Unassociated Document


    

      Exhibit
10.2


       

      CONFIDENTIALITY,
NON-COMPETE, SEVERANCE,

      AND
CHANGE IN CONTROL AGREEMENT

      


      This
Confidentiality, Non-Compete, Severance, and Change in Control Agreement (the
“Agreement”) is entered into as of this ____ day of _________, 20__, by and
between _____________________, a French national, born on _________________, in
_______________________, residing at ____________________________________, with
social security number _________________________ (“Executive”), Dresser-Rand
S.A, a French corporation, registered with the Registry of Commerce of _____
under number ______, having its registered offices at _____________, duly
represented by ________________, ________________________, Dresser-Rand S.A.
(the “Company”), and Dresser-Rand Group Inc., a Delaware corporation with a
principal place of business in Houston, Texas (“D-R Group”).

       

      WHEREAS,
Executive is currently employed with the Company and, by virtue of that
employment will receive access to competitively sensitive, confidential,
proprietary and trade secret information relating to the current and planned
business of the Company and its Affiliates; and

       

      WHEREAS,
the Company and Executive wish to make certain arrangements to protect the value
of such information to the Company and its Affiliates during Executive’s
employment and following such time as Executive’s employment with the Company
may end; and

       

      WHEREAS,
in exchange for such protections and in recognition of Executive’s anticipated
contributions to the Company, the Company, D-R Group and Executive wish further
to make arrangements for the potential payment of a contractual severance
indemnity following the conclusion of Executive’s employment with the Company
under certain circumstances, including following a change in control of D-R
Group as set forth herein.

       

      NOW,
THEREFORE, in consideration of the mutual representations, warranties, covenants
and agreements set forth herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      1.           DEFINITIONS.

       

      (a) Affiliate.  For purposes of this Agreement,
“Affiliate” shall mean any
corporation, limited liability company or similar entity which is under the
control of the Company or under common control with the
Company.

       

      (b) Base
Salary.  For purposes of this Agreement, “Base Salary” shall
mean the annualized rate of salary authorized and being paid to Executive as of
the date in question, excluding any bonus, incentive plan payments, benefits,
equity compensation, and other forms of compensation that are not paid to
Executive on a regular, recurring basis under the Company’s standard payroll
practices.


       

      (c) Change in
Control.  For purposes of this Agreement, a “Change in Control”
shall mean the first to occur of any of the following events:

       

      (i)           during
any 12-month period, the members of the Board (the “Incumbent Directors”) cease
for any reason other than due to death or disability to constitute at least a
majority of the members of the Board, provided that any director whose election,
or nomination for election by D-R Group’s stockholders, was approved by a vote
of at least a majority of the members of the Board who are at the time Incumbent
Directors shall be considered an Incumbent Director, other than any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board;

      


      (ii)          the
acquisition or ownership by any individual, entity or "group" (within the
meaning of  Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), other than D-R Group or any of its Affiliates
or Subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by D-R Group or any of its Affiliates or Subsidiaries, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 50% or more of the combined voting power of D-R Group's then outstanding
voting securities entitled to vote generally in the election of
directors;

      


      (iii)         the
merger, consolidation or other similar transaction of D-R Group, as a result of
which the stockholders of D-R Group immediately prior to such merger,
consolidation or other transaction, do not, immediately thereafter, beneficially
own, directly or indirectly, more than 50% of the combined voting power of the
voting securities entitled to vote generally in the election of directors of the
merged, consolidated or other surviving company; or
 

      
        
           


        

        
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      (iv)         the
sale, transfer or other disposition of all or substantially all of the assets of
D-R Group to one or more persons or entities that are not, immediately prior to
such sale, transfer or other disposition, Affiliates of D-R Group.

       

      A “Change
in Control” shall not be deemed to occur if the Company undergoes a bankruptcy,
liquidation or reorganization under the United States Bankruptcy
Code.

       

      (d)   
   Date
of Termination.  For purposes of this Agreement, “Date of
Termination” shall mean the date on which Executive’s termination of employment
with the Company and any Affiliate occurs.

       

      (e)       Effective
Date.  The Effective Date of this Agreement shall be the date
first indicated above.

       

      (f)       
Parent Company.
For purposes of this Agreement, "Parent Company" shall mean Dresser-Rand Group
Inc.

       

      (g)     
 Person.  For
purposes of this Agreement, “Person” shall mean an individual, corporation,
partnership, limited liability company, limited liability partnership,
syndicate, person, trust, association, organization, or other entity, including
any Governmental Entity, and including any successor, by merger or otherwise, of
any of the foregoing.

       

      2.           EMPLOYMENT.  Executive
acknowledges and agrees that nothing herein shall be construed as a guarantee of
continued employment for a specific period or under particular terms or
otherwise as having altered the Executive status as employee of the Company.
 

      
        
           


        

        
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      3.           CONFIDENTIALITY,
NONCOMPETITION, ETC.

       

      (a) Confidentiality.

       

      (i)           Executive
acknowledges that the business of the Company is intensely competitive and that
Executive's employment by the Company has required and will require that
Executive have access to and knowledge of confidential information of the
Company and its Affiliates, which the Company or such Affiliates has provided to
Executive in the past and the Company hereby agrees to continue to provide to
Executive during his future employment as necessary to perform his assigned
duties.  Such confidential information includes, but is not limited
to, formulae, manufacturing processes, distribution systems, research and
development methods and techniques, the identity of customers, the identity of
the representatives of customers with whom the Company or its Affiliates has
dealt, the kinds of services provided by the Company and its Affiliates to
customers and offered to be performed for potential customers, the manner in
which such services are performed or offered to be performed, the service needs
of actual or prospective customers, pricing information, information concerning
the creation, acquisition or disposition of products and services, customer
maintenance listings, computer software applications and other programs,
personnel information and other trade secrets (the “Confidential
Information”).  Confidential Information shall not include information
which (w) was publicly available prior to the date hereof, (x) was known by
Executive from a source other than through Executive's employment with, or
service as a director of, the Company, (y) is acquired by Executive from a third
party who was not subject to any restrictions as to its disclosure, or (z)
becomes publicly available subsequent to the date hereof, other than as a result
of an action by Executive.  Executive expressly acknowledges the trade
secret status of the Confidential Information and that the Confidential
Information constitutes a protectible business interest of the
Company.  Executive further acknowledges that the direct or indirect
disclosure of any such Confidential Information would place the Company at a
competitive disadvantage and would do damage, monetary or otherwise, to the
Company's business and that the engaging by Executive in any of the activities
prohibited by this Section 3 may constitute improper appropriation and/or use of
such information and trade secrets.

       

      (ii)           The
Company and Executive agree that, for purposes of this Section 3, except as
otherwise provided, the business of the Company shall mean the businesses
conducted by the Company, its Parent Company, and its Affiliates during the
period of Executive's employment by the Company.  Executive
acknowledges that the Company engages in its business throughout the
world.

       

      (iii)         During
Executive's employment by the Company and at all times following the termination
of Executive's employment for any reason, Executive shall not, directly or
indirectly, whether individually, as a director, stockholder, owner, partner,
employee, principal or agent of any business, or in any other capacity, make
known, disclose, furnish, make available or utilize any of the Confidential
Information, other than in the proper performance of the duties contemplated
herein, or as required or requested by a court of competent jurisdiction or
other administrative or legislative body; provided, however, that, in such event, Executive
shall promptly notify the Company so that the Company may seek a protective
order or other appropriate remedy.  If reasonably practicable,
Executive shall notify the Company prior to disclosing any of the
Confidential Information to a court or other administrative or legislative body.
Executive agrees to return all Confidential Information, including all
photocopies, extracts and summaries thereof, and any such information stored
electronically on tapes, computer disks or in any other manner to the Company at
any time upon request by the Company and upon the termination of his employment
for any reason.


      
        
           


        

        
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      (b) Non-Competition.  Executive
has had principle responsibility for the profit and loss of the business of the
Company and its Affiliates in the European Served Area (“ESA”) and for North
American Operations (“NAO”).  ESA includes Europe (East and West),
Asia and the Middle East. NAO includes Canada, the United States and Mexico. For
a period of 1 year, renewable once, following the termination of Executive’s
employment with the Company, Executive shall not in the territory covered by ESA
or NAO, directly or indirectly, engage in Competition (as defined below); provided, however, that it
shall not be a violation of this sub-paragraph for Executive to become the
registered or beneficial owner of up to five percent (5%) of any class of
the capital stock of a  competing corporation listed on a regulated
stock exchange, provided that Executive does not actively participate in the
business of such corporation until such time as this covenant expires. The
Company may not renew the non-compete period beyond the initial one-year period
unless Executive’s contract is terminated within 2 years of a Change in
Control.

       

      (c) Definition of
Competition.  As used herein, business is directly competitive
with the business of the Company and a business or organization directly
competes with the business of the Company when such business or organization
involves, directly or indirectly, rotating equipment as used by the oil, gas,
petrochemical, and process industries, including compressors (whether
centrifugal, reciprocating or others), steam and gas turbines, expanders,
turbine packages, and control systems, and the design, manufacture, assembly,
sales, repair and servicing of any of the foregoing.

       

      For
purposes of this Agreement, “Competition” means, for Executive's benefit or for
the benefit of any other Person, firm or entity, any of the
following:

       

      (i)           engaging
in, or otherwise being employed by or acting as a consultant or lender to, or
being a director, officer, employee, principal, licensor, trustee, broker,
agent, stockholder, member, owner, joint venturer or partner of, any other
business or organization which directly competes with the business of the
Company;

       

      (ii)          soliciting
from any customer doing business with the Company or its Affiliates as of
Executive's Date of Termination business directly competitive with the business
of the Company with such customer or such party;

       

      (iii)         soliciting
from any potential customer of the Company or its Affiliates known to Executive business
directly competitive with the business of the Company which has been the subject
of a written or oral bid, offer or proposal by the Company known to Executive, or of
substantial preparation known to
Executive with a view to making such a bid, proposal or offer, within
six (6) months prior to Executive's Date of Termination; or

       

      (d) Waiver of Non-Compete
Covenant. The Company may waive application of the non-compete covenant
by notifying Executive in writing within eight (8) days of notification of the
termination of Executive’s employment with the Company.
 

      
        
           


        

        
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      (e) Remuneration of
Non-Competition Covenant. If the non-compete covenant has not been waived
pursuant to (d) above, following termination of the employment contract, the
Company will pay to Executive an indemnity equal to 5/10th of
Executive’s average monthly salary and contractual premiums that Executive
received during the last 12 months of employment of Executive with the Company.
In case of dismissal for cause other that serious or very serious misconduct
(“faute grave ou faute
lourde”), this indemnity will be raised to 6/10th of that
average, for as long as Executive shall not have found new employment, and for a
maximum duration equal to the duration of the non-compete covenant. The
non-compete indemnity will be paid monthly for the duration of the non-compete
covenant, and for as long as the Employee will have observed it
strictly.

       

      (f) Solicitation of Company
Employees.  During Executive’s employment with the Company and
continuing through the date that is three (3) years after Executive’s Date of
Termination for any reason, Executive will not solicit the employment or
services of, or hire, any individual who is employed by or known by Executive to be a consultant
to the Company or any of its Affiliates.  In the event Executive’s
employment with the Company has ended, the foregoing restriction on solicitation
and hiring shall apply to any individual who was employed by or known by
Executive to be a consultant to the Company or any of its Affiliates upon the
Date of Termination or within six (6) months prior thereto, unless such
Person is not an employee of, or a consultant to, the Company or any of its
Affiliates at the time of such solicitation by Executive and has not been an
employee of, or consultant to the Company or any of its Affiliates for
six (6) months prior thereto.

       

      (g)          Acknowledgements Regarding
Covenants.  Executive acknowledges that (i) in view of the
Executive’s very senior position in the Company and the group of companies the
Company belongs to, the scope and duration of the restrictive covenants
contained herein are reasonable and necessary to protect the value of the
Company’s and its Affiliates’ Confidential Information given the nature of such
Confidential Information and of the Company’s business; and (ii) the
restrictive covenants and the other agreements contained herein are an essential
part of this Agreement.  Executive further represents and warrants and
acknowledges and agrees that Executive has been, or has had the opportunity to
be, fully advised by counsel in connection with the negotiation, preparation,
execution and delivery of this Agreement, and that, having regard to Executive’s
training and qualifications, this covenant does not affect Executive’s ability
to find other employment.

       

      (h)          Non-Disparagement.  Executive
agrees that both during and after termination of this Agreement he shall not
make any statement, written or verbal, in any forum or media, or take any
action, that is intended to injure or damage the goodwill, reputation or
business prospects of the Company or its Affiliates; provided, however, that the
foregoing shall not apply to or restrict in any way the communication of
information by Executive to any state or federal law enforcement or
administrative agency or in a court, arbitration or administrative proceeding,
and Executive will not be in breach of the covenant contained above solely by
reason of such communication or testimony.

       

      
        
           


        

        
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      (i) Remedies.  In
the event Executive breaches any of the provisions of this Section 3, the
Company shall have the following rights and remedies, each of which shall be
independent of the others and severally enforceable, and each of which shall be
in addition to, and not in lieu of, any other rights or remedies available to
the Company or any of its subsidiaries, Affiliates, successors or assigns at law
or in equity under this Agreement or otherwise:

       

      (i)           The
right and remedy to have each and every one of the covenants in this Section 3
specifically enforced and the right and remedy to obtain injunctive relief, it
being agreed that any breach or threatened breach of any of the non-competition
or other restrictive covenants and agreements contained herein would cause
irreparable injury to the Company, its Parent Company and its subsidiaries,
Affiliates, successors or assigns and that money damages would not provide an
adequate remedy at law to the Company, its Parent Company and its subsidiaries,
Affiliates, successors or assigns.

       

      (ii)           Without
prejudice of the rights and remedies set out at (i) above, any breach of each
and every one of the covenants in this Section 3 will cause Executive to be
automatically liable to the Company for a penalty hereby set at a lump-sum
corresponding to the last twelve (12) months of gross base salary received by
Executive under his employment with the Company; this penalty will be payable
for each occurrence, without a formal injunction to discontinue the forbidden
activity being required from the Company.

       

      (iii)           Executive
acknowledges and agrees that the restrictive covenants and agreements contained
herein are reasonable and valid in geographic, temporal and subject matter scope
and in all other respects.  If, however, any arbitrator or court
subsequently determines that any of such covenant or agreement, or any part
thereof, is invalid or unenforceable as written, then such provision shall be
reformed to the extent necessary (and to no greater extent) to be valid and
enforceable.  If such provision cannot be so reformed, it shall be
deemed struck by the parties and the remainder of such covenants and agreements
shall not thereby be affected and shall be given full effect without regard to
the invalid portions.

       

      4.           RETURN OF COMPANY
PROPERTY.  Executive agrees that following the termination of
employment for any reason, Executive shall return all property of the Company
and any of its subsidiaries, Affiliates and any divisions thereof which is then
in or thereafter comes into Executive's possession, including, but not limited
to, documents, contracts, agreements, plans, photographs, books, notes,
electronically stored data and all copies of the foregoing as well as any
automobile or other materials or equipment supplied by the Company to
Executive.
 

      
        
           


        

        
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      5.           SEVERANCE UPON TERMINATION
WITHOUT CHANGE IN CONTROL.

       

      (a) Severance
Payments.  In case of termination by the Company of Executive’s
employment with the Company, for any reason other than dismissal for serious or
very serious misconduct (faute
grave ou faute lourde), and except in case of Termination Following a
Change in Control as set forth at Section 6 below, to the extent that the sum of
the Non-Compete payment provided at Section 3 (e) above and the dismissal
indemnity set forth by article 29 of the National Collective Bargaining
Agreement of Engineers and Managers of the Metal Industry (the “CBA”) (Amount
A), is less than the “Standard Severance Amount” defined in Schedule A (Amount
B), D-R Group will pay Executive the difference between Amount B and Amount A on
the date of the first anniversary of the start of the Non-Compete period
provided that the Executive shall have complied with Section 7
hereof.

       

      6.           SEVERANCE UPON TERMINATION
FOLLOWING A CHANGE IN CONTROL.

       

      (a) Termination Following Change
in Control.  In the event Executive's employment with the
Company shall be terminated  by the Company within two (2) years
following the occurrence of a Change in Control, for any reason other than
dismissal for serious or very serious misconduct, to the extent that the sum of
the Non-Compete payment provided at Section 3 (e) above and the dismissal
indemnity set forth by article 29 of the CBA (Amount A) is less than the
“Change-In-Control Severance Amount” defined in Schedule A (Amount C), D-R Group
will pay Executive the difference between Amount C and Amount A on the date of
the second anniversary of the start of the Non-Compete period provided that
Executive shall have complied with Section 7 hereof..

       

      7.     
     RELEASE REQUIREMENTS FOR
POST TERMINATION PAYMENTS.  As condition to the receipt of any
incremental difference between on one hand Amount A and on the other hand either
Amount B or C pursuant to Section 5 or Section 6, respectively from
D-R Group,  Executive shall execute the Release Agreement in the form
attached hereto as
Schedule B; provided that Executive shall not be expected to waive
any rights accruing under this Agreement; and provided further that if Executive
refuses to sign such release Executive will still be bound to his obligations
under this Agreement.  Notwithstanding the foregoing, nothing
in the required release or in any other provision of this Agreement shall alter
any rights Executive may have (i) with regard to equity awards pursuant to the
controlling grant agreements and plan documents, and (ii) with regard to
indemnification rights that may exist by virtue of Executive’s previous
employment with the Company or service as an officer of D-R
Group.
 

      
        
           


        

        
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    8.           ENTIRE
AGREEMENT.  This Agreement sets forth the entire agreement
between the parties with respect to its subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature between them with respect to said subject matter.  This
Agreement may not be changed or modified except by an agreement in writing,
signed by the parties hereto.

     

    9.           WAIVER.  The
failure of either party to this Agreement to enforce any of its terms,
provisions, or covenants shall not be construed as a waiver of the same or of
the right of such party to enforce the same.  Waiver by either party
hereto of any breach or default by the other party of any term or provision of
this Agreement shall not operate as a waiver of any other breach or
default.

     

    10.         SEVERABILITY.  In
the event that any one or more of the provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remainder of the Agreement shall not in any way be
affected or impaired thereby.  Moreover, if any one or more of the
provisions contained in this Agreement shall be held to be excessively broad as
to duration, activity or subject, such provisions shall be construed by limiting
and reducing them so as to be enforceable to the maximum extent allowed by
applicable law.

     

    11.         GOVERNING
LAW.  This Agreement shall be governed by and construed in
accordance with French Law.

     

    12.         JURISDICTION;
FORUM.  Any dispute arising out of all or part of the terms of
this Agreement will be subject to the jurisdiction of the French labor court
territorially that is competent pursuant to applicable legal provisions.


     

    13.         INTERPRETATION.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.  Whenever the words “include” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without
limitation.”

     

    14.         COUNTERPARTS.  This
Agreement will be executed in two counterparts, which, together, shall
constitute one and the same agreement.

     

    15.         CONFLICT.  In the event of a conflict between the
terms of this Agreement and the terms of any present plan, policy or procedure
of the Company or any agreement between the Company and Executive existing at
the time of this Agreement, including but not limited to a stock option
agreement or a restricted share agreement, the terms of this Agreement shall
take precedence and govern.


    
      
         


      

      
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    16.         TERM AND
TERMINATION.  The term of this Agreement (the “Term”) shall
commence on the Effective Date and end on the anniversary of the Effective Date
first following six months prior notice by the Company of its election to
terminate the Agreement, unless prior to the Company giving such notice or prior
to the date the Agreement would otherwise terminate, either:

     

    (a) the
employment of Executive is terminated by the Company for any reason other than
dismissal for serious or very serious misconduct (faute grave ou faute
lourde) (and provided that such termination
is not within two (2) years following a Change in Control as defined in Section
7), in which case the Term shall end on the last day of the one-year period
following the Date of Termination; or

     

    (b) a Change
in Control shall have occurred, in which case the Term shall end on the last day
of the two-year period beginning on the date following the occurrence of a
Change in Control

     

    (as applicable, the “Agreement Termination
Date”).  The rights and obligations of the parties hereunder arising
before, on, or after the Agreement Termination Date, including, without
limitation, the obligation of the Company to make payments pursuant to
Paragraphs 5 and 6, if any, and the obligations of the Executive to honor the
restrictive covenants shall survive the termination of the Agreement until fully
discharged or satisfied.

     

    [SIGNATURE PAGE FOLLOWS]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have duly executed this
Agreement

     

    In
[location]

     

    On
[date]

     

    
      
        
          
            	
                    DRESSER-RAND
      S.A.

                  
	 
      	 
      
	
                    By:  

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      	 
      
	
                    DRESSER-RAND
      GROUP INC.

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      	 
      
	
                    EXECUTIVE

                  
	 
      	 
      
	
                    By:

                  	
                    *

                  


          

        

      

    

    


    *: Signature preceded by the
mention: “lu et
approuvé, bon pour accord” (“read and approved, valid
for agreement”)


    
      
         


      

      
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    SCHEDULE
A

    


    For
purposes of the foregoing Agreement, the additional terms listed below shall
have the definitions indicated.

     

    
    

                           (a)  Standard
Severance Amount.  For purposes of this Agreement, “Standard Severance
Amount” shall mean an amount equal to ______ times Executive’s Base Salary
(determined as of the Date of Termination).

     

                           (b)  Change-In-Control
Severance Amount.  For purposes of this Agreement, “Change-In-Control
Severance Amount” shall mean an amount equal to ______ times Executive’s Base
Salary and annual incentive at target (determined as of the Date of
Termination).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
B

    


    DO
NOT SIGN PRIOR TO

    FINAL DAY OF
EMPLOYMENT

    


    RELEASE
AGREEMENT

    


    This
RELEASE AGREEMENT (“Release Agreement”)
is made between DRESSER-RAND GROUP INC., a Delaware corporation (the “Company”) and
Jean-Francois Chevrier (“Executive”).

    


    WITNESSETH

    


    WHEREAS, Executive and an affiliate of
the Company have entered into an Confidentiality, Non-Compete, Severance, and
Change In Control Agreement dated as of _______  ___, 2009 (the “Agreement”);

    


    WHEREAS, pursuant to Section 5 and 6 of
the Agreement, the Company has agreed to provide certain payments to Executive
if Executive executes this Release Agreement; and

    


    WHEREAS, this Release Agreement and the
Company's obligations under Sections 5 and 6 of the Agreement (as may be
applicable) shall become effective only upon the “Effective Date” of this
Release Agreement (as defined below).

    


    NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is
mutually acknowledged, the Company and Executive agree as follows:

    


    1.           Release.

     

    (a)           Executive,
on behalf of himself, his heirs, executors, administrators, successors and
assigns, hereby irrevocably and unconditionally releases the Company and its
subsidiaries, divisions and Affiliates, together with their respective owners,
assigns, agents, directors, partners, officers, employees, attorneys and
representatives and any of their predecessors and successors and each of their
estates, heirs and assigns (collectively, the “Company Releasees”)
from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, causes of action, rights, costs, losses, debts and
expenses of any nature whatsoever, known or unknown, which Executive or his
heirs, executors, administrators, successors or assigns ever had, now have or
hereafter can, will or may have (either directly, indirectly, derivatively or in
any other representative capacity) by reason of any matter, fact or cause
whatsoever against the Company or any of the other Company Releasees from the
beginning of time to the date of this Release Agreement, except those claims
which can not be released as a matter of law.  This release includes,
without limitation, all claims arising out of, or relating to, Executive's
employment and/or end of his employment with the Company and all claims arising
under any federal, state and local labor, employment and/or anti-discrimination
laws including, without limitation, the federal Age Discrimination in Employment
Act, the Employee Retirement Income Security Act, the Americans with
Disabilities Act, Title VII of the Civil Rights Act of 1964, the Family and
Medical Leave Act, the Civil Rights Act of 1991, the Texas Commission on
Human Rights Act, and comparable federal, state, and local statutes and
ordinances, each as amended.  Notwithstanding the foregoing, this
release shall not include any ongoing obligations of the Company under the
Agreement (including but not limited to the
obligation to provide severance pay and benefits to the Executive under Sections
5 and 6 thereof) and any rights provided under the Company’s bylaws and the
Company’s benefit plans and agreements with Executive related
thereto, including but not limited to stock options, and restricted stock plans
and agreements. 


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)           Executive
shall execute the Release Agreement on a date which is no earlier than the date
upon which Executive's employment is terminated.

     

    (c)           Executive
acknowledges and agrees that the Company has fully satisfied any and all
obligations owed to Executive arising out of Executive's employment with the
Company, exclusive of any ongoing obligations of
the Company under the Agreement (including but not limited to the obligation to
provide severance pay and benefits to the
Executive under Sections 5 and 6 thereof) and any rights provided under the
Company’s bylaws and the
Company’s benefit plans and agreements with Executive related
thereto, including but not limited to stock options, and
restricted stock plans and agreements.  Executive further
acknowledges and agrees that the Company and the other Company Releasees have
fully complied with their COBRA continuation coverage obligations.

     

    (d)           Executive
represents that he has no complaints, charges, or lawsuits pending against the
Company or any of the other Company Releasees.  Executive further
covenants and agrees that neither he nor his heirs, executors, administrators,
successors or assigns will be entitled to any Personal recovery in any
proceeding of any nature whatsoever against the Company or any of the other
Company Releasees arising out of any of the matters released in this Section
1.

     

    (e)           Executive
has resigned from all positions, if any, with the board of directors of the
Company and any officer and/or director positions of any parent, subsidiary, or
Affiliate of the Company.

     

    2.           Return of
Company Property.  Executive represents and agrees that
Executive has returned to the Company all property of the Company or any of the
Company Releasees, including, but not limited to, documents, contracts,
agreements, plans, photographs, books, notes, reports, files, memoranda, records
and software, credit cards, cardkey passes, door and file keys, computer access
codes or disks and instructional manuals, and other physical or electronic
property that Executive received and/or prepared or helped prepare in connection
with Executive's employment with the Company, and that Executive has not
retained any copies, duplicates, reproductions or excerpts
thereof.


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    3.           No
Admission of Wrongdoing.  Nothing herein is to be deemed to
constitute an admission of wrongdoing by the Company or any of the other Company
Releasees.

     

    4.           Consultation
with Attorney/Voluntary Agreement.  Executive acknowledges that
(i) the Company has advised Executive of his right to consult with an attorney
prior to executing this Release Agreement, (ii) Executive has carefully read and
fully understands all of the provisions of this Release Agreement, and (iii)
Executive is entering into this Release Agreement, including the releases set
forth in Paragraph 1 above, knowingly, freely and voluntarily in exchange for
good and valuable consideration.

     

    5.           Effective
Date.

     

    The date
on which Executive signs this Release Agreement  is referred to as the
“Effective
Date”.

     

    6.           Assignment.  This
Release Agreement is Personal to Executive and may not be assigned by
Executive.  This Agreement will inure to the benefit of the Company
and the other Company Releasees and their successors and assigns.

     

    7.           Waiver
and Amendments.  Any waiver, alteration, amendment, or
modification of any of the terms of this Release Agreement shall be valid only
if made in writing and signed by the parties hereto; provided, however, that any
such waiver, alteration, amendment, or modification is consented to on the
Company’s behalf by a properly authorized corporate officer.  No
waiver by either of the parties hereto of their rights hereunder shall be deemed
to constitute a waiver with respect to any subsequent occurrences or
transactions hereunder unless such waiver specifically states that it is to be
construed as a continuing waiver.

     

    8.           Severability
and Governing Law.  If any covenants or such other provisions
of this Release Agreement are found to be invalid or unenforceable by a final
determination of a court of competent jurisdiction (a) the remaining terms and
provisions hereof shall be unimpaired and (b) the invalid or unenforceable term
or provision hereof shall be deemed replaced by a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision hereof.  THIS RELEASE
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAW RULES.


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    9.           Section
Headings and Definitions.  The headings contained in this
Release Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Release Agreement.  Whenever
the words “include” or “including” are used in this Release Agreement, they
shall be deemed to be followed by the words “without
limitation.”  Capitalized terms not defined in this Release Agreement
shall have the meaning given to such terms in the Agreement.

     

    10.         Entire
Agreement.  This Release Agreement and the Agreement constitute
the entire understanding and agreement of the parties hereto regarding the
employment of Executive.  This Release Agreement supersedes all prior
negotiations, discussions, correspondence, communications, understandings, and
agreements between the parties relating to the subject matter of this Release
Agreement.

     

    11.         Jurisdiction;
Forum.  Executive acknowledges that any disputes under the
Agreement or this Release Agreement shall be subject to the arbitration
provisions of Section 15 of the Agreement.  Subject to that provision,
by the execution and delivery of this Release Agreement, Executive submits to
the personal jurisdiction of any state or federal court in the State of Texas in
any suit or proceeding arising out of or relating to this Release
Agreement.  To the extent that Executive may acquire any immunity from
jurisdiction of any Texas court or from any legal process (whether through
service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to himself or his property, Executive
irrevocably waives such immunity in respect of his obligations with respect to
this Release Agreement.  Executive agrees that an appropriate,
convenient and non-exclusive forum for any and all disputes between the parties
hereto arising out of this Release Agreement or the transactions contemplated
hereby shall be in any state or federal court in the State of
Texas.

     

    12.         Counterparts.  This
Release Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.  The execution of this Release Agreement may
be by actual or facsimile signature.


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed this Release Agreement as of the
dates indicated below.

    


    
      
        
          	
                  DRESSER-RAND
      GROUP INC.

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  By:

                	 
      	
                  Date

                
	
                  Title:

                	 
      	 
      
	 
      	 
      	 
      
	
                  Executive

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                  Date

                


        

      

    


    
      
         


      

      
        B-5