##### 



Exhibit 10.1
 UNIVERSAL COMPRESSION HOLDINGS, INC.
RETENTION BONUS PLAN
 ESTABLISHMENT AND PURPOSE
  DEFINITIONS
  (a)
    
    Administrator means the Compensation Committee of the Board of Directors of
the Company.(b)
    
    Affiliate means any corporation, partnership, limited liability company or
partnership, association, trust or other organization which, directly or indirectly,
controls, is controlled by, or is under common control with, the Company. For purposes
of the preceding sentence, control (including, with correlative meanings, the terms
controlled by and under common control with), as used with respect to any entity or
organization, shall mean the possession, directly or indirectly, of the power (i) to
vote more than 50% of the securities having ordinary voting power for the election of
directors of the controlled entity or organization, or (ii) to direct or cause the
direction of management and policies of the controlled entity or organization, whether
through the ownership voting securities or by contract or otherwise.(c)
    
    Company means Universal Compression Holdings, Inc., a Delaware corporation.(d)
    
    Cause means (i) the commission by a Participant of an act of fraud,
embezzlement or willful breach of a fiduciary duty to the Company or an Affiliate
(including the unauthorized disclosure of or proprietary material information of the
Company or an Affiliate), (ii) a conviction of a Participant (or a plea of nolo
contendere in lieu thereof) for a felony or a crime involving fraud, dishonesty or
moral turpitude, (iii) willful failure of a Participant to follow the written
directions of the chief executive officer of the Company, Company management, or the
Board of Directors, in the case of executive officers of the Company, when such
directions are consistent with the Participants customary duties and responsibilities
and where such refusal has continued for more than 10 days following written-notice;
(iv) willful misconduct as an employee of the Company or an Affiliate which includes
the Participants failure to adhere to the Companys




---



##### 



Code of Business Conduct and Ethics; (v) willful failure of a Participant to render
services to the Company or an Affiliate in accordance with his employment
arrangement, which failure amounts to a material neglect of his duties to the
Company or an Affiliate or (vi) substantial dependence, as determined by the
Administrator, on any drug, immediate precursor or other substance listed on
Schedule IV of the Federal Comprehensive Drug Abuse Prevention and Control Act of
1970, as amended, as determined in the sole discretion of the Administrator. With
respect to any Participant residing outside of the United States, the Company may
revise the definition of Cause as appropriate to conform to the laws of the
applicable non-U.S. jurisdiction.(e)
    
    Code means the Internal Revenue Code of 1986, as amended.(f)
    
    Disability means any physical or mental condition for which the Participant
would be eligible to receive long-term disability benefits under the Companys
long-term disability plan. With respect to any Participant residing outside of the
United States, the Company may revise the definition of Disability as appropriate to
conform to the laws of the applicable non-U.S. jurisdiction.(g)
    
    Key Date means the date through which a Participant must remain in continuous
employment with the Company or an Affiliate in order to be entitled to all or a portion
of a Retention Bonus, as determined under Section 5.2 and set forth on the
Participants Retention Bonus Award Letter. A Participant may have a single Key Date
or multiple Key Dates, as determined under Section 5.2.(h)
    
    Participant means an employee of the Company or an Affiliate selected by the
Administrator who has been provided a Retention Bonus Award Letter that specifies the
details of the employees participation in the Plan.(i)
    
    Retention Bonus means the amount described in Section 5.1 and specifically
set forth on the Participants Retention Bonus Award Letter.(j)
    
    Retention Bonus Award Letter means the letter provided by the Administrator
to each Participant that sets forth the Retention Bonus and Key Date(s) applicable to
the Retention Bonus, as described in Section 5.1.(k)
    
    Successor shall mean any person, firm, corporation, or business entity which
at any time, whether by merger, purchase, or otherwise, acquires all or substantially
all of the assets, stock or business of the Company.(l)
    
    Waiver and Release shall mean the legal document, in the form attached hereto
as Exhibit Aor such other form as may be prescribed by the Company, in which a
Participant, in exchange for a Retention Bonus under the Plan, among other things,
releases the Company, the Affiliates, and the Successor and all of its affiliates,
their directors, officers, employees and agents, their employee benefit plans, and the
fiduciaries and agents of said plans from liability and damages in any way related to
the Participants employment with or separation from employment with the Company or an
Affiliate.
 2




---



##### 



ADMINISTRATION
 Administration of the Plan
 Authority of the Administrator
 Decision of Administrator Final
 Interested Administrator
 PARTICIPATION
  3




---



##### 



RETENTION BONUS OPPORTUNITY
 Establishment of Retention Bonus Amount
 Establishment of Key Date or Key Dates
 Payment of Retention Bonus
 (a)
    
    if a Participant has a single Key Date, the entire Retention Bonus shall be
paid in a single lump sum within ten (10) days after such Participants Key Date; or(b)
    
    if a Participant has multiple Key Dates, the portion of the Retention Bonus
assigned to a Key Date shall be paid in a single lump sum within ten (10) days after
such Key Date.
  Withholding for Taxes
 4




---



##### 



TERMINATION OF EMPLOYMENT
 Termination Due to Death Disability, or Termination Without Cause
 (a)
    
    in the event the Participant has a single Key Date, the entire Retention Bonus;
or(b)
    
    in the event the Participant has multiple Key Dates, (i) the entire Retention
Bonus, if such termination occurs prior to the Participants first Key Date, or (ii)
the unpaid portion of the Retention Bonus, if such termination occurs after one or more
Key Dates, but prior to the final Key Date.
   Termination For Other Reasons
 5




---



##### 



Employment with Successors
 BENEFICIARY
  RIGHTS OF PARTICIPANTS
 No Employment or Benefit Guaranty
 No Assignment of Rights
 No Funding
 MISCELLANEOUS PROVISIONS
 Amendment and Termination
 6




---



##### 



Headings
 Evidence
 Gender and Number
 Applicable Law
 Severability
 Effective Date
 Successors
 7




---



##### 



Exhibit A
 Waiver And Release
  I understand that signing this Waiver and Release is an important legal act. I acknowledge
that I have been advised in writing to consult an attorney before signing this Waiver and Release.
I understand that, in order to be eligible for the Retention Bonus under the Plan, I must sign and
return (to the Companys Director of Human Resources at Universal Compression Holdings, Inc., 4444
Brittmore Road, Houston, Texas 77041) this Waiver and Release. I acknowledge that I have been
given at least 45 days to consider whether to execute this Waiver and Release.
  8




---



##### 



9




---



##### 



10




---



##### 



Participants Printed Name
    
    Corporate Groups RepresentativeParticipants Signature
    
    Corporate Groups Execution DateParticipants Signature Date
    
    Participants Social Security Number
 11