UNIVERSAL HOLDINGS, INC.
INCENTIVE STOCK OPTION PLAN
INCENTIVE STOCK OPTION
AGREEMENT
FIRST
AMENDMENT
THIS FIRST AMENDMENT TO THE INCENTIVE STOCK OPTION
AGREEMENTS (the “Amendment”) is entered into by and
between Exterran Holdings, Inc., a Delaware corporation (the
“Company”), and Stephen A. Snider (the
“Employee”).
WHEREAS , Universal Compression Holdings, Inc. previously
granted to the Employee:
(a) on
March 9, 2005, an option to purchase 2,621 shares of its
common stock under the Universal Compression Holdings, Inc.
Incentive Stock Option Plan, as amended (the “Plan”),
at an exercise price of $38.15 per share, pursuant to the terms and
conditions of an Incentive Stock Option Agreement (the “2005
Agreement”) and the Plan; and
(b) on
March 3, 2006, an option to purchase 2,304 shares of its
common stock under the Plan at an exercise price of $43.39 per
share, pursuant to the terms and conditions of an Incentive Stock
Option Agreement (the “2006 Agreement”) and the Plan;
and
(c) on
June 12, 2007, an option to purchase 3,984 shares of its
common stock under the Plan at an exercise price of $75.265 per
share, pursuant to the terms and conditions of an Incentive Stock
Option Agreement (together with the 2005 Agreement and the 2006
Agreement, the “Agreements”) and the Plan;
and
WHEREAS , as of August 20, 2007, the Company assumed
the sponsorship o