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EXH > SEC Filings for EXH > Form 8-K on 26-Feb-2013All Recent SEC Filings

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Form 8-K for EXTERRAN HOLDINGS INC.


26-Feb-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers

Adoption of Incentive Program for 2013

On February 21, 2013, the compensation committee of our board of directors (the
"Committee") adopted a short-term incentive program (the "2013 Incentive
Program") to provide the short-term cash incentive compensation element of our
total direct compensation program for this year. The Committee set the cash
incentive target under the 2013 Incentive Program for each of the following
individuals, our Named Executive Officers, as a specified percentage of his base
salary:

                                                  2013 Cash
                                                  Incentive
                                                   Target
Executive                                        (% of base
Officer                    Title                   salary)
D. Bradley      President and Chief
Childers        Executive Officer                   100
William M.      Executive Vice President and         70
Austin          Chief Financial Officer
Joseph G.       Senior Vice President
Kishkill                                             70
Ronaldo         Senior Vice President
Reimer                                               70
Daniel K.       Senior Vice President
Schlanger                                            70

Each Named Executive Officer's potential cash incentive payout ranges from 0% to 200% of his target, as may be adjusted by the Committee in its discretion.

Actual payouts under the 2013 Incentive Program will be based on the Committee's assessment of our performance for 2013 relative to one or more of the following performance indicators, as well as such other factors or criteria that the Committee in its discretion deems appropriate:

• Financial performance, including EBITDA, as adjusted;
• Safety, to be assessed by specific corporate, regional and group metrics, including the incident rate for recordable injuries;
• Service quality, to be assessed by various regional and group metrics for measuring and enhancing customer service, including equipment service availability; and
• People, to be assessed by successful implementation of various regional and group initiatives intended to optimize and enhance our company culture.

The Committee intends to award performance-based short-term incentive compensation under the 2013 Incentive Program based on its assessment of:
(1) for all Named Executive Officers, overall company financial performance, including EBITDA, as adjusted, (2) for Messrs. Kishkill, Reimer and Schlanger, each officer's operating unit performance relative to the performance indicators, (3) each officer's individual contribution toward our company and/or operating unit performance, including his demonstrated leadership and implementation of our business strategy, (4) the recommendations of our Chief Executive Officer (other than with respect to himself), and (5) any other factors or criteria that the Committee may choose to consider, in its discretion. No specific weight will be given to any of these factors. The Committee has reserved the right to modify the list of performance indicators, as well as target levels of one or more of these indicators, in its discretion based on internal and external developments during the course of 2013.

We anticipate that awards earned under the 2013 Incentive Program for the year ending December 31, 2013 will be determined and paid in the first quarter of 2014.

Adjustments to Base Salaries for 2013

On February 21, 2013, the Committee set the 2013 annual base salaries of our Named Executive Officers as follows:


Executive                                      2013 Base Salary
Officer                    Title                      ($)
D. Bradley      President and Chief
Childers        Executive Officer                     650,000
William M.      Executive Vice President and
Austin          Chief Financial Officer               300,000
Joseph G.       Senior Vice President
Kishkill                                              355,000
Ronaldo         Senior Vice President
Reimer                                                330,000
Daniel K.       Senior Vice President
Schlanger                                             365,000

We anticipate that adjustments to base salaries will be effective in late March 2013.


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