exv10w65






Exhibit 10.65




EXTERRAN HOLDINGS, INC.




AWARD NOTICE

PERFORMANCE SHARES




     Exterran Holdings, Inc. (the “Company”), has granted to you (the “Participant”), a Performance
Award (your “Award”) 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 main terms of your Award are as follows:



     1. Award. You have been granted target shares of Common Stock (the “Performance Shares”).
Your Performance Shares are stated at target above and the actual shares (or the cash equivalent
thereof) earned and paid under your Award may be more or less.



     2. Grant Date. The Grant Date of this Award is the “issue date” provided above (the “Grant
Date”).



     3. Vesting. Your Award will vest on the date provided above (the “Vesting Date”) and will be
paid (as provided in Section 5 below) at 0% to 200% of the Performance Shares based on the
achievement of the pre-determined performance objective(s) (the “Performance Measures”) over the
Performance Period, except as provided in Section 4 of this Notice. The Performance Shares are the
number of shares (or the cash equivalent thereof) that would be earned and paid if the Performance
Measures are met at the target level.



     Exhibit A hereto provides (a) the Performance Period for your Award, (b) an
explanation of the Performance Measures and (c) the percentage of the Award that will be earned, if
any, based on the achievement of the Performance Measures (subject to the vesting requirements set
forth in this Notice).



     4. Termination of Employment. If your employment with the Company or an Affiliate terminates
for any reason prior to the Vesting Date, other than due to your death or Disability or as provided
in Section 6 below, then your Award will be automatically forfeited and will be of no further force
or effect on the date of your termination. (For purposes of your Award, a transfer of employment
between the Company and an Affiliate or between Affiliates is not a termination of employment,
provided there is no break in your employment.)



     If your employment with the Company or an Affiliate terminates prior to the Vesting Date as a
result of your death or Disability, then your Award will immediately vest and be payable as of the
date of your termination of employment; provided, however, that if your date of termination is
during the Performance Period, then your Award shall be paid at 100% of the Performance Shares.



     5. Determination of Earned Shares, Settlement and Payment. As soon as administratively
practicable following the conclusion of the Performance Period, the Committee shall determine (a)
the level of performance achieved with respect to the Performance Measures at the conclusion of the
Performance Period (the “Achievement Percentage”) and (b) if the Achievement Percentage is at the
threshold or higher percentage level, whether your Award shall be settled in shares of Common Stock
or in cash on the Vesting Date. The amount payable under your Award (the “Earned Shares”) shall be
equal to the product of the number of Performance Shares multiplied by the Achievement Percentage
or, in the event of your termination due to your death or Disability during the Performance Period,
100% of the Performance Shares.



     If your Award is paid in Common Stock, then upon vesting, you will be entitled to the number
of whole shares of Common Stock equal to the number of whole Earned Shares, with any fractional
shares paid in cash. If your Award is paid in cash, then upon vesting, you will be entitled to a
lump sum cash payment equal to the Fair Market Value as of the Vesting Date of the number of Earned
Shares.



 









 





     Unless the Award vests by reason of your termination due to your death, Disability or as
provided in Section 6 below, settlement or payment of the vested Award shall be made to you as soon
as administratively practicable after the Vesting Date, but in no event later than the 60th day
following the 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 on or after the date a Corporate
Change is consummated (as provided in Section 6 below), then settlement or payment of the vested
Award shall be made to you (or your estate in the event of your death) 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 termination on or after the date a Corporate Change is consummated as provided in
Section 6 below).



     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 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 (i) the Vesting Date that it would otherwise be
paid under this Award Notice had your employment not terminated prior to such date, (ii) the first
business day that occurs following the expiration of six months after your termination date or
(iii) your date of death.



     6. Corporate Change. If a Corporate Change is consummated prior to the end of the Performance
Period and you are employed by the Company or an Affiliate as of such consummation date, then (a)
the Committee, in its discretion, shall determine in good faith the Achievement Percentage based on
performance during the portion of the Performance Period commencing on the first day of the
Performance Period and ending on the date the Corporate Change is consummated or (b) if the
Committee determines, in its discretion, that no such determination can reasonably be made, then
the Achievement Percentage shall be deemed to be 100% (and your Earned Shares will be determined
based upon such Achievement Percentage).



     Notwithstanding Section 4 above to the contrary, if your employment with the Company or an
Affiliate is terminated on or after the date a Corporate Change is consummated (but prior to the
Vesting Date) (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 your Award will immediately vest 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 your
Award will be automatically forfeited and will be of no further force or effect 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
for Good Reason at the end of the 30-day cure period.




     7. Stockholder Rights. You will have no rights as a stockholder (including the right to any
dividends) with respect to any shares of Common Stock potentially issuable upon settlement of your
Award until you become the holder of record of such shares of Common Stock. The grant of the
Performance Shares under your Award shall be implemented by a credit to a bookkeeping account
maintained by the Company evidencing an unfunded and unsecured right.



     8. Non-Transferability. Before you are vested in your Award, you cannot sell, transfer,
pledge, exchange or otherwise dispose of your Award (except by will or the laws of descent and
distribution).



     9. No Right to Continued Employment. Nothing in this 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.



     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
information, 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. Your Award is subject to applicable income tax, 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 or a sufficient amount of cash otherwise
issuable or payable to you under this Award in order 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 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. In the event of a discrepancy between this Notice and the Plan, the Plan
shall govern.



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




     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.



     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.