exv10w3



 





Exhibit 10.3




Confidential Correspondence




April 13, 2007




[NAME]




[ADDRESS]




Dear [FIRST NAME]:



As you know, Universal Compression Holdings, Inc. (the “Company” or “Universal”) has signed a
merger agreement with Hanover Compressor Company. Under the terms of the merger agreement, both
companies will be combined in a merger of equals to create a new company. While the merger is
still subject to regulatory and shareholder approval, we remain optimistic that these approvals
will be granted and the merger will close some time in the third quarter of 2007.



As a key employee, your participation in Universal’s continuing operations during this process will
be critical to enable Universal to successfully consummate the merger. As a result we are pleased
to provide you with a “Retention Bonus” in the amount of $XXXX to encourage you to stay with
Universal through your “Key Dates.” For these purposes, your first Key Date will be the later of 6
months after the closing date of the merger or April 30, 2008, and your second Key Date will be the
later of 12 months after the closing date of the merger or October 31, 2008. If you remain with
the Company or its successor (i) through your first Key Date, 50% of the Retention Bonus will be
paid to you in a single lump sum within 10 days after the first Key Date, and (ii) through your
second Key Date, the remaining 50% of the Retention Bonus will be paid to you in a single lump sum
within 10 days after the second Key Date. If you terminate your employment with the Company or its
successor prior to either Key Date, you will forfeit your right to receive all unpaid amounts of
the Retention Bonus. In the event that your employment is terminated by the Company or its
successor for any reason other than cause, you will be entitled to an accelerated payment of all
unpaid amounts of your Retention Bonus within 10 days of such event. All Retention Bonus payments
are subject to the terms, conditions and contingencies contained in the Universal Compression
Holdings, Inc. Retention Bonus Plan (the “Retention Plan”), a copy of which is included with this
letter.



It is important that your Retention Bonus information be kept confidential, as it only pertains to
you. If you have any questions regarding this letter or the Retention Plan, please direct those
questions to your Human Resources representative.



This letter is not a contract of employment or an agreement of employment for a definite term.
Except as otherwise required by applicable law, your employment remains terminable at will by
either party, at any time and for any reason or no reason. This letter may not be amended or
modified except through a written amendment signed by the Company or its successor and you. This
letter is governed by and subject to the terms of the Retention Plan. In the event there are
differences between the terms of this letter and the Retention Plan, please understand that the
Retention Plan document controls.



If you understand and agree to the above, please sign below and return to Rick Klein – Director of
Human Resources. With your help, we can make this merger a success. We look forward to working
with you during this exciting time.




Sincerely,




Executive Officer






Accepted and Agreed:




                                                            

Date: