Exhibit 10.51
EXTERRAN HOLDINGS, INC. AWARD NOTICE
TIME-VESTED NON-QUALIFIED STOCK OPTION
FIRST AMENDMENT
THIS FIRST AMENDMENT TO THE EXTERRAN HOLDINGS, INC. AWARD NOTICE FOR TIME-VESTED NON-QUALIFIED STOCK OPTION(the “Amendment”) is entered into by and between Exterran Holdings, Inc., a Delaware corporation (the “Company”), and Stephen A. Snider (the “Participant”).
W I T N E S S E T H:
WHEREAS, the Company previously granted to the Participant, on March 4, 2008, a non-qualified stock option to purchase 52,725 shares of common stock of the Company under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan (the “Plan”) at an exercise price of $67.30 per share, pursuant to the terms and conditions of an Award Notice for Time-Vested Non-Qualified Stock Option (the “Award Notice”) and the Plan; and
WHEREAS, subject to the consent of the Participant, the Compensation Committee of the Board of Directors of the Company (the “Committee”) may, in its sole discretion, amend an outstanding Award Notice from time to time in any manner that is not inconsistent with the provisions of the Plan; and
WHEREAS, the Committee has determined that the Participant’s termination of employment with the Company (other than due to Cause, death or Disability) shall constitute “Retirement” under the Plan; and
WHEREAS, the Committee and the Participant desire to amend the Award Notice to make certain changes with regard to the vesting and exercise provisions of the Award Notice;
NOW, THEREFORE, effective as of October 27, 2008, the Award Notice is hereby amended as follows:
1. Section 5(a) of the Award Notice is hereby amended to read as follows:
“(a)Termination as a Result of Death, Disability, or Retirement. The unvested portion of your Award will immediately vest in full and become exercisable, and you (or your legal representative) will be entitled to exercise the vested portion of your Award at any time prior to the Expiration Date or, if earlier in the case of death or Disability, the expiration of 2 years after the date of your termination due to death or Disability.”
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