EXHIBIT 10.8
HANOVER COMPRESSOR COMPANY
Schedule of Compensation for Non-Employee Directors
(Effective July 21, 2006)
(Effective July 21, 2006)
| Annual Retainer | $30,000 | |
| Committee Chairman Annual Retainer | ||
| Audit Committee | $15,000 | |
| Compensation Committee | $15,000 | |
| Finance Committee | $10,000 | |
| Governance Committee | $10,000 | |
| Board Chairman Annual Retainer | $120,000 | |
| Attendance Fee | $1,500 paid for all in-person and telephonic board and committee meetings. | |
| Restricted Stock | Time-vested restricted stock valued at approximately $105,000 on the date of grant and subject to the terms of 2006 Stock Incentive Plan. The shares vest one-third per year over a three-year period, subject however, to immediate vesting in the event of a change in control. | |
| Directors are required to hold the shares until they cease to serve as a director(except to the extent necessary to meet the associated tax obligation). | ||
| Reimbursement of Travel Expenses | 100% of travel and other expenses while on company business. | |