exv10w28






Exhibit 10.28




DRESSER-RAND GROUP INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS



These Standard Terms and Conditions apply to any Award of restricted stock units granted to an
employee or a nonemployee director of the Company under the Dresser-Rand Group Inc. 2008 Stock
Incentive Plan, as amended (the “Plan”), on or after January 1, 2010, 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 STOCK UNITS
	 
	 	 	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 stock units (the “Award”) specified in the Grant Notice. Each
restricted stock unit represents the right to receive one share of the Company’s Common
Shares, $0.01 par value per share (the “Common Shares”), upon 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 Affiliate, as such term is defined in the Plan. Capitalized terms
not defined in this document have the meaning given to them in Plan or Grant Notice.
	 
	2.	 	VESTING OF RESTRICTED STOCK UNITS
	 
	 	 	The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice
and these Standard Terms and Conditions. After the Grant Date, subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Award
shall become vested as described in the Grant Notice with respect to that number of
restricted stock units as set forth in the Grant Notice. Notwithstanding anything contained
in these Standard Terms and Conditions to the contrary, (i) if the Grantee’s employment or
other service terminates by reason of death or Disability before all of the Restricted Stock
Units have vested, a pro rata portion of the Restricted Stock Units subject to the next
vesting date shall become vested, and, unless otherwise determined by the Committee, the
remaining Restricted Stock Units shall be forfeited and canceled as of the date of such
termination, (ii) subject to Section 9, if the Grantee’s employment or other service
terminates due to the Grantee’s Retirement (as defined in Section 17.F below), the
Restricted Stock Units shall continue to vest under the schedule described in the Grant
Notice, and (iii) if the Grantee’s employment or other service terminates for any reason
other than death, Disability or Retirement, any then unvested Restricted Stock Units held by
the Grantee shall be forfeited and canceled as of the date of such termination. For
purposes of this Section 2, “pro-rata portion” means a percentage, where the numerator is
number of days between (a) the later of the grant date or last vesting date and (b) the
Grantee’s termination, and the denominator is the number of days between (y) the later of
the grant date or the last vesting date and (z) the final vesting date.




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	3.	 	SETTLEMENT OF RESTRICTED STOCK UNITS
	 
	 	 	Vested Restricted Stock Units shall be settled by the delivery to the Grantee or a
designated brokerage firm of one Share per vested Restricted Stock Unit as soon as
reasonably practicable following the vesting of such Restricted Stock Units, and in all
events no later than March 15 of the year following the year of vesting (unless earlier
delivery is required by Section 409A of the Code or delivery is deferred pursuant to a
nonqualified deferred compensation plan in accordance with the requirements of Section 409A
of the Code). Notwithstanding the foregoing, to the extent required to comply with Section
409A of the Code, if the Grantee is a “specified employee” within the meaning of Section
409A of the Code, the delivery of Shares shall be delayed until the six-month anniversary of
the Grantee’s separation from service (within the meaning of Section 409A).
	 
	4.	 	RIGHTS AS STOCKHOLDER
	 
	 	 	The Grantee shall have no voting rights or the right to receive any dividends with respect
to Common Shares underlying Restricted Stock Units unless and until such Common Shares are
reflected as issued and outstanding shares on the Company’s stock ledger.
	 
	5.	 	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 Stock Units. 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 Stock Units, for a cash payment based on the Change in Control Price in
settlement of the Restricted Stock Units, or for the assumption or substitution of
Restricted Stock Units 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. Notwithstanding the foregoing, to the extent that Section 409A of the
Code applies to the Restricted Stock Units, any such action shall be consistent with the
requirements of Section 409A of the Code.
	 
	6.	 	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 Common Shares issued in respect of vested Restricted Stock
Units, 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 the
Grantee and other holders and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers.
	 
	7.	 	INCOME TAXES
	 
	 	 	The Company shall not deliver shares in respect of any Restricted Stock Units unless and
until the Grantee has made arrangements satisfactory to the Committee to satisfy




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	 	 	applicable withholding tax obligations. Unless otherwise permitted by the Committee,
withholding shall be effected by withholding Common Shares issuable in connection with the
delivery of the Restricted Stock Units. The Grantee acknowledges that the Company shall
have the right to deduct any taxes required to be withheld by law in connection wit the
delivery of the Restricted Stock Units from any amounts payable by it to the Grantee
(including, without limitation, future cash wages).






	8.	 	NON-TRANSFERABILITY OF AWARD
	 
	 	 	The Grantee represents and warrants that the Restricted Stock Units 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, the Restricted Stock
Units 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, the Restricted Stock Units 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.
	 
	9.	 	RESTRICTED ACTIVITIES






	 	A.	 	By accepting the Restricted Stock Unit, the Grantee acknowledges and agrees
that (i) the Company is engaged in a highly competitive business; (ii) the Company has
expended considerable time and resources to develop goodwill with its customers,
vendors, and others, and to create, protect, and exploit its Confidential Information
(as defined in Section 17.B below); (iii) the Company must continue to prevent the
dilution of its goodwill and unauthorized use or disclosure of its Confidential
Information to avoid irreparable harm to its legitimate business interests; (iv) the
Grantee’s participation in or direction of the Company’s day-to-day operations and
strategic planning are an integral part of the Company’s continued success and
goodwill; (v) in the period between the Grantee’s notice to the Committee of the
Grantee’s Retirement and the date of the Grantee’s Retirement (the “Transition
Period”), the Grantee will participate in identifying a successor, transitioning his or
her responsibilities to and training a successor, and engaging in other transition
activities (the “Transition Process”); (vi) given the Grantee’s position and
responsibilities, including during the Transition Period, he or she necessarily will be
relying on and/or creating Confidential Information that belongs to the Company and
enhances the Company’s goodwill; during the Transition Process will be transmitting
Confidential Information to his or her successor; and in carrying out his or her
responsibilities, including during the Transition Process, the Grantee in turn will be
relying on the Company’s goodwill and the disclosure by the Company to him or her of
Confidential Information; (vii) the Grantee will have access to Confidential
Information, including concerning the Transition Process, that could be used by any
competitor of the




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	 	 	 	Company in a manner that would irreparably harm the Company’s competitive position
in the marketplace and dilute its goodwill; (viii) the Grantee’s engaging in any of
the Restricted Activities during the Restriction Period would result in the
inevitable disclosure or use of Confidential Information for the Competitor’s
benefit or to the detriment of the Company; (ix) the Grantee will return to the
Company upon Retirement all the Confidential Information, in whatever form or media
and all copies thereof, in his or her possession, custody, or control; (x) by giving
advance notice of his or her Retirement, the Grantee represents that he or she will
not engage in the Restricted Activities; (xi) the Company is relying on such
representation in providing the Grantee continuing access to Confidential
Information and authorizing him or her to engage in the Transition Process and other
activities that will create new and additional Confidential Information during the
Transition Period; and (xi) absent the Grantee’s agreement to this Section 8, the
Company would not authorize the Grantee to participate in the Transition Process and
engage in other activities that provide access to or create new and additional
Confidential Information in an unfettered fashion; and would not provide for the
continued vesting of the Restricted Stock Unit upon Retirement as provided for in
Section 2.






	 	B.	 	The Company, by granting the Restricted Stock Unit, and the Grantee, by
accepting the Restricted Stock Unit, thus acknowledge and agree that during the
remaining term of the Grantee’s employment with the Company, including the Transition
Period, the Grantee (i) will receive Confidential Information that is unique,
proprietary, and valuable to the Company; (ii) will rely on and/or create Confidential
Information that is unique, proprietary, and valuable to the Company; and (iii) will
benefit, including without limitation by way of increased earnings and earning
capacity, from the goodwill the Company has generated and from the Confidential
Information.
	 
	 	C.	 	Accordingly, in consideration of the promises of the Company set out in Section
8.B, the Restricted Stock Unit, and the continued vesting of the Restricted Stock Unit
upon Retirement as provided for in Section 2, the Grantee agrees that:






	 	1.	 	He or she will not engage in any of the Restricted Activities
(as defined in Section 17.D below) during the Restriction Period (as defined in
Section 17.E below);
	 
	 	2.	 	If he or she engages in, or threatens to engage in, any of the
Restricted Activities during the Restriction Period or otherwise violates his
or her obligations under this Section 8, then (x) the Restricted Stock Units
held by the Grantee that have not been settled shall immediately be forfeited
and canceled (regardless of whether then vested or unvested) and (y) with
respect to any Restricted Stock Units that have been settled, the Grantee shall
immediately pay to the Company the fair market value of the Shares associated
with the settlement of the Restricted Stock Units at the time of vesting;




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	 	3.	 	If he or she engages in, or threatens to engage in, any of the
Restricted Activities during the Restriction Period or otherwise violates his
or her obligations under this Section 8, the Company would not have an adequate
remedy at law and would be irreparably harmed and, accordingly, that the
Company shall be entitled to equitable relief, including preliminary and
permanent injunctions and specific performance, in the event the Grantee
engages or threatens to engage in any of the Restricted Activities during the
Restriction Period or otherwise violates his or her obligations under this
Section 8, without the necessity of posting any bond or proving special damages
or irreparable injury; and
	 
	 	4.	 	Neither Section 8.C.2 nor Section 8.C.3 constitute the
Company’s exclusive remedy for a breach or threatened breach of the Grantee’s
obligations under this Section 8, but shall be in addition to all other
remedies available to the Company at law or equity.






	 	D.	 	By accepting the Restricted Stock Unit, the Grantee acknowledges and agrees
that (i) the restrictions contained in this Section 8 are ancillary to an otherwise
enforceable agreement, including without limitation the mutual promises and
undertakings set out in Section 8.A and B, the Restricted Stock Unit, and the continued
vesting of the Restricted Stock Unit upon Retirement as provided for in Section 2; (ii)
the Company’s promises and undertakings set out in these Standard Terms and Conditions,
and in particular Section 8.B, the Grant Notice, and the Plan, and the Grantee’s
position and responsibilities with the Company and his or her promises and undertakings
set out in Section 8.A, give rise to the Company’s interest in restricting the
Grantee’s post-Retirement activities; (iii) such restrictions are designed to enforce
the Grantee’s promises and undertakings set out in Section 8.A and his or her
common-law obligations and duties owed to the Company; (iv) the restrictions are
reasonable and necessary, are valid and enforceable, and do not impose a greater
restraint than necessary to protect the Company’s goodwill, Confidential Information,
and other legitimate business interests; (v) he or she will immediately notify the
Company in writing should he or she believe or be advised that the provisions of this
Section 8 are not, or likely are not, valid and enforceable; (vi) he or she will not
challenge the enforceability of this Section 8; (vii) absent the Grantee’s agreement to
this Section 8, the Company would not authorize the Grantee to participate in the
Transition Process and engage in other activities that provide access to or create new
and additional Confidential Information in an unfettered fashion and would not provide
for the continued vesting of the Restricted Stock Unit upon Retirement as provided for
in Section 2.
	 
	 	E.	 	The provisions of Section 2 providing for the continued vesting of the
Restricted Stock Unit upon Retirement and this Section 8 are mutually dependent and not
severable, and the Grantee acknowledges and agrees that the Company would not provide
for the continued vesting of the Restricted Stock Unit upon Retirement as provided for
in Section 2 but for the Grantee’s promises set out in and the enforceability of this
Section 8. Accordingly, if Section 8 or any part of it is ever




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	 	 	 	declared to be illegal, invalid, or otherwise unenforceable in any respect by a
court of competent jurisdiction, then the Grantee agrees that (x) the Restricted
Stock Units held by the Grantee that have not been settled shall immediately be
forfeited and canceled (regardless of whether then vested or unvested) and (y) with
respect to any Restricted Stock Units that have been settled, the Grantee shall
immediately pay to the Company the fair market value of the Shares associated with
the settlement of the Restricted Stock Units at the time of vesting; provided that
if the scope of the restrictions in this Section 8 as to time, geography, or scope
of activities are deemed by court of competent jurisdiction to exceed the
limitations permitted by applicable law, the Grantee and the Company agree that the
restrictions so deemed shall be, and are, automatically reformed to the maximum
limitation permitted by such law.






	10.	 	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
Stock Units to any such Grantee is contingent upon the Grantee executing and returning any
such addendum in the manner directed by the Company.
	 
	11.	 	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.
	 
	12.	 	SEVERABILITY
	 
	 	 	Except as provided for in Section 9.E, 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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	13.	 	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.
	 
	14.	 	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.
	 
	15.	 	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.
	 
	16.	 	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 Stock Units via Company web site or other electronic delivery.
	 
	17.	 	DEFINITIONS
	 
	 	 	For purposes hereof, the following terms shall have the following meanings:






	 	A.	 	“Competitor” shall mean any person or entity that carries on business
activities in competition with the activities of the Company, including but not limited
to (i) suppliers of rotating equipment, services and solutions for applications in the
oil, gas, petrochemical and process industries including for oil and gas production;
high-pressure gas injection, gas lift and other applications for enhanced oil recovery;
natural gas production and processing; gas liquefaction; gas gathering, transmission
and storage; hydrogen, wet and coker gas, synthesis gas, carbon dioxide and other
applications for the refining, fertilizer and petrochemical markets; (ii) several
applications for the armed forces; (iii) applications for general industrial markets
such as paper, steel, sugar, and distributed and independent power generation; (iv)
competing environmental solutions such as compressed air energy storage, combined heat
and power, air separation, bio fuels, and wave or wind energy; or (v) servicing the
Company’s installed base of equipment, and the installed base of the Company’s class of
equipment of other suppliers through the provision of parts, repairs, overhauls,
operation and maintenance, upgrades, revamps, applied technology solutions, coatings,
field services, technical support and other extended services. The term “Competitor”
specifically includes but is not limited to the centrifugal turbo and reciprocating




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	 	 	 	compressor, steam and gas turbine, rotating machinery, related aftermarket parts and
services (including repairs, revamps, re-rates, upgrades, applied technology,
overhauls, remanufacturing, installation and start-up) and other competing
businesses of (x) GE Oil & Gas/Nuovo Pignone, Siemens (including TurboCare), Solar
Turbines, Inc., Rolls-Royce Group plc, Elliott Company, General Electric, Alstom,
Mitsubishi Heavy Industries, Hitachi, MAN Turbo, Hickham USA, Sulzer Turbo Services,
Wood Group, Burckhardt Compression, Neuman & Esser Group, Ariel Corp., Thomassen
Mitsui & Co., Ltd., Ebara, Shin Nippon Machinery Co. Ltd., Caterpillar Inc., Solar,
Hoerbiger, or, if those corporate names are not formally correct, the businesses
commonly referred to by those names; and (y) the successors to, assigns of, and
affiliates of the persons or entities described in clause (x).






	 	B.	 	“Confidential Information” shall mean, without limitation, all documents or
information, in whatever form or medium, or consisting of knowledge or “know-how”
whether or not recorded in any medium, concerning or evidencing sales; costs; pricing;
strategies; forecasts and long range plans; financial and tax information; personnel
information (including without limitation compensation, other terms of employment, or
performance other than as concerns solely the Grantee); business, marketing and
operational projections, plans, and opportunities; and customer, vendor, and supplier
information; but excluding any such information that is or becomes generally available
to the public other than as a result of any unauthorized disclosure or breach of duty
by the Grantee.
	 
	 	C.	 	“Noncompetition Area” shall mean the following geographic areas to the extent
the Grantee’s duties and responsibilities for the Company take or took place anywhere
in or are or were directed at any part of: (i) any foreign country in which the Company
has provided, sold, or installed its services, products, or systems or has definitive
plans to provide, sell, or install its services, products, or systems during the
Grantee’s employment by the Company; and (ii) any state or territory of the United
States of America.
	 
	 	D.	 	“Restricted Activities” means:






	 	1.	 	The Grantee, whether on his or her own behalf or on behalf of
any other individual, partnership, firm, corporation, or business organization,
either directly or indirectly soliciting, inducing, persuading, or enticing, or
assisting another to solicit, induce, persuade, or entice, any person who is
then employed by or otherwise engaged to perform services for the Company, or
any person who at the time of the Grantee’s conduct had been employed by the
Company within the previous 12 months, to leave that employment or cease
performing those services;
	 
	 	2.	 	The Grantee, whether on his or her own behalf or on behalf of
any other individual, partnership, firm, corporation, or business organization,
either directly or indirectly soliciting, inducing, persuading, or enticing, or
assisting another to solicit, induce, persuade, or entice, any person or




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	 	 	 	entity who is then a customer, supplier, or vendor of the Company to cease
being a customer, supplier, or vendor of the Company or to divert all or any
part of such person’s or entity’s business from the Company; and






	 	3.	 	The Grantee, whether on his or her own behalf or on behalf of
any other individual, partnership, firm, corporation, or business organization,
either directly or indirectly soliciting, inducing, persuading, or enticing, or
assisting another to solicit, induce, persuade, or entice, any person or entity
who is a potential customer, supplier, or vendor of the Company, or at the time
of the Grantee’s conduct was a potential customer, supplier, or vendor of the
Company within the previous 12 months, not to become a customer, supplier, or
vendor of the Company or to divert all or any part of such person’s or entity’s
business from the Company; and
	 
	 	4.	 	The Grantee’s association directly or indirectly, as an
employee, officer, director, agent, partner, stockholder, owner, member,
representative, financial contributor, or consultant, with any Competitor.






	 	 	 	With respect to the post-Retirement Restriction Period, the Restricted Activities in
D.2 and D.3 extend only to a customer, supplier, or vendor or prospective customer,
supplier, or vendor with respect to whom or whose business the Grantee has or had
Confidential Information (including without limitation knowledge of or participation
in a bid, proposal, or offer); and the Restricted Activities in D.4 extend only to a
(x) the performance by the Grantee, directly or indirectly, of the same or similar
activities the Grantee performed for the Company prior to Retirement or such other
activities that by their nature are likely to lead to the disclosure of Confidential
Information; and (y) that take place anywhere in, or are directed at any part of,
the Noncompetition Area. The “Restricted Activities” do not extend to the Grantee’s
investment in stock or other securities of a Competitor listed on a national
securities exchange or actively traded in the over-the-counter market if he or she
and the members of his or her immediate family do not, directly or indirectly, hold
more than a total of 5% of all such shares of stock or other securities issued and
outstanding.
	 
	 	E.	 	“Restriction Period” shall mean the period of the Grantee’s employment by the
Company and continuing through the date that is three years after the Grantee’s
Retirement.
	 
	 	F.	 	“Retirement” shall mean the Participant’s voluntary termination of employment
or other service from the Company after the Participant has attained age sixty-two and
completed at least ten years of continuous service with the Company as of the date of
termination or has attained age sixty-five and completed at least five years of
continuous service with the Company as of the date of termination and in either event
with the express intent not to engage in any of the Restricted Activities after
termination, provided that the Participant has provided the Committee at least one
year’s advance notice of such retirement.






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