EXHIBIT 10.5
Universal Compression Partners, L.P.
Long-Term Incentive Plan
Form of
Amendment to Grant of Options
THIS AMENDMENT TO GRANT OF
OPTIONS (the “Amendment”) is entered into and
effective as of ___, 2007, by and between UCO GP, LLC, on behalf of
UCO General Partner, LP (the “Company”), and ___(the
“Grantee”).
W I T
N E S S E T H:
WHEREAS , the Company granted
to Grantee Options to purchase all or any part of ___common units
representing limited partner interests in Universal Compression
Partners, L.P. on the terms and conditions set forth in an Award
Agreement, with a grant date of ___(“Agreement”), a
copy of which is attached hereto, and subject to the terms and
conditions of the Universal Compression Partners, L.P. Long-Term
Incentive Plan (the “Plan”), which is incorporated
herein by reference as a part of the Agreement; and
WHEREAS , pursuant to
Section 11 of the Agreement, the Company and the Grantee
desire to amend the Agreement to make certain changes with regard
to the termination provisions thereof;
NOW, THEREFORE , effective as
of the date hereof, the parties agree to amend the Agreement as
follows:
1. Paragraphs 3(c) and 3(d) of
the Agreement are renumbered as paragraphs 3(d) and 3(e) and the
Agreement is amended to add the following new paragraph 3(c)
thereto:
“(c) Termination Without
Cause . If your employment with the Company is terminated
without Cause (as defined below) prior to the vesting date, your
Options shall continue to vest following your termination date and,
upon the vesting date of January 1, 2009, shall be exercisable
in accordance with the terms of this Section 3 of the
Agreement, but in no event shall your options be exercisable after
December 31, 2009. If your employment with the Company is
terminated by the Company without Cause on or after the vesting
date, you or your guardian or legal representative (or your estate
or the person who acquires the Options by will or the laws of
descent and distribution or otherwise by reason of your death if
you die during such period) may exercise your Options, subject to
the further provisions of this Agreement, at any time during an
Exercise Month that is within the period following such termination
until December 31, 2009, but
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