exv10w5






Exhibit 10.5




EXTERRAN HOLDINGS, INC.




AWARD NOTICE

TIME-VESTED STOCK-SETTLED RESTRICTED STOCK UNITS



Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) restricted stock
units under the Amended and Restated Exterran Holdings, Inc. 2007 Stock Incentive Plan (as amended,
the “Plan”). All capitalized terms not explicitly defined in this Award Notice but defined in the
Plan shall have the same meaning ascribed to them in the Plan.



The material terms of your Award are as follows:




     1. Award. You have been granted restricted stock units (the “Award” or “RSUs”) as provided
above.



     2. Grant Date. The grant date of this Award is the Issue Date provided above.



     3. Vesting. Your Award is subject to a vesting schedule. A portion of your Award will
automatically vest on each of the dates indicated in the vesting schedule above (each a “Vesting
Date”). However, except as set forth in Sections 4 and 5 below, you must be employed by the
Company or one of its Affiliates at all times from the Grant Date up to and including the
applicable Vesting Date for that portion of the Award to vest. Contact Exterran’s Stock Plan
Administrator at (281) 836-7000 with any questions concerning the vesting of your Award.



     4. Termination of Employment. If your employment with the Company or an Affiliate terminates
for any reason (other than as a result of death or Disability or as provided in Section 5 below),
the unvested portion of your Award will be automatically forfeited on the date of such event unless
the Compensation Committee directs otherwise. If your employment with the Company terminates as a
result of your death or Disability, the unvested portion of your Award will immediately vest in
full and all restrictions applicable to your Award will cease as of that date.



     5. Corporate Change. In the event a Corporate Change occurs, notwithstanding anything to the
contrary in this Award Notice, this section will govern the vesting of your Award on and after the
date the Corporate Change is consummated.


If a Corporate Change is consummated prior to the final Vesting Date of your Award, then:




     (a) the portion of your Award that would have vested on the Vesting Date immediately following
the date the Corporate Change is consummated will automatically vest as of the date the Corporate
Change is consummated; and



     (b) the remaining unvested portion of your Award, if any, will continue to be subject to the
original vesting schedule and Vesting Dates;


provided, however, that if your employment with the Company or an Affiliate is terminated on or
after the date a Corporate Change is consummated (i) by the Company without Cause, (ii) by you for
Good Reason (as defined below) or (iii) as a result of your death or Disability, then the unvested
portion of your Award as of such termination date will automatically vest in full and all
restrictions applicable to your Award will cease as of the date of your termination of employment.
If your employment is terminated by the Company with Cause or by you without Good Reason on or
after the date the Corporate Change is consummated, then the unvested portion of your Award will be
automatically forfeited on the date of your termination.



For purposes of this Award Notice, unless otherwise provided in a written agreement between the
Company and you, “Good Reason” means the occurrence of any of the following without your express





 









 







written consent:




     (i) A reduction of 10% or more of your base salary;



     (ii) Your being required to be based at any other office or location of employment more than
50 miles from your primary office or location of employment immediately prior to the Corporate
Change; or



     (iii) The willful failure by the Company to pay you your compensation when due;


provided, however, unless otherwise provided in a written agreement between the Company and you,
that Good Reason does not exist with respect to a matter unless you give the Company a notice of
termination due to such matter within 20 days of the date such matter first exists. If you fail to
give a notice of termination timely, you shall be deemed to have waived all rights you may have
under this Award Notice with respect to such matter. The Company will have 30 days from the date
of your notice of termination to cure the matter. If the Company cures the matter, your notice of
termination shall be deemed rescinded. If the Company fails to cure the matter timely, your
employment shall be deemed to have been terminated by the Company for Good Reason at the end of the
30-day cure period.




     6. Payment. Unless the Award vests by reason of your termination due to your death,
Disability or as provided in Section 5 above, as soon as administratively practicable after the
Vesting Date, but in no event later than the 60th day following the Vesting Date, you will receive
payment of your vested RSUs in the form of shares of Common Stock, which will be issued to you in
book entry form. If your Award vests prior to the Vesting Date by reason of your termination of
employment due to your death or Disability or as provided in Section 5 above, then as soon as
administratively practicable after your termination date, but in no event later than the 60th day
following your termination date (which will be the Vesting Date of the Award in case of vesting due
to death, Disability or as provided in Section 5 above, you (or your estate in the event of your
death) will receive payment of your vested RSUs in the form of shares of Common Stock, which will
be issued to you in book entry form.


Except as provided below, this Award is not intended to be subject to Section 409A of the Code
(“Section 409A”) under the short-term deferral exclusion and will be interpreted and operated
consistent with such intent. If due to another written agreement between the Company and you this
Award is subject to Section 409A, then (i) if you are a “specified employee” within the meaning of
Section 409A as of your termination date (which is a “separation from service” under Section 409A)
and your Award is paid due to your termination, then (unless otherwise provided in such agreement)
your Award will not be paid until the earliest of (A) the Vesting Date that it would otherwise be
paid under this Award Notice had your employment not terminated prior to such date, (B) the first
business day that occurs following the expiration of six months after your termination date or (C)
your date of death; and (ii) the acceleration of vesting due to a Corporate Change shall not cause
an impermissible payment event under this Award Notice (i.e., the payment will not be made until or
except upon a Section 409A permissible payment event).




     7. Stockholder Rights. Until such time as the Company issues you payment in the form of
shares of Common Stock following the applicable Vesting Date, you will not have the right to vote
the shares of Common Stock underlying your RSUs, or have the right to any dividends paid with
respect to the shares of Common Stock underlying your RSUs, or enjoy any other stockholder rights.



     8. Non–Transferability. Prior to vesting, you cannot sell, transfer, pledge, exchange or
otherwise dispose of your RSUs except in accordance with the Plan.



     9. No Right to Continued Employment. Nothing in this Award Notice guarantees your continued
employment with the Company or any of its Affiliates or interferes in any way with the right of the
Company or its Affiliates to terminate your employment at any time.



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     10. Data Privacy. You consent to the collection, use, processing and transfer of your
personal data as described in this paragraph. You understand that the Company and/or its
Affiliates hold certain personal information about you (including your name, address and telephone
number, date of birth, social security number, social insurance number, etc.) for the purpose of
administering the Plan (“Data”). You also understand that the Company and/or its Affiliates will
transfer this Data amongst themselves as necessary for the purpose of implementing, administering
and managing your participation in the Plan, and that the Company and/or its Affiliates may also
transfer this Data to any third parties assisting the Company in the implementation, administration
and management of the Plan. You authorize them to receive, possess, use, retain and transfer the
Data, in electronic or other form, for these purposes. You also understand that you may, at any
time, review the Data, require any necessary changes to the Data or withdraw your consent in
writing by contacting the Company. You further understand that withdrawing your consent may affect
your ability to participate in the Plan.



     11. Withholding. If your Award is subject to applicable income, employment and/or social
insurance or social security withholding obligations, the Company and its Affiliates may, in their
sole discretion, withhold a sufficient number of shares of Common Stock that are otherwise issuable
to you pursuant to your Award to satisfy any such withholding obligations. If necessary, the
Company reserves the right to withhold from your regular earnings an amount sufficient to meet the
withholding obligations.



     12. Plan Governs. This Award Notice is subject to the terms of the Plan, a copy of which is
available on the website of Exterran’s current third party stock plan account manager at
www.solium.com or which will be provided to you upon written request addressed to Exterran
Holdings, Inc., Stock Plan Administration, 16666 Northchase Drive, Houston, TX 77060. All the
terms and conditions of the Plan, as may be amended from time to time, and any rules, guidelines
and procedures which may from time to time be established pursuant to the Plan, are hereby
incorporated into this Award Notice. In the event of a discrepancy between this Award Notice and
the Plan, the Plan shall govern.



     13. Participant Acceptance. If you do not accept the Award or the terms of the Award, you
must notify the Company in writing at the address provided above within thirty (30) days of
delivery of this Award Notice. Otherwise, the Company will deem the Award and the terms of the
Award to be accepted by you.



     14. Modifications. The Company may make any change to this Notice that is not adverse to your
rights under this Notice or the Plan.



     15. Exhibit A — Non-Solicitation/Confidentiality Agreement. This Award is subject to the
attached Exhibit A which is incorporated herein as if fully set forth herein.



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EXHIBIT A




Non-Solicitation/Confidentiality Agreement


The greatest assets of Exterran Holdings, Inc. and its affiliates and subsidiaries
(“Exterran”) are its employees, directors, customers, and confidential information. In
recognition of the increased risk of unfairly losing any of these assets to its competitors,
Exterran has adopted this Exhibit A as its policy, which you accept and agree to by accepting
the Award.



In connection with your acceptance of the Award under the Plan, and in exchange for the
consideration provided thereunder, you agree that you will not, during your employment with, or
service to Exterran, and for one year thereafter, directly or indirectly, for any reason, for
your own account or on behalf of or together with any other person, entity or organization (a)
call on or otherwise solicit any natural person who is employed by Exterran in any capacity with
the purpose or intent of attracting that person from the employ of Exterran, or (b) divert or
attempt to divert from Exterran any business relating to the provision of natural gas
compression equipment and service or oil and natural gas production and processing equipment and
related services without, in either case, the prior written consent of Exterran. As further
consideration for the grant of the Award, you agree that you will not at any time, either while
employed by, or in service to Exterran, or at any time thereafter, make any independent use of,
or disclose to any other person (except as authorized by Exterran) any confidential, nonpublic
and/or proprietary information of Exterran, including, without limitation, information derived
from reports, work in progress, codes, marketing and sales programs, customer lists, records of
customer service requirements, cost summaries, pricing formulae, methods of doing business,
ideas, materials or information prepared or performed for, by or on behalf of Exterran.



If any court determines that any provision of this agreement, or any part thereof, is invalid or
unenforceable, the remainder of this agreement shall not be affected and shall be given full
effect, without regard to the invalid portions and the court shall have the power to reduce the
duration or scope of such provision, as the case may be, and, in its reduced form, such
provision shall then be enforceable.



You hereby acknowledge that the Award being granted to you under the Plan is an extraordinary
item of compensation and is not part of, nor in lieu of, your ordinary wages for services you
may render to Exterran.



You understand that this agreement is independent of and does not affect the enforceability of
any other restrictive covenants by which you have agreed to be bound in any other agreement with
Exterran.





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