after such first sentence, each to read as follows:





“If Executive is a ‘specified employee’ within the meaning of Code Section 409A as
of the date of his Date of Termination, distributions or benefits that are subject
to Code Section 409A shall be made under this Agreement on the later of (A) the



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date that such distribution or benefit is otherwise to be provided under this
Agreement and (B) the earlier of (x) the first business day that occurs following
the expiration of six months after Executive’s Date of Termination or (y) the date
of Executive’s death. The severance payments under Section 3(a) are [intended to
meet the short-term deferral exclusion from Code Section 409A][deferred compensation
subject to the foregoing provision (except for earned but unpaid amounts or vacation
under Section 3(a)(i)(A) and (C) and Section 3(a)(ii) as of the Date of
Termination)].”



          7. The last sentence in Section 4(a) of the Agreement is hereby amended to delete the “.” and
add the following phrase to the end thereof:





“; provided, however, that such reduction shall be made solely from the cash
severance amounts described in Section 3(a)(iii).”



          8. Section 4 of the Agreement is hereby amended to add the following new subsection (f) to
read as follows:





     “(f) Notwithstanding anything in this Section 4 to the contrary, unless an
earlier payment date is specified above, the Company shall, in accordance with
Treasury Regulation Section 1.409A-3(i)(1)(v), pay Executive (or pay on Executive’s
behalf) all amounts to which Executive is entitled under this Section 4 no later
than the end of Executive’s taxable year next following Executive’s taxable year in
which Executive remits the Excise Tax, Income Tax Payment or tax (as applicable) to
the IRS (or in the case of costs and expenses payable under this Section, no later
than the end of Executive’s taxable year next following Executive’s taxable year in
which the taxes that are the subject of the audit or litigation are remitted to the
IRS, or where as a result of such audit or litigation no taxes are remitted, the end
of Executive’s taxable year next following Executive’s taxable year in which the
audit is completed or there is a final and nonappealable settlement or other
resolution of the litigation); provided, however, that if Executive is a ‘specified
employee’ within the meaning of Code Section 409A of the date of his Date of
Termination, then no payments shall be made under this Section 4 prior to the first
business day that occurs following the expiration of six months after Executive’s
Date of Termination.”



          9. The fourth sentence in Section 6(b) of the Agreement is hereby deleted.




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          10. The second sentence in the first paragraph of Section 6(k) of the Agreement is hereby
amended to read as follows:





“The Company shall reimburse Executive, not later than December 31st of the calendar
year incurred (or, if later, the last day of the month following the month
incurred), for all legal fees and expenses incurred by Executive in connection with
any dispute arising under this Agreement on or after the Effective Date, including,
without limitation, the fees and expenses of the arbitrator, unless the arbitrator
finds Executive brought such claim in bad faith, in which event each party shall pay
its own costs and expenses and Executive shall repay to the Company any fees and
expenses previously paid on Executive’s behalf by the Company.”



          11. The second paragraph of Section 6(k) of the Agreement is hereby amended to add the
following sentence to the end thereof:





“This Section 6(k) shall be administered in accordance with the disputed payment
provisions of Treasury Regulation Section 1.409A-3(g).”



          12. [The definition of “Good Reason” in Annex I to the Agreement is hereby amended to read as
follows:





	 	 	“12. Good Reason. ‘Good Reason’ shall mean the occurrence of any of the
following without Executive’s express written consent:






	 	(a)	 	A permanent change in Executive’s duties or
responsibilities which are materially inconsistent with either the type
of duties and responsibilities of Executive then in effect or with
Executive’s title, but excluding any such change that is in conjunction
with and consistent with a promotion of Executive;
	 
	 	(b)	 	A material reduction in Executive’s Base Salary;
	 
	 	(c)	 	A material reduction in Executive’s annual Target Bonus
percentage of Base Salary as in effect immediately prior to the Change
of Control;
	 
	 	(d)	 	A material reduction in Executive’s employee benefits
(without regard to bonus compensation, if any) if such reduction
results in Executive receiving benefits which are, in the aggregate,
materially less than the benefits received by other comparable
employees of the Company generally;
	 
	 	(d)	 	Executive’s being required to be based at any other
office or location of employment more than 50 miles from Executive’s




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	 	 	 	primary office or location of employment immediately prior to the
Change of Control; or






	 	(e)	 	Any material breach of the terms of this Agreement by
the Company.






However, Good Reason shall not exist with respect to a matter unless
Executive gives the Company a Notice of Termination specifying such
condition which constitutes Good Reason within 90 days of the occurrence of
such condition. If Executive fails to give such Notice of Termination
timely, Executive shall be deemed to have waived all rights Executive may
have under this Agreement with respect to such matter. The Company shall
have 30 days from such Notice of Termination to cure the matter. If the
Company cures the matter, such Notice of Termination shall be deemed
rescinded. If the Company fails to cure the matter timely, Executive shall
be deemed to have terminated employment at the end of such 30-day period.]”



          IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to the
authorization from the Compensation Committee of its Board of Directors, the Company has caused
these presents to be executed in its name and on its behalf, all as of the day and year first above
written.




	 	 	 	 	 
	 	

EXECUTIVE

 	 
	 	 	 
	 	Date: 	 	 
	 



	 	 	 	 	 
	 	EXTERRAN HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	Date: 	 	 




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