EXTERRAN HOLDINGS, INC. AWARD NOTICE TIME-VESTED RESTRICTED STOCK FIRST AMENDMENT
Exhibit 10.52
EXTERRAN HOLDINGS, INC. AWARD NOTICE
TIME-VESTED RESTRICTED STOCK
TIME-VESTED RESTRICTED STOCK
FIRST AMENDMENT
THIS FIRST AMENDMENT TO THE EXTERRAN HOLDINGS, INC. AWARD NOTICE FOR TIME-VESTED RESTRICTED
STOCK (the “Amendment”) is entered into by and between Exterran Holdings, Inc., a Delaware
corporation (the “Company”), and Xxxxxxx X. Xxxxxx (the “Participant”).
W I T N E S S E T H:
WHEREAS, the Company previously granted to the Participant, on March 4, 2008, 20,060 shares of
restricted stock of the Company under the Exterran Holdings, Inc. Amended and Restated 2007 Stock
Incentive Plan (the “Plan”), pursuant to the terms and conditions of an Award Notice for
Time-Vested Restricted Stock (the “Award Notice”) and the Plan; and
WHEREAS, subject to the consent of the Participant, the Compensation Committee of the Board of
Directors of the Company (the “Committee”) may, in its sole discretion, amend an outstanding Award
Notice from time to time in any manner that is not inconsistent with the provisions of the Plan;
and
WHEREAS, the Committee has determined that the Participant’s termination of employment with
the Company (other than due to Cause, death or Disability) shall constitute “Retirement” under the
Plan; and
WHEREAS, the Committee and the Participant desire to amend the Award Notice to make certain
changes with regard to the vesting provisions of the Award Notice;
NOW, THEREFORE, effective as of October 27, 2008, the Award Notice is hereby amended as
follows:
1. Section 4 of the Award Notice is hereby amended to read as follows:
“4. Termination of Employment. If your employment with the Company or an
Affiliate terminates for any reason (other than as a result of death, Disability or
Retirement), the unvested portion of your Award will be automatically forfeited on
the date of such termination unless the Compensation Committee directs otherwise.
If your employment with the Company terminates as a result of your death, Disability
or Retirement, on or after October 28, 2008, the unvested portion of your Award will
immediately vest in full and all restrictions applicable to your Award will cease as
of the date of your termination.”
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2. The Award Notice shall remain in full force and effect and, as amended by this Amendment,
is hereby ratified and affirmed in all respects.
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IN WITNESS WHEREOF, the parties have executed this Amendment effective as of October 27, 2008.
| EXTERRAN HOLDINGS, INC. | ||||||
| By: | ||||||
| Xxxxxxx X. Xxxxx | ||||||
| Chairman, Compensation Committee | ||||||
| PARTICIPANT | ||||||
| Xxxxxxx X. Xxxxxx | ||||||
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