exv10w69






Exhibit 10.69




EXTERRAN HOLDINGS, INC.




AWARD NOTICE

TIME-VESTED CASH-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.



     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 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, for each vested
RSU, you will receive a lump sum cash payment equal to the Fair Market Value of a share of Common
Stock on the applicable Vesting Date. 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, for each vested RSU,
you (or your estate in the event of your death) will receive a lump sum cash payment equal to the
Fair Market Value of a share of Common Stock on the Vesting Date.


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. No Stockholder Rights. You will not have the right to vote the shares of Common Stock
underlying your RSUs at any time, nor 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.



     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



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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 amount from the amount that is otherwise payable 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 at no charge through your Solium account or which will be provided to you upon request as
indicated in Section 15. 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. Modifications. The Company may make any change to this Notice that is not adverse to your
rights under this Notice or the Plan.



     14. Non-Solicitation/Confidentiality Agreement. The greatest assets of the Company and its
Affiliates (“Exterran” in this Section 14) are its employees, directors, customers, and
confidential information. In recognition of the increased risk of unfairly losing any of these
assets, Exterran has adopted this Non-Solicitation/Confidentiality Agreement as set forth in this
Section 14, the terms of which you accept and agree to by accepting the Award.




     a In order to assist you with your employment-related duties, Exterran has provided and
shall continue to provide you with access to confidential and proprietary operational
information and other confidential information which is either information not known by
actual or potential competitors and third parties or is proprietary information of Exterran
(“Confidential Information”). Such Confidential Information shall include, without
limitation, information regarding Exterran’s customers and suppliers, employees, business
operations, product lines, services, pricing and pricing formulae, machines and inventions,
research, knowhow, manufacturing and fabrication techniques, engineering and product design
specifications, financial information, business plans and strategies, information derived
from reports and computer systems, work in progress, marketing and sales programs and
strategies, cost data, methods of doing business, ideas, materials or information prepared
or performed for, by or on behalf of Exterran. You agree, during your employment and at all
times thereafter, not to use, divulge, or furnish or to make accessible to any third party,
company, or other entity or individual, without Exterran’s written consent, any Confidential
Information of Exterran, except as required by your job-related duties to Exterran.




     b You agree that whenever your employment with Exterran ends for any reason, (i) you
shall return to Exterran all documents containing or referring to Exterran’s Confidential
Information as may be in your possession and/or control, with no request being required; and
(ii) you shall return all Exterran computer and computer-related equipment and software, and
all Exterran property, files, records, documents, drawings, specifications, lists,
equipments and other similar items relating to Exterran’s business coming into your
possession and/or control during your employment, with no request being required.



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     c In connection with your acceptance of the Award under the Plan, and in exchange for
the consideration provided hereunder, and in consideration of Exterran disclosing and
providing access to Confidential Information, 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 (i) 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 (ii) divert or attempt to divert from Exterran any business
relating to the provision of natural gas compression equipment and related services or oil
and natural gas production and processing equipment and related services without, in either
case, the prior written consent of Exterran.




     d You agree that (i) the terms of this Section 14 are reasonable and constitute an
otherwise enforceable agreement to which the terms and provisions of this Section 14 are
ancillary or a part of; (ii) the consideration provided by Exterran under this Section 14 is
not illusory; (iii) the restrictions of this Section 14 are necessary and reasonable for the
protection of the legitimate business interests and goodwill of Exterran; and (iv) the
consideration given by Exterran under this Section 14, including without limitation, the
provision by Exterran of Confidential Information to you, gives rise to Exterran’s interests
in the covenants set forth in this Section 14.




     e You and Exterran agree that it was both parties’ intention to enter into a valid and
enforceable agreement. You agree that if any covenant contained in this Section 14 is found
by a court of competent jurisdiction to contain limitations as to time, geographic area, or
scope of activity that are not reasonable and impose a greater restraint than is necessary
to protect the goodwill or other business interests of Exterran, then the court shall reform
the covenant to the extent necessary to cause the limitations contained in the covenant as
to time, geographic area, and scope of activity to be restrained to be reasonable and to
impose a restraint that is not greater than necessary to protect the goodwill and other
business interests of Exterran.




     f In the event that Exterran determines that you have breached or attempted or
threatened to breach any term of this Section 14, in addition to any other remedies at law
or in equity Exterran may have available to it, it is agreed that Exterran shall be
entitled, upon application to any court of proper jurisdiction, to a temporary restraining
order or preliminary injunction (without necessity of (i) proving irreparable harm, (ii)
establishing that monetary damages are inadequate, or (iii) posting any bond with respect
thereto) against you prohibiting such breach or attempted or threatened breach by proving
only the existence of such breach or attempted or threatened breach. You agree that the
period during which the covenants contained in this Section 14 are in effect shall be
computed by excluding from such computation any time during which you are in violation of
any provision of this Section 14.




     g 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.




     h 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.




     i Notwithstanding any other provision of this Award, the provisions of this Section 14
shall be governed, construed and enforced in accordance with the laws of the State of Texas,
without giving effect to the conflict of law principles thereof. Any action or proceeding
seeking to enforce any provision of this Section 14 shall be brought only in the courts of
the State of Texas or, if it has or can acquire jurisdiction, in the United States District
Court for the Southern District of Texas, and the parties consent to the jurisdiction of
such courts in any such action or proceeding and waives any objection to venue laid therein.



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     15. Additional Information. If you require additional information concerning your Award,
contact the Company’s Stock Plan Administrator at 281.836.7000 or at mystock@exterran.com. You may
also contact the Company’s third party recordkeeper, Solium, at 877.380.7793 (U.S. and Canada) or
403.515.3909.



     16. Participant Acceptance. If you agree with the terms and conditions of this Award, please
indicate your acceptance in the Solium website (www.solium.com) by selecting “Accept.” To decline
the Award, select “Disagree.” If within 90 days of the Grant Date you do not accept the Award,
indicate in Solium that you disagree with the terms and conditions of this Award or provide written
notice to the Company’s Stock Plan Administrator, as provided in Section 15, that you have chosen
not to accept the Award, the Award will be deemed to be accepted.



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