UNIVERSAL COMPRESSION HOLDINGS, INC. INCENTIVE STOCK OPTION PLAN FORM OF AMENDMENT TO INCENTIVE AND NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS

EXHIBIT 10.4

UNIVERSAL COMPRESSION HOLDINGS, INC.
INCENTIVE STOCK OPTION PLAN

FORM OF
AMENDMENT TO INCENTIVE AND
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS

     THIS AMENDMENT TO INCENTIVE AND NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS (the “Amendment”) is entered into and effective as of ___, 2007, by and between Universal Compression Holdings, Inc. (“Holdings”) and Xxxxx X. Xxxxxx (“Employee”).

     WHEREAS, Holdings has previously granted to Employee incentive stock options and non-qualified stock options to purchase shares of common stock of Holdings under the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended, pursuant to the Incentive Stock Option Agreements and Non-Qualified Stock Option Agreements listed on Attachment A to this Amendment (collectively, the “Agreements”); and

     WHEREAS, Employee is currently an employee of Holdings and is a member of the Board of Directors of Holdings; and

     WHEREAS, in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger by and among Holdings, Hanover Compressor Company, Exterran Holdings, Inc. (formerly Iliad Holdings, Inc.) (“Exterran”), Xxxxxx Sub, Inc. and Xxxxxxx Sub, Inc., dated as of February 5, 2007, as amended (the “Merger”), Employee’s employment with, and service as a director of, Universal will be terminated and Employee will commence service as a member of the Board of Directors of Exterran (the “Exterran Board”); and

     WHEREAS, Holdings and Employee desire to amend the Agreements to extend the option exercise period thereunder through Employee’s period of service as a member of the Exterran Board;

     NOW, THEREFORE, effective as of the date hereof, the parties agree to amend and restate Sections 2(b)(ii) and (iii) of each of the Agreements to read in their entirety as follows:

     “(ii) Termination of Employment Without Cause or Voluntary Resignation. In the event Universal terminates Employee’s employment without Cause (as defined in the Plan), or Employee voluntarily resigns his employment, the Option shall terminate as of the date of Employee’s termination of employment, except for the portion of the Option that is exercisable as of the date of termination of employment, which shall terminate upon the earlier of: (1) the date that is the tenth anniversary of the Grant Date or (2) the date that is 90 days following the date Employee ceases for any reason to be a member of the Exterran Board.

     (iii) Termination of Employment for Cause. In the event the Employee’s employment with Universal shall terminate for Cause (as defined in the Plan), the Option, whether or not exercisable as of the date of termination of employment, shall terminate in its entirety on the date of termination.”

     The Agreements shall remain in full force and effect and, as amended by this Amendment, are hereby ratified and affirmed in all respects.

UNIVERSAL COMPRESSION HOLDINGS, INC.
 

By:  

EMPLOYEE


Xxxxx X. Xxxxxx
 

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ATTACHMENT A
TO
AMENDMENT TO INCENTIVE AND
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS

Schedule of Outstanding Incentive Stock Options and Non-Qualified Stock Options
Granted to Xxxxx X. Xxxxxx Pursuant to Incentive Stock Option Agreements
and Non-Qualified Stock Option Agreements

						Outstanding Number of
Grant Date		Expiration Date				Vested and Unvested
of Options		Of Options*		Option Type		Shares under Options
12/11/2000		12/11/2010		Non-Qualified		50,523
04/20/2001		04/20/2011		Non-Qualified		17,024
02/19/2002		02/19/2012		Non-Qualified		20,306
04/30/2004		04/30/2014		Non-Qualified		21,675
03/09/2005		03/09/2015		Non-Qualified		19,379
03/09/2005		03/09/2015		Incentive		2,621
03/03/2006		03/03/2016		Non-Qualified		22,696
03/03/2006		03/03/2016		Incentive		2,304

*Tenth anniversary of Grant Date

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