EXTERRAN HOLDINGS, INC.
TIME-VESTED RESTRICTED STOCK (DIRECTORS)
Exterran Holdings, Inc. (the “Company”) has granted to you (the “Participant”) shares of restricted
stock under the Exterran Holdings, Inc. Amended and Restated 2007 Stock Incentive Plan (the
“Plan”), subject to the terms and conditions set forth in this Award Notice (this “Notice”) and the
Plan. Unless otherwise defined herein, capitalized terms in this Notice have the same meaning
ascribed to them in the Plan.
The material terms of your Award are as follows:
1. Award. You have been granted shares of Company restricted stock (the “Award” or
“Restricted Stock”) as provided above.
2. Grant Date. The grant date of your Award is the Issue Date provided above.
3. Vesting. Your Award is subject to a vesting schedule. The shares of Restricted Stock subject
to your Award will automatically vest on each of the dates indicated in the vesting schedule above
(each a “Vesting Date”). Except as otherwise provided in section 4, you must be in continued
service as a director to the Company at all times from the Grant Date up to and including the
applicable Vesting Date for that portion of the Award to vest. Contact Exterran’s Stock Plan
Administrator at (281) 836-7000 with any questions concerning the vesting of your Award.
4. Termination of Service
(a) Except as provided in Paragraph 4(b) below, if your service as a director terminates for
any reason (“Termination of Service”) other than as a result of death or a disability that would meet
the criteria for being considered “disabled” under the Company’s or an Affiliate’s long-term
disability plan as if you were eligible to participate in the plan (“Disability”), the unvested portion of
your Award will be automatically forfeited on the date of such event unless the Compensation
Committee directs otherwise. If the Termination of Service is a result of your death or Disability, the
unvested portion of your Award will