Exhibit 10.3
DRESSER-RAND GROUP INC.
GRANT NOTICE FOR 2008 STOCK INCENTIVE PLAN
RESTRICTED STOCK
FOR GOOD AND VALUABLE CONSIDERATION, Dresser-Rand Group Inc. (the "Company"),
hereby grants to Grantee named below the number of Common Shares (the
"Restricted Shares") specified below (the "Award"), upon the terms and subject
to the conditions set forth in this Grant Notice, the Dresser-Rand Group Inc.
2008 Stock Incentive Plan (the "Plan") and the Standard Terms and Conditions
(the "Standard Terms and Conditions") adopted under such Plan and provided to
Grantee, each as amended from time to time. Each Restricted Share is subject to
the conditions set forth in this Grant Notice, the Plan and the Standard Terms
and Conditions. This Award is granted pursuant to the Plan and is subject to and
qualified in its entirety by the Standard Terms and Conditions. The Standard
Terms and Conditions may be accessed through Grantee's personal Smith-Barney
Benefit Access account in the Plan Documents section.
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Name of Grantee:
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Grant Date:
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Number of Restricted Shares:
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Vesting Schedule/"Period of Restriction":
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By accepting this Grant Notice, Grantee acknowledges that he or she has received
and read, and agrees that this Award shall be subject to, the terms of this
Grant Notice, the Plan and the Standard Terms and Conditions.
DRESSER-RAND GROUP INC.
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Grantee Signature
By
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Title: Address (please print):
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DRESSER-RAND GROUP INC.
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK
These Standard Terms and Conditions apply to any Award of restricted Common
Shares (the "Restricted Shares") granted to an employee of the Company under the
Dresser-Rand Group Inc. 2008 Stock Incentive Plan (the "Plan"), which are
evidenced by a Grant Notice or an action of the Committee that specifically
refers to these Standard Terms and Conditions.
1. TERMS OF RESTRICTED SHARES
Dresser-Rand Group Inc., a Delaware corporation (the "Company"), has
granted to the Grantee named in the Grant Notice provided to said Grantee
herewith (the "Grant Notice") an award of a number of Restricted Shares
(the "Award") of the Company's common stock, $0.01 par value per share
specified in the Grant Notice. The Award is the terms and subject to the
conditions set forth in the Grant Notice, these Standard Terms and
Conditions, and the Plan, each as amended from time to time. For purposes
of these Standard Terms and Conditions and the Grant Notice, any reference
to the Company shall, unless the context requires otherwise, include a
reference to any Subsidiary, as such term is defined in the Plan.
2. VESTING OF RESTRICTED STOCK
The Restricted Shares are subject to forfeiture and may not be sold,
assigned, transferred, pledged or otherwise directly or indirectly
encumbered or disposed of (collectively, "Transferred") until the
expiration of a "Period of Restriction" specified in the Grant Notice.
Except as otherwise provided herein, the Period of Restriction shall
expire on each of the dates set forth in the Grant Notice as long as the
Grantee remains an employee of the Company or other service provider to
the Company on the applicable vesting date.
Notwithstanding anything contained in these Standard Terms and Conditions
to the contrary, (i) if the Grantee's employment terminates by reason of
death or Disability during the Period of Restriction, a pro rata portion
of the Restricted Shares shall become nonforfeitable, and unless otherwise
determined by the Committee, the remaining Restricted Shares shall be
forfeited as of the date of such termination and (ii) if the Grantee's
employment terminates for any reason other than death or Disability, any
Restricted Shares held by the Grantee for which the Period of Restriction
has not then expired shall be forfeited as of the date of such
termination. For purposes of this Section 2, "pro-rata portion" means a
percentage, where the numerator is the portion of the vesting period of
the Restricted Shares that expired prior to the Grantee's termination, and
the denominator is the number of days in such period.
3. RIGHTS AS STOCKHOLDER/LEGEND
The Grantee shall have the right to vote the Restricted Shares, but shall
otherwise enjoy none of the rights of a stockholder (including the right
to receive dividends or equivalent payments) during the Period of
Restriction.
The Restricted Shares shall be registered in the Grantee's name on the
Grant Date through a book entry credit in the records of the Company's
transfer agent, but shall be recorded as restricted non-dividend paying
shares of Common Shares until the expiration of the Period of Restriction.
Upon the expiration of the Period of Restriction with respect to any
Restricted Shares, the Company shall instruct its transfer agent to record
such shares as unrestricted. In the event any stock certificates are
issued in respect of the Restricted Shares during the Period of
Restriction, such certificates shall bear a restrictive legend determined
by the Committee until the expiration of the Period of Restriction with
respect to such shares.
4. CHANGE IN CONTROL
Unless otherwise provided in an employment, severance or other agreement
between the Company and the Grantee, the Committee shall determine the
effect of a Change in Control on the Restricted Shares. Without
limitation, the Committee may provide for the acceleration of vesting of,
or the lapse of transfer or other similar restrictions on, any unvested
Restricted Shares or for the assumption or substitution of Restricted
Shares by the Grantee's employer (or the parent or an Affiliate of such
employer) or other service recipient that engages the Grantee immediately
following the Change in Control.
5. RESTRICTIONS ON RESALES OF SHARES
The Company may impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any resales by the
Grantee or other subsequent transfers by the Grantee of any Restricted
Shares, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate the
timing and manner of sales by Grantee and other holders and (c)
restrictions as to the use of a specified brokerage firm for such resales
or other transfers.
6. INCOME TAXES
The Company shall not instruct the transfer agent to remove the
restrictions applicable to any Restricted Shares at the expiration of the
Period of Restriction unless and until the Grantee has made arrangements
satisfactory to the Committee to satisfy applicable withholding tax
obligations. Unless otherwise permitted by the Committee, withholding
shall be effected by withholding Common Shares that vest on the applicable
vesting date. The Grantee acknowledges that the Company shall have the
right to deduct any taxes required to be withheld by law in connection wit
the vesting of the Restricted Shares from any amounts payable by it to the
Grantee (including, without limitation, future cash wages).
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7. NON-TRANSFERABILITY OF AWARD
The Grantee represents and warrants that the Restricted Shares are being
acquired by the Grantee solely for the Grantee's own account for
investment and not with a view to or for sale in connection with any
distribution thereof. The Grantee further understands, acknowledges and
agrees that, except as otherwise provided in the Plan, prior to their
vesting, the Restricted Shares may not be sold, assigned, transferred,
pledged or otherwise directly or indirectly encumbered or disposed of
except to the extent expressly permitted hereby and at all times in
compliance with the U.S. Securities Act of 1933, as amended, and the rules
and regulations of the Securities Exchange Commission thereunder, and in
compliance with applicable state securities or "blue sky" laws and
non-U.S. securities laws. Unless permitted by the Committee, prior to
their vesting, the Restricted Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated by the Grantee
other than by will or the laws of descent and distribution.
8. THE PLAN AND OTHER AGREEMENTS
In addition to these Terms and Conditions, the Award shall be subject to
the terms of the Plan, which are incorporated into these Standard Terms
and Conditions by this reference. Certain capitalized terms not otherwise
defined herein are defined in the Plan. In the event of a conflict between
the terms and conditions of these Standard Terms and Condition and the
Plan, the Plan controls.
Subject to the next paragraph, the Grant Notice, these Standard Terms and
Conditions and the Plan constitute the entire understanding between the
Grantee and the Company regarding the Award, and any prior agreements,
commitments or negotiations concerning the Award are superseded.
The Award (including the terms described herein) are subject to the
provisions of the Plan and, if the Grantee is outside the U.S., there may
be an addendum containing special terms and conditions applicable to
grants in the Grantee's country. The grant of the Restricted Shares to any
such Grantee is contingent upon the Grantee executing and returning any
such addendum in the manner directed by the Company.
9. NOT A CONTRACT FOR EMPLOYMENT.
Nothing in the Plan, in the Grant Notice, these Standard Terms and
Conditions or any other instrument executed pursuant to the Plan shall
confer upon the Grantee any right to continue in the Company's employ or
service nor limit in any way the Company's right to terminate the
Grantee's employment or other service at any time for any reason.
10. SEVERABILITY.
In the event that any provision of these Standard Terms and Conditions is
declared to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, such provision shall be reformed, if possible, to
the extent necessary to render it legal, valid and enforceable, or
otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform
or delete such illegal, invalid or unenforceable provision.
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11. HEADINGS.
The headings preceding the text of the sections hereof are inserted solely
for convenience of reference, and shall not constitute a part of these
Standard Terms and Conditions, nor shall they affect its meaning,
construction or effect.
12. FURTHER ASSURANCES.
Each party shall cooperate and take such action as may be reasonably
requested by another party in order to carry out the provisions and
purposes of these Standard Terms and Conditions.
13. BINDING EFFECT.
These Standard Terms and Conditions shall inure to the benefit of and be
binding upon the parties hereto and their respective permitted heirs,
beneficiaries, successors and assigns.
14. ELECTRONIC DELIVERY
By executing the Grant Notice, the Grantee hereby consents to the delivery
of information (including, without limitation, information required to be
delivered to the Grantee pursuant to applicable securities laws) regarding
the Company and the Subsidiaries, the Plan, and the Restricted Shares via
Company web site or other electronic delivery.
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