exv10w64






Exhibit 10.64




EXTERRAN HOLDINGS, INC.




AWARD NOTICE

TIME-VESTED NON-QUALIFIED STOCK OPTION



Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) a Non-Qualified
Stock Option to purchase shares of Common Stock of the Company 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 a Non-Qualified Stock Option (the “Award”
or “Option”) to purchase shares of Common Stock of the Company in the number and at
the exercise price (the “Exercise Price”) provided above as the “Grant Price.”



     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 and become exercisable on each of the dates indicated in the vesting schedule
above (each a “Vesting Date”). However, except as set forth in Sections 5 and 6 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. Term. The Award will continue in effect until the date that is 7 years from the Issue
Date (the “Expiry Date”), subject to earlier termination in accordance with Section 5 of this Award
Notice or the Plan. If not exercised prior to the Expiry Date, the Award will be forfeited.



     5. Termination of Employment. Your Award will either vest or be forfeited upon your
termination, depending on the reason for termination:



     (a) Termination as a Result of Death, Disability, or Retirement. The unvested portion of your
Award will immediately vest in full and become exercisable, and you (or your legal representative)
will be entitled to exercise the vested portion of your Award at any time prior to the Expiry Date
or the expiration of 2 years after the date of your termination, whichever is the shorter period.



     (b) Termination for Cause. Following a termination of employment for Cause, the outstanding
unexercised portion of your Award (whether vested or unvested) will be automatically forfeited on
the date of your termination.



     (c) All Other Terminations. You will be entitled to exercise the vested portion of your Award
at any time prior to the Expiry Date or the expiration of three (3) months after the date of your
termination, whichever is the shorter period. The unvested portion of your Award will be
automatically forfeited on the date of your termination.



     6. 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.




     7. Exercise of Award. The exercise of your Option must be accompanied by full payment of the
Exercise Price for the shares of Common Stock being acquired by: (i) cash, (ii) a check acceptable
to the Company, (iii) the delivery of a number of already-owned shares of Common Stock having a
Fair Market Value equal to such Option price (provided you have owned such shares of Common Stock
for more than six months), (iv) a “cashless broker exercise” of the Option through any procedures
established or approved by the Compensation Committee with respect thereto, or (v) any combination
of the foregoing approved by the Compensation Committee. No shares of Common Stock will be issued
until the Exercise Price has been paid.



     8. Stockholder Rights. You will have no rights as a stockholder with respect to any shares
of Common Stock issuable upon exercise of the Option until you become the holder of record of such
shares of Common Stock.



     9. Non—Transferability. You cannot sell, transfer, pledge, exchange or otherwise dispose of
your Option except in accordance with the Plan.



     10. No Right to Continued Employment. Nothing in this Award Notice guarantees your continued
employment with the Company or 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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     11. 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.



     12. Withholding. Your Award is subject to applicable income, employment and/or social
insurance or social security withholding obligations, and 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 under this Award in order to satisfy any such withholding obligations. If
necessary, the Company also reserves the right to withhold from your regular earnings an amount
sufficient to meet the withholding obligations.



     13. 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 16. 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.



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



     15. Non-Solicitation/Confidentiality Agreement. The greatest assets of the Company and its
Affiliates (“Exterran” in this Section 15) 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 15, 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



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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.




     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 15 are reasonable and constitute an
otherwise enforceable agreement to which the terms and provisions of this Section 15 are
ancillary or a part of; (ii) the consideration provided by Exterran under this Section 15 is
not illusory; (iii) the restrictions of this Section 15 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 15, 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 15.




     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 15 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 15, 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 15 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 15.




     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 15
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 15 shall be brought only in the
courts of the State of Texas



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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.



     16. 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.



     17. 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 16, that you have chosen
not to accept the Award, the Award will be deemed to be accepted.



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