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 Ernie L. Danner
(“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”), Hector Sub, Inc. and
Ulysses 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
WHE
