exv10w22






Exhibit 10.22




EXTERRAN PARTNERS, L.P.

LONG-TERM INCENTIVE PLAN

THIRD AMENDMENT TO GRANT OF OPTIONS




          THIS THIRD AMENDMENT TO GRANT OF OPTIONS (the “Amendment”) is entered into by and between
Exterran GP LLC (formerly UCO GP LLC), on behalf of Exterran General Partner, L.P. (formerly UCO
General Partner, LP) (the “Company”), and Stephen A. Snider (the “Grantee”).




WITNESSETH:




          WHEREAS, Exterran GP LLC, on behalf of Exterran General Partner, L.P., previously granted to
the Grantee, on December 13, 2006, an option to purchase 85,714 units of Exterran Partners, L.P.
under the Exterran Partners, L.P. Long-Term Incentive Plan, as amended (the “Plan”), with an
exercise price of $25.94 per unit, pursuant to the terms and conditions set forth in a Grant of
Options Award Agreement, as amended (the “Agreement”) and the Plan; and




          WHEREAS, the Company and the Grantee desire to amend the Agreement to make certain changes
with regard to the exercise provisions of the Agreement, as permitted under IRS Notice 2007-86;




          NOW, THEREFORE, effective as of October 28, 2008, the Agreement is hereby amended as follows:




     1. Paragraph 3(d) of the Agreement (“Other Terminations”) is hereby amended to read as
follows:



“Other Terminations. If your employment with the Company is terminated for
any reason other than as provided in paragraphs 3(a), (b) or (c) above, to the
extent the Options are vested on the date of your termination, subject to the
further provisions of this Agreement, you or your guardian or legal
representative (or your estate or the person who acquires the Options by will
or the laws of descent and distribution or otherwise by reason of your death if
you die during such period) may exercise the Options at any time during an
Exercise Month that is during 2009 (and your Options, to the extent not
exercised during 2009 shall terminate and be of no further force and effect as
of the close of business on December 31, 2009).”



     2. The second to the last paragraph of Paragraph 3 of the Agreement is hereby amended to read
as follows:



     “Notwithstanding any of the foregoing, the Options shall not be exercisable in any
event after December 31, 2009.”



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     3. New Paragraph 13 (“Section 409A”) is hereby added to the Agreement to read as follows:



“Section 409A. Nothing in this Agreement shall operate or be construed to
cause the Options to fail to comply with the requirements of Section 409A of
the Internal Revenue Code. The applicable provisions of Section 409A and the
regulations thereunder are hereby incorporated by reference and shall control
over any provision herein in conflict therewith. If you are a ‘specified
employee’ within the meaning of Section 409A as of the date your employment
with the Company terminates prior to January 1, 2009, and your Options vest due
to your termination, then any Options you exercise during the six month period
commencing on your termination date shall not be paid until the second day
following the end of such six month period (or, if earlier, the date of your
death).”



     4. The Agreement shall remain in full force and effect and, as amended by this Amendment, is
hereby ratified and affirmed in all respects.



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          IN WITNESS WHEREOF, the parties have executed this Amendment effective as of October 28, 2008.




	 	 	 	 	 
	 	EXTERRAN GENERAL PARTNER, L.P.

by its general partner Exterran GP LLC

 	 
	 	By:  	 	 
	 	 	Name:  	George Stephen Finley 	 
	 	 	Title:  	Director 	 
	 
	 	GRANTEE

 	 
	 	 	 
	 	Stephen A. Snider 	 
	 	 	 	 
	 




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