EX-10.51






EXHIBIT10.51









Headquarters

West8 Tower, Suite 1000

10205 Westheimer Rd.

Houston, TX 77042

Phone: (713)-973-5389

Fax: (713) 973-5323




Elizabeth C. Powers

VP & Chief Administrative Officer




December 14, 2008




			
	 	 	 
	Ms. Nicoletta Giadrossi
	 	Sent via e-mail





Dear Nicoletta,



We are very pleased to offer you the position of Vice President & General Manager, European
Serviced Area, reporting to Vince Volpe, President & CEO. This position is headquartered in
LeHavre, France. The details of this offer are contained within this letter, and are subject to
approval by the Compensation Committee of the Board. We will be happy to discuss the details with
you by phone, and have included a signature line at the bottom of this letter for you to indicate
your acceptance. We are estimating and planning your start date to be January 1, 2009 if you accept
our offer to join the Executive Staff of Dresser-Rand.



All of us who met you were impressed with your experience and accomplishments. We are confident
that you will be successful in this role and hope that you are equally excited about Dresser-Rand.



Your annual base salary will be 250,000€. Our annual salary review occurs shortly after your
anticipated start date, in this case in the first quarter of 2009, so your next base salary review
will occur in 2010.



You will participate in our annual incentive program (AIM) with a target payout level of 50% of
your annual base salary, and a maximum payout of 100% of your annual base salary. Our policy is to
pay the incentive on a pro-rated basis for the year in which you start with Dresser-Rand (2009),
based on your full months of service during the year. If your hire date with Dresser-Rand is
January 1, 2009, your bonus eligibility will begin on January 1, 2009. A summary of the 2008 AIM
Program is attached for your information.



In addition, you will be eligible to participate in the Dresser-Rand long term incentive (LTI)
program. Our 2008 program includes a combination of stock options and restricted stock that vest on
a pro-rata basis over a 4-year period. You will receive your 2009 LTI grant, valued at 350,000€ on
our annual grant date of February 16, 2009.



If you plan to relocate to LeHavre and need relocation assistance, we will be happy to discuss that
with you separately. You will be also eligible for a company car through our standard European
vehicle program.




 









 







All compensation and employee benefit programs are subject to program guidelines, summary plan
descriptions, and or plan documents, as appropriate.



This offer of employment is contingent upon successful completion of several remaining actions such
as a background check, standard pre-employment drug screen, and signing company policy agreements
such as our Code of Conduct. Lynna Bond (713-973-5380) will continue to be your contact to make
arrangements for these remaining procedures.



Nicoletta, we are really looking forward to having you join a dynamic leadership team at the
Dresser-Rand Executive Staff level. We all look forward to working with you and hope you will
accept our offer. Please don’t hesitate to call Amber Macksey or me if you have questions so we
can discuss any detail about the offer or various programs that you are eligible to participate in.



Very truly yours,




Elizabeth C. Powers

Vice President & Chief Administrative Officer





			
	Cc:	 	Vincent R. Volpe Jr.

Amber J. Macksey




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




	 	 	 	 	 
	/S/ Nicoletta Giadrossi

	 	 	 	12-15-08
	 

	 
	(Signature)

	 	 	 	(Date)