SECOND AMENDMENT TO THE EXTERRAN HOLDINGS, INC. DIRECTORS STOCK AND DEFERRAL PLAN

EX-10.16 17 a15-22362_1ex10d16.htm EX-10.16

Exhibit 10.16

 

SECOND AMENDMENT TO THE

EXTERRAN HOLDINGS, INC. DIRECTORS’ STOCK AND DEFERRAL PLAN

 

This Second Amendment to the Exterran Holdings, Inc. Directors’ Stock and Deferral Plan (this “Second Amendment”), is made and adopted by the Board of Directors (the “Board”) of Exterran Holdings, Inc., a Delaware corporation (the “Company”), effective as of the Effective Date (as defined below).

 

RECITALS

 

WHEREAS, the Company maintains the Exterran Holdings, Inc. Directors’ Stock and Deferral Plan (as amended from time to time, the “Plan”);

 

WHEREAS, pursuant to paragraph 8 of the Plan, the Board has the authority to alter or amend the Plan at any time;

 

WHEREAS, it is anticipated that the Company will spin-off Exterran Corporation, a Delaware corporation, into a new publicly-traded company (the “Spin-Off”);

 

WHEREAS, in connection with the Spin-Off, the Company will change its name to Archrock, Inc.; and

 

WHEREAS, the Board desires to amend the Plan in order to reflect the new name of the Company following the Spin-Off, effective as of the date of the consummation of the Spin-Off (the “Effective Date”).

 

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, subject to, and effective as of the Effective Date:

 

AMENDMENT

 

1.             Name of Plan.  The name of the Plan shall be amended to “Archrock, Inc. Directors’ Stock and Deferral Plan.”

 

2.             References.  All references in the Plan to (i) “Exterran Holdings, Inc.” shall be amended to refer to “Archrock, Inc.” and (ii) “Exterran Holdings, Inc. Directors’ Stock and Deferral Plan” shall be amended to refer to “Archrock, Inc. Directors’ Stock and Deferral Plan.”

 

3.             General.  This Second Amendment shall be and hereby is incorporated into and forms a part of the Plan, and except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

 

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I hereby certify that the foregoing Second Amendment was duly adopted by the Board of Directors of Exterran Holdings, Inc. on October 30,2015.

 

Executed on this 3rd day of November, 2015.

 

 

 

By:

/s/ D. Bradley Childers

 

 

D. Bradley Childers

 

 

President

 

Signature Page to Second Amendment to the

Exterran Holdings, Inc. Directors’ Stock and Deferral Plan