0001104659-12-035034 Sample Contracts

EXTERRAN HOLDINGS, INC. AWARD NOTICE AND AGREEMENT PERFORMANCE UNITS
Award Notice and Agreement Performance Units • May 9th, 2012 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas

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 and Agreement (the “Award Notice”) but defined in the Plan shall have the same meaning ascribed to them in the Plan.

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SECOND AMENDMENT TO SEVERANCE BENEFIT AGREEMENT
Severance Benefit Agreement • May 9th, 2012 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec

THIS SECOND AMENDMENT TO SEVERANCE BENEFIT AGREEMENT (the “Amendment”) is made and entered into effective as of January 28, 2012, by and between Exterran Holdings, Inc., a Delaware corporation (the “Company”), and J. Michael Anderson (the “Employee”).

FIRST AMENDMENT TO SEVERANCE BENEFIT AGREEMENT
Severance Benefit Agreement • May 9th, 2012 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec

THIS FIRST AMENDMENT TO SEVERANCE BENEFIT AGREEMENT (the “Amendment”) is made and entered into effective as of December 12, 2011, by and between Exterran Holdings, Inc., a Delaware corporation (the “Company”), and J. Michael Anderson (the “Employee”).

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT AMONG EXTERRAN HOLDINGS, INC. EXTERRAN ENERGY SOLUTIONS, L.P. EXTERRAN GP LLC EXTERRAN GENERAL PARTNER, L.P. EXTERRAN PARTNERS, L.P. AND EXLP OPERATING LLC
Omnibus Agreement • May 9th, 2012 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec

This First Amendment (this “Amendment”) to the Third Amended and Restated Omnibus Agreement is entered into on, and effective as of, March 8, 2012 (the “Effective Date”), and is by and among Exterran Holdings, Inc., a Delaware corporation (“Exterran”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“EESLP”), Exterran GP LLC, a Delaware limited liability company (“GP LLC”), Exterran General Partner, L.P., a Delaware limited partnership (the “General Partner”), Exterran Partners, L.P., a Delaware limited partnership (the “Partnership”), and EXLP Operating LLC, a Delaware limited liability company (the “Operating Company”). The above-named entities are sometimes referred to in this Amendment collectively as the “Parties.”

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