Exterran Partners, L.P. Long-Term Incentive Plan Amendment No. 2 to Grant of Options
Exhibit
10.2
Long-Term
Incentive Plan
Amendment
No. 2 to Grant of Options
Grantee:
Original
Grant Date:
Original Option
Grant Amount:
Amendment
Date:
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1.
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Amendment
of Options. The grantee named above (the “Grantee”) and
Exterran GP LLC on behalf of Exterran General Partner, L.P. (the
“Company”) hereby agree to amend pursuant to this Amendment No. 2 to Grant
of Options (this “Amendment”) the original grant agreement in respect of
the grant of options to purchase Common Units (“Units”) of
Exterran Partners, L.P. described above (the “Options”), as amended
through the date hereof (the “Grant Agreement”). Except as
otherwise provided in this Amendment, the terms and conditions of the
Grant Agreement shall remain in full force and effect. In the
event of any conflict between the terms of this Amendment and the Exterran
Partners, L.P. Long-Term Incentive Plan (the “Plan”), the Plan shall
control. Capitalized terms used but not defined in this
Amendment shall have the meaning attributed to such terms under the Plan,
unless the context requires
otherwise.
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2.
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Payment
upon Exercise. Upon the exercise of the Options, at the
election of the Company, the Company shall (a) transfer Units to the
Grantee pursuant to the terms of the Grant Agreement, (b) make a cash
payment to the Grantee equal to the excess of the aggregate Fair Market
Value of the Units as to which the Options are exercised over the sum of
(1) the aggregate purchase price of the Units as to which the Options are
exercised and (2) any amounts the Company or any of its Affiliates may
require to meet its withholding obligations under such applicable law or
(c) take any combination of the actions described in clauses (a) and (b)
above.
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3.
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Binding
Effect. This Amendment shall be binding upon and inure
to the benefit of any successors to the Company and all persons lawfully
claiming under you.
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4.
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Entire
Agreement. This
Amendment and the Grant Agreement constitute the entire agreement of the
parties with regard to the subject matter hereof, and contain all the
covenants, promises, representations, warranties and agreements between
the parties with respect to the
Options.
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5.
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Modifications. Except
as provided below, any modification of this Amendment shall be effective
only if it is in writing and signed by both you and an authorized officer
of the Company. However, the Company may make any change to
this Amendment that is not adverse to your rights under this
Amendment.
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6.
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Governing
Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without regard to
conflicts of laws principles
thereof.
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IN WITNESS WHEREOF, the
Company has caused this Amendment to be executed by its duly authorized officer
all effective as of the day and year first above written.
Exterran General Partner,
L.P.,
by its general partner
Exterran GP LLC
By:
Name:
Title:
Agreed to
and accepted:
Grantee
By:
Name:
