FORM OF
CONSULTING AGREEMENT
This Consulting
Agreement (this “Agreement”), is entered into as of the
Effective Date (as defined herein), by and between Exterran
Holdings, Inc., a Delaware corporation (“Company”), and
Stephen A. Snider (“Consultant”).
A. Consultant
currently serves as an executive officer of the Company and a
member of its board of directors;
B. Consultant
plans to retire as an executive officer of Company by June 30,
2009 (the date on which such retirement occurs is referred to
herein as the “Effective Date”), and such retirement
constitutes a “separation of service” for purposes of
Section 409A of the Internal Revenue Code
(“Section 409A”); and
C. Consultant
desires to provide consulting services to Company under the terms
and conditions described herein, and Company desires such
services.
In consideration
of the mutual promises, terms, covenants and conditions set forth
herein and the performance of each, the parties hereto hereby agree
as follows:
1.
Consulting Services. During the Term (as defined herein),
Consultant will provide (a) such services of a consulting,
advisory or similar nature as the Chief Executive Officer of the
Company may reasonably request with respect to the business and
affairs of Company related to Company’s current business and
internal and external growth opportunities and (b) such other
services to which the Chief Executive Officer of Company and
Consultant mutually agree from time to time. In each case,
Consultant will be available for an average of 16 hours per month
to Company for consultation at such times and locations as Company
reasonably may request and that are agreeable to Consultant;
provided, however, that in no event shall Consultant provide
services equal to or in excess of 20% of the average level of
services he provided during the 36 month period immediately
preceding the Effective Date. Without the prior written consent of
Company, Consultant will not have authority to act or make
decisions for, give instructions or orders on behalf of or make
commitments on behalf of Company. The parties agree that Consultant
is and shall be treated for all purposes as an independent
contractor to Company and no employment, partnership, agency, joint
venture or other relationship shall be created or construed
herefrom.
2.
Compensation . For the services rendered by Consultant,
Company shall compensate Consultant with payment of EIGHT THOUSAND
THREE HUNDRED THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS
($8,333.33) per month of the Term, to be paid in monthly payments,
contingent upon Consultant’s satisfaction of all the terms of
this Agreement. In addition, Company shall reimburse Consultant for
all reasonable out-of-pocket expenses actually paid by Consultant
in providing the consulting services requested by
Company
