EXHIBIT 10.1**UNIVERSAL COMPRESSION HOLDINGS, INC. RESTRICTED STOCK PLAN****RESTRICTED STOCK AGREEMENT**      Grantee: (FName  ) (LName  )   Total Shares Subject toRestricted Stock Award: (RS)   Date of Award: June 12, 2007   Vesting Commencement Date: June 12, 2007   Expiration of theRestriction Period: June 12, 2010     1. Issuance of Stock. The Company hereby agrees to issue to the grantee named above(the “Grantee”), the shares of Common Stock set forth above as the Total Shares subject tothe Restricted Stock Award (the “Shares”), in accordance with this Restricted StockAgreement (the “Agreement”) and subject to the terms and conditions of the UniversalCompression Holdings, Inc. Restricted Stock Plan (the “Plan”), which are incorporatedherein by reference. Unless otherwise defined herein, capitalized terms used herein shall have themeanings ascribed to them in the Plan.     2. Forfeiture; Company’s Cancellation Right. Upon any termination of the Grantee’sContinuous Service before all of the Shares are released from the Forfeiture Restrictions describedin Section 3 of this Agreement, the Company shall have the right (the “CancellationRight”), exercisable at any time during the ninety (90) day period (the “CancellationPeriod”) following the date of termination of the Grantee’s Continuous Service (the“Termination Date”), to cancel, without any additional consideration, all or any portion ofthe Shares in which the Grantee is not, as of the Termination Date, vested in accordance with theprovisions of Section 3 of this Agreement (the “Unvested Shares”). The Cancellation Rightshall be exercisable by written notice delivered to the Grantee and any recipient of a PermittedTransfer (as defined in Section 3 of this Agreement) of Unvested Shares prior to the expiration ofthe Cancellation Period. The notice shall indicate the number of Unvested Shares to be cancelled.The cancellation shall be effective immediately after giving of notice in accordance with the termsof this Agreement without any further action on the part of the Grantee. The certificatesrepresenting the shares so cancelled shall be promptly delivered to Company, but failure to deliversuch certificates shall not affect the effectiveness of such cancellation. The Cancellation Rightshall terminate with respect to any Unvested Shares for which it is not exercised during theCancellation Period. In addition, the Cancellation Right shall terminate and cease to beexercisable by the Company with respect to any and all Shares which are released from theForfeiture Restrictions described in Section 3 of this Agreement.
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     3. Forfeiture Restrictions; Vesting.     (a) The Grantee may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose ofany of the Unvested Shares, or any right or interest therein, before the Expiration of theRestriction Period set forth on the first page of this Agreement or any other lapse of theForfeiture Restrictions under this Agreement, except only with respect to (i) a gratuitous transferwith the prior written consent of the Company or (ii) a transfer of title effected pursuant toGrantee’s will or the laws of intestate succession following Grantee’s death (in either such case,a “Permitted Transfer”).     (b) The Shares shall vest and the Forfeiture Restrictions with respect to such Shares shalllapse on each anniversary of the Vesting Commencement Date as set forth on the first page of thisAgreement, if at each such anniversary of the Vesting Commencement Date the Grantee’s ContinuousService has not terminated, as follows: (i) thirty-three and one-third percent (33 1/3%) ofthe Shares shall vest on the first anniversary of the VestingCommencement Date;  (ii) an additional thirty-three and one-thirdpercent (33 1/3%) of the Shares shall vest on the secondanniversary of the Vesting Commencement Date; and  (iii) the remaining Shares shall vest on the thirdanniversary of the Vesting Commencement Date.If an installment of the release of shares from the Forfeiture Restrictions covers a fractionalShare, such installment will be rounded to the next higher Share, except the final installment,which will be for the balance of the Shares.     (c) The Forfeiture Restrictions may lapse, and the Unvested Shares may become vested andreleased from the Cancellation Right, earlier than the times stated above in accordance with theprovisions of Section 4(c) of the Plan.     4. Federal Restrictions on Transfer. The Grantee understands that, regarding any ofthe Shares that may become transferable because of the lapse of Forfeiture Restrictions, theCompany is under no obligation to register any resale of the Shares and that an exemption may notbe available or may not permit the Grantee to resell or transfer any of the Shares in the amountsor at the times proposed by the Grantee. The Grantee hereby acknowledges that the Grantee isprepared to hold the Shares for an indefinite period and that the Grantee is aware of therequirements of Rule 144 and other exemptions from the registration requirements of the SecuritiesAct. Subject to the other provisions of this Agreement, if the Shares have not been registeredunder the Securities Act, the Grantee shall make no disposition of the Shares (other than aPermitted Transfer) unless and until there is compliance with all of the following requirements:     (a) The Grantee shall have furnished the Company with a written summary of the terms andconditions of the proposed disposition.
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     (b) The Grantee shall have complied with all requirements of this Agreement applicable to thedisposition of the Shares.     (c) The Grantee shall have provided the Company with written assurances, in form and substancesatisfactory to the Company, that (i) the proposed disposition does not require registration of theShares under the Securities Act or (ii) all appropriate action necessary for compliance with theregistration requirements of the Securities Act or any exemption from registration available underthe Securities Act (including Rule 144) has been taken.     5. Stockholder Rights. Until such time as the Company exercise its CancellationRight, the Grantee shall have all the rights of a stockholder with respect to the Unvested Shares,including without limitation, the right to vote the Unvested Shares and the right to receive anycash dividends declared thereon, subject however, to the restrictions contained in this Agreementand the provisions of Section 4(b) of the Plan relating to the dissolution or liquidation of theCompany.     6. Capital Adjustments and Corporate Events. If, from time to time during the term ofthe Restriction Period, there is (i) any capital adjustment affecting the outstanding Common Stockas a class without the Company’s receipt of consideration, the Unvested Shares shall be adjusted inaccordance with the provisions of Section 4(a) of the Plan or (ii) a Change in Control, theUnvested Shares shall be subject to the provisions of Section 4(c) of the Plan. Any and all new,substituted or additional securities to which the Grantee may be entitled by reason of theGrantee’s ownership of the Unvested Shares hereunder because of a capital adjustment shall beimmediately subject to the Company’s Cancellation Right and included thereafter as “UnvestedShares” for purposes of this Agreement. The foregoing to the contrary notwithstanding, theconsummation of the merger of the Company and Hanover Compressor Company, pursuant to the Agreementand Plan of Merger among Hanover Compressor Company, the Company, Iliad Holdings, Inc., Hector Sub,Inc. and Ulysses Sub, Inc., dated as of February 5, 2007, as amended, shall not constitute, qualifyas or otherwise result in a Change in Control event with respect to the Shares granted under thisAgreement.     7. Refusal to Transfer. The Company shall not be required (i) to transfer on itsbooks any Shares that have been sold or otherwise transferred in violation of any of the provisionsof this Agreement or the Plan, or (ii) to treat as owner of such Shares, or accord the right tovote or pay or deliver dividends or other distributions to, any purchaser or other transferee towhom or which such Shares shall have been so transferred.     8. Legends.     (a) If the Shares have not been registered under the Securities Act, the stock certificatesfor all of the Shares shall be endorsed with the following restrictive legend:THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THEABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT,(B) A ‘NO ACTION’ LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TOSUCH SALE OR OFFEROR (C) SATISFACTORY ASSURANCES TO THE ISSUER THAT REGISTRATION UNDER SUCH ACT IS NOTREQUIRED WITH RESPECT TO SUCH SALE OR OFFER.
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     (b) In addition to the legend referenced to above, the certificate or certificates evidencingthe Unvested Shares, if any, issued hereunder shall be endorsed with the following legend:THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN CANCELLATIONRIGHTS GRANTED TO THE ISSUER AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF THATCERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OFTHESE SHARES. A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE ISSUER’S PRINCIPALCORPORATE OFFICES.     9. Tax Consequences. The Grantee has reviewed with the Grantee’s own tax advisors thefederal, state, and local tax consequences of this investment and the transactions contemplated bythis Agreement. The Grantee is relying solely on such advisors and not on any statements orrepresentations of the Company or any of its agents. The Grantee understands that the Grantee (andnot the Company) shall be responsible for the Grantee’s own tax liability that may arise as aresult of the transactions contemplated by this Agreement. The Grantee understands that Section 83of the Code taxes as ordinary income the difference between the purchase price, if any, for theShares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse.In this context, “restriction” includes the Forfeiture Restrictions and the right of the Company torepurchase the Unvested Shares pursuant to the Forfeiture Repurchase Option. The Granteeunderstands that the Grantee may elect to be taxed at the time the Shares are awarded rather thanwhen and as the restrictions lapse by filing an election under Section 83(b) of the Code with theInternal Revenue Service within 30 days from the Date of Award. THE GRANTEE ACKNOWLEDGES THAT ITIS THE GRANTEE’S SOLE RESPONSIBILITY (AND NOT THE COMPANY’S) TO FILE TIMELY THE ELECTION UNDERSECTION 83(B), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILINGON THE GRANTEE’S BEHALF.     10. Withholding of Taxes. At the time and to the extent vested Shares becomecompensation income to the Grantee for federal or state income tax purposes, the Grantee eithershall deliver to the Company such amount of money as required to meet the Company’s minimumobligation under applicable tax laws or regulations, or, in lieu of cash, the Grantee, in his solediscretion, may elect to surrender, or direct the Company to withhold from the vested Shares,shares of Common Stock (valued at their Fair Market Value on the date of surrender or withholdingof such shares) in such number as necessary to satisfy either (i) the Company’s minimum taxwithholding obligations or (ii) the Grantee’s tax obligation as anticipated by the Grantee, byreason of such compensation income, whichever the Grantee elects.     11. Entire Agreement; Governing Law. The Plan and this Agreement constitute theentire agreement of the Company and the Grantee (collectively, the “Parties”) with respect to thesubject matter hereof and supersede in their entirety all prior undertakings and agreements of the
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Parties with respect to the subject matter hereof, and may not be modified adversely to theGrantee’s interest except by means of a writing signed by the Parties. Nothing in the Plan andthis Agreement (except as expressly provided therein or herein) is intended to confer any rights orremedies on any person other than the Parties. The Plan and this Agreement are to be construed inaccordance with and governed by the internal laws of the State of Texas, without giving effect toany choice-of-law rule that would cause the application of the laws of any jurisdiction other thanthe internal laws of the State of Texas to the rights and duties of the Parties. Should anyprovision of the Plan or this Agreement relating to the Shares be determined by a court of law tobe illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by lawand the other provisions shall nevertheless remain effective and shall remain enforceable.     12. Interpretive Matters. Whenever required by the context, pronouns and anyvariation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singularshall include the plural, and vice versa. The term “include” or “including” does not denote orimply any limitation. The term “business day” means any Monday through Friday other than such aday on which banks are authorized to be closed in the State of Texas. The captions and headingsused in this Agreement are inserted for convenience and shall not be deemed a part of theRestricted Stock Award or this Agreement for construction or interpretation.     13. Dispute Resolution. The provisions of this Section 13 shall be the exclusivemeans of resolving disputes of the Parties (including any other persons claiming any rights orhaving any obligations through the Company or the Grantee) arising out of or relating to the Planand this Agreement. The Parties shall attempt in good faith to resolve any disputes arising out ofor relating to the Plan and this Agreement by negotiation between individuals who have authority tosettle the controversy. Negotiations shall be commenced by either Party by a written statement ofthe Party’s position and the name and title of the individual who will represent the Party. Withinthirty (30) days of the written notification, the Parties shall meet at a mutually acceptable timeand place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. Ifthe dispute has not been resolved by negotiation, the Parties agree that any suit, action, orproceeding arising out of or relating to the Plan or this Agreement shall be brought in the UnitedStates District Court for the Southern District of Texas (or should such court lack jurisdiction tohear such action, suit or proceeding, in a Texas state court in Harris County, Texas) and that theParties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to thefullest extent permitted by law, any objection a Party may have to the laying of venue for any suchsuit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEYHAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or moreprovisions of this Section 13 shall for any reason be held invalid or unenforceable, it is thespecific intent of the Parties that such provisions shall be modified to the minimum extentnecessary to make it or its application valid and enforceable.     14. Notice. Any notice or other communication required or permitted hereunder shallbe given in writing and shall be deemed given, effective, and received upon prepaid delivery inperson or by courier or upon the earlier of delivery or the third business day after deposit in theUnited States mail if sent by certified mail, with postage and fees prepaid, addressed to the otherParty at its address as shown beneath its signature in this Agreement, or to such other address as
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such Party may designate in writing from time to time by notice to the other Party inaccordance with this Section 14.            **UNIVERSAL COMPRESSION HOLDINGS, INC.**       By:           Stephen A. Snider  Title: President & Chief Executive Officer  Address: 4444 Brittmoore Road    Houston, Texas 77041    U.S.A.THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE FORFEITURE RESTRICTIONS AND THE COMPANY’S CANCELLATIONRIGHT WITH RESPECT TO THE SHARES SUBJECT TO THE RESTRICTED STOCK AWARD SHALL LAPSE, IF AT ALL, ONLYDURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED OR BEINGGRANTED THE RESTRICTED STOCK AWARD). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING INTHIS AGREEMENT OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS ORCONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THEGRANTEE’S RIGHT OR THE RIGHT OF THE GRANTEE’S EMPLOYER TO TERMINATE THE GRANTEE’S CONTINUOUSSERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESSTHE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY OR AN AFFILIATE TO THE COMPANY THATPROVIDES OTHERWISE, THE GRANTEE’S STATUS IS AT-WILL. The Grantee acknowledges receipt of a copy ofthe Plan, represents that he or she is familiar with the terms and provisions thereof, and herebyaccepts the Restricted Stock Award subject to all of the terms and provisions hereof and thereof.The Grantee has reviewed this Agreement and the Plan in their entirety, has had an opportunity toobtain the advice of counsel prior to executing this Agreement, and fully understands allprovisions of this Agreement and the Plan. The Grantee hereby agrees that all disputes arising outof or relating to this Agreement and the Plan shall be resolved in accordance with Section 13 ofthis Agreement. The Grantee further agrees to notify the Company upon any change in the addressfor notice indicated in this Agreement.              DATED:   SIGNED:               Grantee: (FName  )  (LName  )           Address:                                                                        
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