EX-10.3



 






Exhibit 10.3




	 	 
	 	




Headquarters

1200 W. Sam Houston Parkway N.

Houston, TX 77043

Phone: 713-973-5389









August 27,
2007



Mr. Mark
Mai

354 Cinnamon Oak

Houston, TX 77079



Dear Mark,



We are
very pleased to offer you the position of Vice President and
General Counsel for Dresser-Rand, reporting to Vince Volpe, President
and CEO. In this role you will be elected an officer of Dresser-Rand,
and have responsibility for the corporate secretary and chief
compliance officer roles. Everyone who met you was impressed with your
experience and knowledge. We hope you are equally as excited about
Dresser-Rand.




Your
annual salary will be $325,000. The annual incentive program bonus
target will be 50% of base salary. Your 2007 bonus payment will be
pro-rated for the actual number of months that you are employed by
D-R in 2007.



You will
be eligible for the Dresser-Rand long term incentive program. You
will receive an initial annual grant valued at $475,000. This grant
will be comprised of 60% stock options and 40% restricted shares, and
will vest in four equal installments beginning February 15,
2008. In addition you will be provided with a sign on grant of
restricted shares valued at $300,000. This grant will vest in two
equal installments beginning February 15, 2008. D-R has adopted four annual fixed dates on which equity grants
are made. You will receive both of these grants on the first fixed
grant date following your hire date. You will also be eligible for an
annual grant in February of 2008, when we expect to make all other
annual long term incentive grants.



The
Company and the Compensation Committee of the Board are currently
reviewing proposals for both change in control and severance programs
to be implemented in 2007. You will be eligible for a change in
control benefit level of no less than one (1) year's
equivalent of salary and annual target bonus. In addition, you will
be eligible for severance of one (1) year's equivalent
base salary plus annual bonus at target if you are terminated by the
company for any reason other than just cause. Both of these programs
will contain terms normal and customary for such agreements.



Participation
in our employee benefit programs will begin on the first of the month
following your start date. You will receive the benefits and
perquisites commensurate with other senior level executives of the
Company, generally, as approved by the Compensation Committee of the
Board of Directors.



All offers
of employment are contingent upon providing the necessary
documentation to ensure compliance with the Immigration Reform and
Control Act of 1986, signing company policy agreements such as our
Code of Conduct, and completing a successful standard pre-employment
drug screening and background check. After we determine your start
date and the transition process, Lynna Bond (713-973-5380) will
be your contact to make arrangements for these procedures.



If you
have any questions, please contact me directly on my cell phone
at 716-378-7379.



Very truly
yours,







/s/ Elizabeth C. Powers



Elizabeth C. Powers

Vice President and Chief Administrative Officer



Cc: Vincent R. Volpe, Jr.



I accept
the offer of employment from Dresser-Rand, as described above.


	 	 	 
	/s/
MARK F. MAI	 	August 28, 2007
	(Signature)	 	(Date)