Exhibit 10.2**INCENTIVE STOCK OPTION AGREEMENT**     THIS STOCK OPTION AGREEMENT, effective as of **June 12, 2007**(the “Grant Date”), by andbetween UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (“Holdings”), and **«FName_»«LName_»**(the “Employee”), who is an Employee of Universal Compression, Inc. (“Universal”), awholly-owned subsidiary of Holdings. All capitalized terms not otherwise defined in this Agreementshall have the respective meaning of such terms as defined in the Universal Compression Holdings,Inc. Incentive Stock Option Plan, as amended (the “Plan”).     WHEREAS, Holdings has agreed to grant to the Employee an option to purchase Holdings CommonStock, $.01 par value per share, (the “Common Stock”) pursuant to the terms and conditions of thisAgreement in consideration for services to Universal.     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for othergood and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agreeas follows:     1. GRANT OF OPTION. Holdings grants to the Employee an option (the “Option”) topurchase **«ISO»**shares of Common Stock at an Exercise Price per share equal to **$___.**The Optionshall expire on the tenth anniversary of the Grant Date, unless sooner terminated under theprovisions hereof. This Option is granted under the Plan, a copy of which is a part of theProspectus dated March 10, 2005 and attached hereto as Exhibit “A” and is incorporated herein byreference, and is intended to constitute an Incentive Stock Option under Section 422 of theInternal Revenue Code of 1986, as amended (the “Code”); provided, however, that to the extent theOption exceeds the limit under Section 422(d) of the Code, the excess of the Option shall betreated as a nonqualified stock option subject to Section 83 of the Code.     2. OPTION TERMS AND CONDITIONS.     (a) Exercise of Option. The Option shall become exercisable in accordance with thefollowing schedule:   Anniversary of Grant Date Aggregate Amount Exercisable   June 12, 2008 33 1/3%June 12, 2009 66 2/3%June 12, 2010 100%provided, however, the Option shall become immediately exercisable upon (i) the acquisition byany Person of fifty-one percent (51%) or more of the Common Stock of Holdings, other than suchacquisition resulting from the consummation of the merger of the Company and Hanover CompressorCompany, pursuant to the Agreement and Plan of Merger among Hanover Compressor Company, theCompany, Iliad Holdings, Inc., Hector Sub, Inc. and Ulysses Sub, Inc., dated as of February 5,2007, as amended, or (ii) a sale of all or substantially all of the assets of Holdings.
 

 
     (b) Termination of Employment.          (i) Termination due to Death, Disability or Retirement. In the event the Employee’semployment with Universal terminates on account of death, Disability (as defined in the Plan) orretirement after age 65, the Option shall terminate as of the date of Employee’s termination ofemployment, except for the portion of the Option which is exercisable as of the date of terminationof employment, which shall terminate three months following the date of Employee’s death,Disability or retirement after age 65.          (ii) Termination of Employment Without Cause. In the event Universal terminatesEmployee’s employment without Cause (as defined in the Plan), the Option shall terminate as of thedate of Employee’s termination of employment, except for the portion of the Option which isexercisable as of the date of termination of employment, which shall terminate 30 days followingthe date of such termination of employment.          (iii) Termination of Employment for Cause or Voluntary Resignation. In the event theEmployee’s employment with Universal shall terminate for Cause (as defined in the Plan), or theEmployee voluntarily resigns his or her employment with Universal, the Option, whether or notexercisable as of the date of termination of employment, shall terminate in its entirety on thedate of termination.     3. NON-TRANSFERABILITY. No Option granted hereby and no right arising thereundershall be transferable other than by will or by the laws of descent and distribution. During thelifetime of the Employee, the Option shall be exercisable only by the Employee. If the Option isexercisable at the date of the Employee’s death and is transferred by will or by the laws ofdescent and distribution, the Option shall be exercisable in accordance with the terms of suchOption by the executor or administrator, as the case may be, of the Employee’s estate for a periodof three (3) months after the date of the Employee’s death and shall then terminate.     4. MODE OF EXERCISE. The Option shall be exercised by giving to Holdings writtennotice stating (a) the number of shares with respect to which the Option is being exercised, (b)the aggregate Exercise Price for such shares, and (c) the method of payment. At the option of theEmployee, such aggregate Exercise Price may be paid: (i) in cash; (ii) with the consent of theBoard, which consent may be given or withheld in its sole discretion, by delivery of a promissorynote to Holdings payable over a three (3) year period and bearing interest at the prime rate; (iii)with the consent of the Administrator of the Plan, which consent may be given or withheld in itssole discretion, by delivery of shares of Common Stock owned by the Employee having a Fair MarketValue (as determined by Section 5 below) equal in amount to the aggregate Exercise Price of theOption being exercised; (iv) by any combination of (i), (ii) and (iii); or (v) with the consent ofthe Administrator of the Plan, which consent may be given or withheld in its sole discretion, bycancellation of a portion of the Option as determined by the Administrator of the Plan.     5. FAIR MARKET VALUE OF COMMON STOCK. The “Fair Market Value” of the Common Stock onany day shall be determined by the Board as follows: (i) if the Common Stock is listed on anational securities exchange or quoted through the NASDAQ National Market System, the Fair MarketValue on any day shall be the average of the high and low reported Consolidated Trading salesprices, or if no such sale is made on such day, the average of
2 of 5

 
the closing bid and asked pricesreported on the Consolidated Trading listing for such day; (ii)if the Common Stock is quoted on the NASDAQ inter-dealer quotation system, the Fair MarketValue on any day shall be the average of the representative bid and asked prices at the close ofbusiness for such day; (iii) if the Common Stock is not listed on a national stock exchange orquoted on NASDAQ, the Fair Market Value on any day shall be the average of the high bid and lowasked prices reported by the National Quotation Bureau, Inc. for such day; or (iv) if none ofclauses (i) — (iii) are applicable, the Fair Market Value as may be determined by the Board or theAdministrator of the Plan, there being no obligation to make such determination.     6. OPTION SUBJECT TO SECURITIES AND OTHER REGULATIONS. The Option granted hereunderand the obligation of Holdings to sell and deliver shares under such Option shall be subject to allapplicable federal and state laws, rules and regulations and to such approvals by any government orregulatory agency as may be required. Holdings, in its discretion, may postpone the issuance ordelivery of shares upon any exercise of the Option until completion of any stock exchange listing,or other qualification of such shares under any state or federal law, rule or regulation asHoldings may consider appropriate, and may require the Employee, his or her beneficiary or his orher legal representative to make such representations and furnish such information as it mayconsider appropriate in connection with the issuance or delivery of the shares in compliance withapplicable laws, rules and regulations.     Upon demand by the Board, the Employee (or any person acting under Section 3 above) shalldeliver to the Board at the time of exercise of the Option a written representation that the sharesto be acquired upon the exercise of the Option are being acquired for his or her own account andnot with a view to, or for resale in connection with, any distribution in violation of federal orstate securities laws. Upon such demand, delivery of such representation prior to the delivery ofany shares issued upon exercise of the Option shall be a condition precedent to the right of theEmployee or such other person to purchase any shares.     7. NO RIGHTS AS STOCKHOLDER PRIOR TO EXERCISE OF OPTION. The Participant shall nothave any rights as a stockholder with respect to any shares subject to the Option prior to the dateon which the Employee is recorded as the holder of such shares on the records of Holdings.     8. NO RIGHTS WITH RESPECT TO CONTINUANCE OF EMPLOYMENT. Neither the grant of theOption nor any action taken with respect thereto shall be construed as giving the Employee theright to be retained in the employ of Universal or any subsidiary or affiliate, nor shall itinterfere in any way with the right of Universal or any such subsidiary or affiliate to terminateany Employee’s employment at any time for any reason, or for no reason at all.     9. TAXES. Holdings may make such provisions and take such steps as it may deemnecessary or appropriate for the withholding of all Federal, state, local and other taxes requiredby law to be withheld with respect to the Option including, but not limited to: (i) reducing thenumber of shares of Common Stock otherwise deliverable, based upon their Fair Market Value on thedate of exercise, to permit deduction of the amount of any such withholding taxes from the amountotherwise payable under this Agreement; (ii) deducting the amount of any such withholding taxesfrom any other amount then or thereafter payable to the Employee; or (iii) requiring the Employee,his or her beneficiary or his or her legal representative to pay to Holdings the amount required tobe
3 of 5

 
withheld or to execute such documents as Holdings deems necessary or desirable to enable it tosatisfy its withholding obligations as a condition of releasing the Common Stock.     10. GOVERNING LAW. This Agreement shall be governed and construed in accordance withthe laws of the State of Delaware applicable to contract made and to be performed entirely withinsuch state.     11. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which shall constitute one and the same instrument,and it shall not be necessary in making proof of this Agreement to produce or account for more thanone such counterpart.     12. NOTICES. Any notice or other communication required or which may be givenhereunder shall be in writing and shall be delivered personally, telecopied with confirmed receipt,sent by certified, registered, or express mail, postage prepaid, or sent by a national next-daydelivery service to the parties at the following addresses or at such other addresses as shall bespecified by the parties by like notice, and shall be deemed given when so delivered personally ortelecopied, or if mailed, 2 days after the date of mailing, or, if by national next-day deliveryservice, on the day after delivery to such service as follows: (i) if to Holdings, at:    Universal Compression Holdings, Inc.4444 Brittmoore RoadHouston, Texas 77041-8004Attention: J. Michael Anderson,                 Senior Vice President and Chief Financial OfficerTelecopier Number: 713-466-6720    with a copy to:    Universal Compression, Inc.4444 Brittmoore RoadHouston, Texas 77041-8004Attention: Donald Wayne,                 Vice President and General CounselTelecopier Number: 713-466-6720  (ii) if to Employee, to him or her at:    Universal Compression, Inc.4444 Brittmoore RoadHouston, Texas 77041-8004     13. HEADINGS. The headings in this Agreement are for convenience of reference onlyand shall not in any manner define or limit the scope or intent of any provisions of thisAgreement.
4 of 5

 
     14. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement,or any part thereof, is held by a court of competent jurisdiction or any foreign federal, state,county or local government or any other governmental, regulatory or administrative agency orauthority to be invalid, void, unenforceable or against public policy for any reason, the remainderof the terms, provisions, covenants and restrictions of this Agreement shall remain in full forceand effect and shall in no way be affected, impaired or invalidated.     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executedthis Agreement effective as of the Grant Date above mentioned.              **Signature**        **Printed Name**        **Social Security Number**        **UNIVERSAL COMPRESSION HOLDINGS, INC.**        Stephen A. Snider  President and Chief Executive Officer
5 of 5