exv10w27






Exhibit 10.27




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, 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 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. Capitalized terms not defined in this document have the meaning given to
them in Plan or Grant Notice.
	 
	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.




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	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 Retirement (as defined
in Section 13.F below), the Participant (or the Participant’s estate, beneficiary or
legal representative), subject to Section 8, may exercise the Stock Appreciation Rights
vested or exercisable until the Expiration Date. Upon retirement the Stock Appreciation
Rights shall continue to vest in accordance with the Grant Notice. If the Participant’s
employment terminates by reason of death or Disability, the Participant (with
Participant’s estate, beneficiary or legal representative, may exercise the Stock
Appreciation Rights (regardless of whether then vested or exercisable) until the
earlier of (i) the twelve month anniversary of the date of such termination and (ii)
the Expiration Date.
	 
	 	B.	 	If the Participant’s employment terminates for any reason other than death,
Disability, Cause or Retirement, 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




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	 	 	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 the 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.






	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, subject to Section 3.A, 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.	 	RESTRICTED ACTIVITIES






	 	A.	 	By accepting the Stock Appreciation Right, the Participant 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 13.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 Participant’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 Participant’s notice to
the Committee of the Participant’s Retirement and the date of the Participant’s
Retirement (the “Transition Period”), the Participant 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
Participant’s position and responsibilities, including during the Transition Period, he
or she necessarily will be relying on




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	 	 	 	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 Participant 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 Participant will have access to
Confidential Information, including concerning the Transition Process, that could be
used by any competitor of the Company in a manner that would irreparably harm the
Company’s competitive position in the marketplace and dilute its goodwill; (viii)
the Participant’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 Participant 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 Participant represents that he or she will not engage in the
Restricted Activities; (xi) the Company is relying on such representation in
providing the Participant 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 (xii) absent the Participant’s agreement to this Section 8, the Company
would not authorize the Participant to participate in the Transition Process and
engage in other activities that will create new and additional Confidential
Information in an unfettered fashion and would not provide for the extended
exercisability of the Stock Appreciation Right (regardless of whether then vested or
exercisable) upon Retirement as provided for in Section 3.A.






	 	B.	 	The Company, by granting the Stock Appreciation Right, and the Participant, by
accepting the Stock Appreciation Right, thus acknowledge and agree that during the
remaining term of the Participant’s employment with the Company, including the
Transition Period, the Participant (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 Stock Appreciation Right, and the extended exercisability of the Stock
Appreciation Right (regardless of whether then vested or exercisable) upon Retirement
as provided for in Section 3.A, the Participant agrees that:






	 	1.	 	He or she will not engage in any of the Restricted Activities
(as defined in Section 13.D below) during the Restriction Period (as defined in
Section 13.E below);




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	 	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 Stock Appreciation Right
shall immediately expire and cease to be exercisable (regardless of whether
then vested or exercisable) and (y) with respect to any Stock Appreciation
Right that has been exercised, the Participant shall immediately pay to the
Company in cash the payment made to the Participant pursuant to Section 2 for
such Stock Appreciation Right, provided that to the extent such payment was
made in whole or part in Shares, the repayment shall include payment in cash of
the excess of the Fair Market Value on the date of exercise of the Shares
received over the aggregate Exercise Price or, at the Company’s option, the
Participant shall surrender the Shares;
	 
	 	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 Participant
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
Participant’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 Stock Appreciation Right, the Participant 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 Stock Appreciation Right, and the
extended exercisability of the Stock Appreciation Right (regardless of whether then
vested or exercisable) upon Retirement as provided for in Section 3.A; (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 Participant’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
Participant’s post-Retirement activities; (iii) such restrictions are designed to
enforce the Participant’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




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	 	 	 	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 Participant’s agreement to this
Section 8, the Company would not authorize the Participant 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 extended exercisability of the Stock Appreciation Right (regardless
of whether then vested or exercisable) upon Retirement as provided for in Section
3.A.






	 	E.	 	The provisions of Section 3.A providing for the extended exercisability of the
Stock Appreciation Right (regardless of whether then vested or exercisable) upon
Retirement and this Section 8 are mutually dependent and not severable, and the
Participant acknowledges and agrees that the Company would not provide for the extended
exercisability of the Stock Appreciation Right (regardless of whether then vested or
exercisable) upon Retirement as provided for in Section 3.A but for the Participant’s
promises set out in and the enforceability of this Section 8. Accordingly, if Section
8 or any part of it is ever declared to be illegal, invalid, or otherwise unenforceable
in any respect by a court of competent jurisdiction, then the Participant agrees that
(x) the Stock Appreciation Right shall immediately expire and cease to be exercisable
(regardless of whether then vested or exercisable) and (y) with respect to any Stock
Appreciation Right that has been exercised, the Participant shall immediately pay to
the Company in cash the payment made to the Participant pursuant to Section 2 for such
Stock Appreciation Right, provided that to the extent such payment was made in whole or
part in Shares, the repayment shall include payment in cash of the excess of the Fair
Market Value on the date of exercise of the Shares received over the aggregate Exercise
Price or, at the Company’s option, the Participant shall surrender the Shares; 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 Participant and the Company agree that the
restrictions so deemed shall be, and are, automatically reformed to the maximum
limitation permitted by such law.






	9.	 	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.




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	10.	 	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.
	 
	11.	 	GENERAL
	 
	 	 	Except as provided for in Section 8.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.
	 
	 	 	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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	13.	 	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; or (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
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 Participant); 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 Participant.




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	 	C.	 	“Noncompetition Area” shall mean the following geographic areas to the extent
the Participant’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 Participant’s employment by the Company; and (ii) any state or territory of the
United States of America.
	 
	 	D.	 	“Restricted Activities” means:






	 	1.	 	The Participant, 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 Participant’s employment had been
employed by the Company within the previous 12 months, to leave that employment
or cease performing those services;
	 
	 	2.	 	The Participant, 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 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 Participant, 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 Participant’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 Participant’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 Participant has or
had Confidential Information (including without limitation knowledge of or
participation in a bid, proposal, or offer); and the Restricted




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	 	 	 	Activities in D.4 extend only to a (x) the performance by the Participant, directly
or indirectly, of the same or similar activities the Participant 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 Participant’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 Participant’s employment by
the Company and continuing through the date that is three years after the Participant’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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