EX-10.49






EXHIBIT 10.49




DRESSER-RAND GROUP INC.

GRANT NOTICE FOR 2008 STOCK INCENTIVE PLAN

RESTRICTED STOCK FOR INDEPENDENT DIRECTORS



FOR GOOD AND VALUABLE CONSIDERATION, Dresser-Rand Group Inc. (the “Company”), hereby grants to
Grantee named below the number of Common Shares (the “Restricted Shares”) specified below (the
“Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the
Dresser-Rand Group Inc. 2008 Stock Incentive Plan (the “Plan”) and the Standard Terms and
Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Grantee,
each as amended from time to time. Each Restricted Share is subject to the conditions set forth in
this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted pursuant
to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.
The Standard Terms and Conditions may be accessed through Grantee’s personal Smith-Barney Benefit
Access account in the Plan Documents section.




	 	 	 
	Name of Grantee:
	 	 
	 
	 	 
	Grant Date:
	 	 
	 
	 	 
	Number of Restricted Shares:
	 	 
	 
	 	 
	Vesting Schedule/“Period of Restriction”:

	 	Subject to the Grantee’s
continued service, all of the
Restricted Shares shall vest on
the first anniversary of the
Grant Date.





By accepting this Grant Notice, Grantee acknowledges that he or she has received and read, and
agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the
Standard Terms and Conditions.




	 	 	 	 	 
	DRESSER-RAND GROUP INC.	 	 
	 

	 	 	 	 
	 

	 	 	 	Grantee Signature
	By
	 	 	 	 
	 

	 	 	 	 
	Title:

	 	 	 	Address (please print):
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 

	 

	 	 	 	 

	 

	 	 	 	 







 









 






DRESSER-RAND GROUP INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK



These Standard Terms and Conditions apply to any Award of restricted Common Shares (the “Restricted
Shares”) granted to an individual who is a director of the Company (but is not an officer or
employee of the Company) under the Dresser-Rand Group Inc. 2008 Stock Incentive Plan (the “Plan”),
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 SHARES
	 
	 	 	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 Shares (the “Award”) of the Company’s common stock, $0.01 par value
per share specified in the Grant Notice. The Award is 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 Subsidiary, as such term is defined in the Plan.
	 
	2.	 	VESTING OF RESTRICTED STOCK
	 
	 	 	The Restricted Shares are subject to forfeiture and may not be sold, assigned, transferred,
pledged or otherwise directly or indirectly encumbered or disposed of (collectively,
“Transferred”) until the expiration of a “Period of Restriction” specified in the Grant
Notice. Except as otherwise provided herein, the Period of Restriction shall expire on each
of the dates set forth in the Grant Notice as long as the Grantee remains a director of the
Company or other service provider to the Company on the applicable vesting date.
	 
	 	 	Notwithstanding anything contained in these Standard Terms and Conditions to the contrary,
(i) if the Grantee’s service terminates by reason of death, Disability, or retirement after
reaching the age of 65, during the Period of Restriction, all unvested Restricted Shares
shall fully vest and become nonforfeitable, and (ii) if the Grantee’s service terminates for
any reason other than death, Disability, retirement after reaching the age of 65 or in other
circumstances that do not result in vesting as specified in the Grant Notice, any Restricted
Shares held by the Grantee for which the Period of Restriction has not then expired shall be
forfeited as of the date of such termination. In addition, the Committee may accelerate
vesting of the Restricted Shares in such other circumstances as it determines are
appropriate.
	 
	3.	 	RIGHTS AS STOCKHOLDER/LEGEND
	 
	 	 	The Grantee shall have the right to vote the Restricted Shares, but shall otherwise enjoy
none of the rights of a stockholder (including the right to receive dividends or equivalent
payments) during the Period of Restriction.




 









 






	 	 	The Restricted Shares shall be registered in the Grantee’s name on the Grant Date through a
book entry credit in the records of the Company’s transfer agent, but shall be recorded as
restricted non-dividend paying shares of Common Shares until the expiration of the Period of
Restriction. Upon the expiration of the Period of Restriction with respect to any Restricted
Shares, the Company shall instruct its transfer agent to record such shares as unrestricted.
In the event any stock certificates are issued in respect of the Restricted Shares during
the Period of Restriction, such certificates shall bear a restrictive legend determined by
the Committee until the expiration of the Period of Restriction with respect to such shares.
	 
	4.	 	CHANGE IN CONTROL
	 
	 	 	Upon a Change in Control, any unvested Restricted Shares that have not been forfeited prior
to the date of such Change in Control shall become fully vested.
	 
	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 Grantee or other subsequent
transfers by the Grantee of any Restricted Shares, 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 Grantee and other holders and (c) restrictions
as to the use of a specified brokerage firm for such resales or other transfers.
	 
	6.	 	INCOME TAXES
	 
	 	 	The Grantee may elect to be taxed at the time the Restricted Shares are granted, rather than
when the applicable restrictions lapse, by filing an election under Section 83(b) of the
Internal Revenue Code with the Internal Revenue Service within 30 days from the Grant Date.
If the Grantee makes an election under Section 83(b) of the Internal Revenue Code, the
Grantee shall promptly provide a copy of such election to the Company. The Grantee
acknowledges that it is the Grantee’s sole responsibility, and not the Company’s, to timely
file any Section 83(b) election.
	 
	7.	 	NON-TRANSFERABILITY OF AWARD
	 
	 	 	The Grantee represents and warrants that the Restricted Shares 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, prior to their
vesting, the Restricted Shares 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, prior to their vesting, the




 









 






	 	 	Restricted Shares 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.
	 

	8.	 	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
Shares to any such Grantee is contingent upon the Grantee executing and returning any such
addendum in the manner directed by the Company.
	 
	9.	 	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 service as a director or otherwise.
	 
	10.	 	SEVERABILITY.
	 
	 	 	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.
	 
	11.	 	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.
	 
	12.	 	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.




 









 






	13.	 	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.
	 
	14.	 	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 Shares via Company web site or other electronic delivery.