EXHIBIT 10.2**Confidential Correspondence**March 19, 2007First lastDear first:As you know, Hanover Compressor Company (our “Company” or “Hanover”) has signed a mergeragreement with Universal Compression Holdings, Inc. Under the terms of the merger agreement,both companies will be combined in a merger of equals to create a new company. While the mergeris still subject to regulatory and shareholder approval, we remain optimistic that theseapprovals will be granted and the merger will close some time in the third quarter of 2007.We recognize that the next few months will create uncertainty for you regarding your futureemployment. However, as a key employee, your participation in Hanover’s continuing operationsduring this process as well as your contributions to the process itself will be critical toenable Hanover to successfully consummate the merger. To encourage you to stay employed withthe Company during this period and to motivate you to use your best efforts while we moveforward with the merger, we are offering you the opportunity to earn a “Retention Bonus” equalto $******. To earn the Retention Bonus, you must satisfy the terms and conditions set forthin this Retention Bonus Award Letter and the Hanover Compressor Company Retention Bonus Plan(the “Retention Plan”) enclosed with this letter and continue to be employed by the Company orits successor on your Key Date. If you do so, the Retention Bonus shall be paid to you in asingle lump sum within 10 days of your Key Date. For these purposes, your “Key Date” will beMarch 31, 2008. If you terminate employment with the Company or its successor prior to the KeyDate, you will forfeit your right to receive the Retention Bonus. However, if the reason forsuch termination is: death, Disability, or involuntary termination by the Company (or itssuccessor) for reasons other than “Cause”, as these terms are defined in the Retention Plan,then you will be entitled to an accelerated payment of your Retention Bonus within 10 days ofsuch event.**You agree to treat both the terms of this Retention Bonus Award Letter and your receipt of aRetention Bonus Award Letter as confidential, and further agree to not discuss with peers,supervisors or other Hanover employees.**If you have any questions concerning your RetentionBonus Award Letter or the Retention Plan, please direct those questions to Steve Muck, VicePresident Global Human Resources and HSE.
 

 
The Company shall have the exclusive authority to interpret, in its sole discretion, allprovisions of this Retention Bonus Award Letter, including, without limitation, the authorityto: (i) interpret the meaning of any and all terms (defined or otherwise) contained or referredto in this letter and the Retention Plan; and (ii) take any and all such other actions it deemsnecessary or advisable for the proper operation and/or administration of the subject matterdescribed in this letter. Any payments to you shall be subject to applicable federal, state,and local tax withholdings, and in the case of expatriate employees, any withholding requiredunder the Company’s expatriate program, or such other withholdings as you agree to.Capitalized terms used but not defined in this Retention Bonus Award Letter have the meaningsset forth in the Retention Plan.The letter is not a contract of employment or an agreement of employment for a definite term.Except where otherwise required under applicable law, your employment remains an employmentterminable at will by either party at any time and for any reason or no reason. This lettermay not be amended or modified except through a written amendment signed by the Company (or itssuccessor) and you.This letter is governed by and subject to the terms of the Retention Plan. In the event of adiscrepancy between the terms of this letter and the Retention Plan, the Retention Plandocument shall govern.If you understand and agree to the above, please sign below and return to Steve Muck, VicePresident — Global Human Resources and HSE, by the end of the business day on March 30, 2007.I look forward to working with you during this exciting time. If you have any questions,please call me.      Sincerely,           Steve Muck       Vice President Global Human Resources and HSE      ACCEPTED and AGREED:                                                                             Date:                                             Enclosure — Retention Plan
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