Exhibit 10.5
DRESSER-RAND GROUP INC.
GRANT NOTICE FOR 2008 STOCK INCENTIVE PLAN
STOCK APPRECIATION RIGHTS
FOR GOOD AND VALUABLE CONSIDERATION, Dresser-Rand Group Inc. (the "Company"),
hereby grants to Participant named below the Stock Appreciation Rights with
respect to the number of shares of its common stock (the "Shares"), that are
covered by the Stock Appreciation Rights, as specified below, at the Exercise
Price per share specified below and 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") promulgated under such Plan, each as amended from time to time.
This Stock Appreciation Right 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 Participant's personal Smith-Barney
Benefit Access account in the Plan Documents section.
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Name of Participant:
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Social Security Number:
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Grant Date:
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Number of Shares of Common Stock covered by
Stock Appreciation Right:
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Exercise Price Per Share: $
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Expiration Date:
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Vesting Schedule:
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By accepting this Grant Notice, Participant acknowledges that he or she has
received and read, and agrees that these Stock Appreciation Rights 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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Participant Signature
By
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Title: Address (please print):
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DRESSER-RAND GROUP INC.
STANDARD TERMS AND CONDITIONS FOR
STOCK APPRECIATION RIGHTS
These Standard Terms and Conditions apply to any Stock Appreciation Rights (the
"SARs") granted 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 STOCK APPRECIATION RIGHTS
Dresser-Rand Group Inc. (the "Company"), has granted to the Participant
named in the Grant Notice provided to said Participant herewith (the
"Grant Notice") Stock Appreciation Rights with respect to the number of
shares of the Company's common stock (the "Shares"), set forth in the
Grant Notice, at the purchase price per share and upon the other terms and
subject to the conditions set forth in the Grant Notice, these Standard
Terms and Conditions (as amended from time to time), and the Plan. For
purposes of these Standard Terms and Conditions and the Grant Notice, any
reference to the Company shall include a reference to any Subsidiary.
2. EXERCISE OF STOCK APPRECIATION RIGHT
The Stock Appreciation Right shall not be exercisable as of the Grant Date
set forth in the Grant Notice. After the Grant Date, to the extent not
previously exercised, and subject to termination or acceleration as
provided in these Standard Terms and Conditions and the Plan, the Stock
Appreciation Right shall be exercisable to the extent it becomes vested,
as described in the Grant Notice. The Participant may exercise any SARs
that have become vested and exercisable by providing written notice of
exercise to the Company specifying the number of SARs to be exercised. As
soon as practicable following receipt of notice of exercise, the Company
shall make a payment to the Participant equal to the excess of (i) the
aggregate Fair Market Value on the date of exercise of the number of
Shares subject to the SARs being exercised over (ii) the aggregate
Exercise Price of the SARs being exercised. Such payment shall be made in
cash, in Shares or in a combination thereof, as determined by the
Committee in its sole discretion.
Fractional shares may not be exercised. To the extent payment is in the
form of Shares of Common Stock, such Shares of Common Stock will be issued
as soon as practical after exercise. Notwithstanding the above, the
Company shall not be obligated to deliver any shares of Common Stock
during any period when the Company determines that the exercisability of
the SAR or the delivery of Shares hereunder would violate any federal,
state or other applicable laws.
3. EXPIRATION OF STOCK APPRECIATION RIGHTS
Except as provided in this Section 3, the Stock Appreciation Rights shall
expire and cease to be exercisable as of the Expiration Date set forth in
the Grant Notice.
A. If the Participant's employment terminates by reason of death or
Disability, the Participant (or the Participant's estate,
beneficiary or legal representative) may exercise the Stock
Appreciation Rights (regardless of whether then vested or
exercisable) until the earlier of (1) the twelve-month anniversary
of the date of such termination of employment and (2) the Expiration
Date.
B. If the Participant's employment terminates for any reason other than
death, Disability or Cause, the Participant may exercise any Stock
Appreciation Rights that are vested and exercisable at the time of
such termination of employment until the earlier of (A) the 90-day
anniversary of the date of such termination of employment and (B)
the Expiration Date. Any portion of the Stock Appreciation Rights
that is not vested and exercisable at the time of such a termination
of employment shall be forfeited and canceled as of the date of
termination of employment.
C. If the Participant's employment is terminated for Cause, the entire
Stock Appreciation Rights, whether or not then vested and
exercisable, shall be immediately forfeited and canceled as of the
date of such termination of employment.
4. CHANGE IN CONTROL
Unless otherwise provided in an employment, severance or other agreement
between the Company and the Participant, the Committee shall determine the
effect of a Change in Control on the Stock Appreciation Rights. Without
limitation, the Committee may provide for the acceleration of vesting and
exercisability of any unvested Stock Appreciation Rights, for a cash
payment based on the Change in Control Price in settlement of the Stock
Appreciation Rights, or for the assumption or substitution of Stock
Appreciation Rights by the Participant's employer (or the parent or an
Affiliate of such employer) that engages the Participant 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
Participant or other subsequent transfers by the Participant of Shares (if
any) issued as a result of the exercise of the Stock Appreciation Right,
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 Participant and other holders of stock appreciation
rights and/or stock options and (c) restrictions as to the use of a
specified brokerage firm for such resales or other transfers.
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6. INCOME TAXES
The Company shall not deliver cash or shares of Common Stock in respect of
the exercise of any Stock Appreciation Right unless and until the
Participant 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 amounts payable
(including, to the extent applicable, Shares of Common Stock) issuable in
connection with the exercise of the Stock Appreciation Rights. The
Participant acknowledges that the Company shall have the right to deduct
any taxes required to be withheld by law in connection with the exercise
of the Stock Appreciation Rights from any amounts payable by it to the
Participant (including, without limitation, future cash wages).
7. NON-TRANSFERABILITY OF STOCK APPRECIATION RIGHTS
The Participant may not assign or transfer the Stock Appreciation Right to
anyone other than by will or the laws of descent and distribution and the
Stock Appreciation Right shall be exercisable only by the Participant
during his or her lifetime. The Company may cancel the Participant's Stock
Appreciation Right if the Participant attempts to assign or transfer it in
a manner inconsistent with this Section 7.
8. THE PLAN AND OTHER AGREEMENTS
In addition to these Terms and Conditions, the Stock Appreciation Rights
shall be subject to the terms of the Plan, which are incorporated into
these Standard Terms and Conditions by this reference. Capitalized terms
not otherwise defined herein shall have the meaning set forth in the Plan.
The Grant Notice, these Standard Terms and Conditions and the Plan
constitute the entire understanding between the Participant and the
Company regarding the Stock Appreciation Rights. Any prior agreements,
commitments or negotiations concerning the Stock Appreciation Rights are
superseded.
9. LIMITATION OF INTEREST IN SHARES SUBJECT TO SARS
Neither the Participant (individually or as a member of a group) nor any
beneficiary or other person claiming under or through the Participant
shall have any right, title, interest, or privilege in or to any shares of
Common Stock allocated or reserved for the purpose of the Plan or subject
to the Grant Notice or these Standard Terms and Conditions except as to
such shares of Common Stock, if any, as shall have been issued to such
person upon exercise of the Stock Appreciation Rights or any part of it.
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 Participant any right to continue in the Company's employ
or service nor limit in any way the Company's right to terminate the
Participant's employment at any time for any reason.
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10. GENERAL
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.
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.
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.
These Standard Terms and Conditions shall be construed in accordance with
and governed by the laws of the State of Delaware, without regard to
principles of conflicts of law.
All questions arising under the Plan or under these Standard Terms and
Conditions shall be decided by the Committee in its total and absolute
discretion.
12. ELECTRONIC DELIVERY
By executing the Grant Notice, the Participant hereby consents to the
delivery of information (including, without limitation, information
required to be delivered to the Participant pursuant to applicable
securities laws) regarding the Company and the Subsidiaries, the Plan, the
Stock Appreciation Rights and the Common Stock via Company web site or
other electronic delivery.
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