exv10w18






Exhibit 10.18




Universal Compression Partners, L.P.

Long-Term Incentive Plan




Amendment to Grant of Options




     THIS AMENDMENT TO GRANT OF OPTIONS (the “Amendment”) is entered into and effective as of
August 15, 2007, by and between UCO GP, LLC, on behalf of UCO General Partner, LP (the “Company”),
and                                                              (the “Grantee”).



W I T N E S S E T H:




     WHEREAS, the Company granted to Grantee Options to purchase all or any part of                                         
Units of Universal Compression Partners, L.P. on the terms and conditions set forth in an Award
Agreement, with a Grant Date of                                                              (“Agreement”), a copy of which is attached
hereto, and in the Universal Compression Partners, L.P. Long-Term Incentive Plan (the “Plan”),
which is incorporated herein by reference as a part of the Agreement; and



     WHEREAS, pursuant to Section 11 of the Agreement, the Company and the Grantee desire to amend
the Agreement to make certain changes with regard to the termination provisions under the
Agreement;



     NOW, THEREFORE, effective as of the day and year first above written, the parties agree to
amend the Agreement as follows:



          1. Paragraphs 3(c) and 3(d) of the Agreement are renumbered as paragraphs 3(d) and 3(e) and
the Agreement is amended to add the following new paragraph 3(c) thereto:





     “(c) Termination Without Cause. If your employment with the Company is
terminated by the Company without Cause (as defined below) prior to the vesting
date, your Options shall continue to vest following your termination date and, upon
the vesting date, be exercisable in accordance with the terms of this Section 3 of
the Agreement, but in no event after December 31, 2009. If your employment with the
Company is terminated by the Company without Cause on or after the vesting date,
your Options may be exercised, subject to the further provisions of this Agreement,
at any time during an Exercise Month that is within the three-month period following
such termination by you or by your guardian or legal representative (or by 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),
but only as to the vested number of Units, if any, that



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you were entitled to purchase hereunder as of the date your employment so
terminates.




     For purposes of this paragraph 3(c), ‘Cause’ means (i) your commission of an
act of fraud, embezzlement or willful breach of a fiduciary duty to the Company or
an Affiliate (including the unauthorized disclosure of or proprietary material
information of the Company or an Affiliate), (ii) your conviction (or a plea of nolo
contendere in lieu thereof) of a felony or a crime involving fraud, dishonesty or
moral turpitude, (iii) your willful failure to follow the written directions of the
Chief Executive Officer of the Company, Company management, or the Company Board, in
the case of executive officers of the Company, when such directions are consistent
with your customary duties and responsibilities and where your refusal has continued
for more than 10 days following written notice; (iv) your willful misconduct as an
employee of the Company or an Affiliate which includes your failure to adhere to the
Company’s Code of Business Conduct and Ethics; (v) your willful failure of a
Participant to render services to the Company or an Affiliate in accordance with
your employment arrangement, which failure amounts to a material neglect of your
duties to the Company or an Affiliate or (vi) your substantial dependence, as
determined by the Committee, on any drug, immediate precursor or other substance
listed on Schedule IV of the Federal Comprehensive Drug Abuse Prevention and Control
Act of 1970, as amended, as determined in the sole discretion of the Committee.”



          2. Paragraph 3(d) of the Agreement (formerly paragraph 3(c) prior to being renumbered in
Paragraph 1 above) is amended to read as follows:





     “(d) 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, the Options, to the extent vested on the date of your termination, may be
exercised, subject to the further provisions of this Agreement, at any time during
an Exercise Month that is within the three-month period following such termination
by you or by your guardian or legal representative (or by 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), but only as to the
vested number of Units, if any, that you were entitled to purchase hereunder as of
the date your employment so terminates.”



          3. The last paragraph of Section 3 of the Agreement is amended to read as follows:





“Except as provided in paragraphs 3(a), (b) and (c) above, all Options that are not
vested on the date of your termination of employment with the Company shall be
automatically cancelled without payment upon such termination.”



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          IN WITNESS WHEREOF, the Company, by its a duly authorized officer, and the Grantee have caused
this Amendment to be executed all as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	UCO General Partner, LP,

by its general partner

UCO GP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By 	 
	 	 
	 

	 	Name: 
	 

Ernie L. Danner
	 	 
	 

	 	Title: 
	 

Executive Vice President
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Grantee	 	 
	 
	 	 	 	 	 	 
	 

	 	By 	 
	 	 
	 

	 	Name: 
	 

	 	 
	 

	 	 	 	 

	 	 






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