EX-10.44










EXHIBIT 10.44




Headquarters

West8 Tower, Suite 1000

10205 Westheimer Rd.

Houston, TX 77042

Phone: (713)-973-5389

Fax: (713) 973-5323




Beth Powers

VP & Chief Administrative Officer




August 22, 2008




	 	 	 
	Mr. Jerry Walker

	 	Sent via e-mail
	Spring, TX
	 	 





Dear Jerry,



We are very pleased to offer you the position of Vice President & General Manager – North American
Operations, reporting to Vince Volpe, President & CEO. If you accept this offer, we hope that you
will join Dresser-Rand on or before September 29, 2008.



All of us who met you were impressed with your experience and knowledge. We are confident that you
will be successful in this role and hope that you are equally excited about Dresser-Rand. As
discussed verbally, we will establish a transition plan that is acceptable to both you and J.F.
Chevrier, our current V.P & G.M. for North American Operations. We expect that you will take over
full responsibility for this position on approximately January 1, 2009.



Your initial annual base salary will be $290,000. We conduct our annual salary review process in
the first quarter and implement approved adjustments on April 1. Your salary will be reviewed in
2009 in line with the timing and budget guidelines established for similarly situated executives.
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. For 2008, you
will be eligible to receive a pro-rated portion of this incentive based on your full months of
service during the year. Please review the attached 2008 AIM Program Summary and 2008 AIM Program
Targets for additional details.



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 an initial annual grant valued at $406,000. Dresser-Rand
has adopted four annual fixed dates on which equity grants are made. This LTI grant will be awarded
on the first fixed grant date following your start date. This grant replaces the annual grant you
would otherwise receive in February of 2009 and as such you will not be eligible for an additional
grant at that time.



You will be eligible for benefits under our Executive (Red) Relocation Policy. In addition, the
Company is finalizing both a change in control (CIC) and severance program to be implemented later
this year. You will be eligible for CIC and severance benefits at a level consistent with similarly
situated executives. Both of these programs will contain terms normal and customary for such
agreements.




 









 







You will be eligible to participate in the Dresser-Rand Non-Qualified Retirement Plan at a Tier 1
level. Additional details on this program are attached. Participation in our employee benefit
programs will begin on the first of the month following your hire date.



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 an interview with our industrial psychologist, reference and background checks, standard
pre-employment drug screen, providing the necessary documentation to ensure compliance with the
Immigration Reform and Control Act of 1986, 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.



If you have any questions, please contact me directly on my cell phone at 716-378-7379.




Very truly yours,




Elizabeth C. Powers

Vice President & Chief Administrative Officer



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




	 	 	 
	/s/ J. T. Walker

	 	8-26-08
	 
	(Signature)

	 	(Date)







			
	Cc:	 	Vincent R. Volpe Jr.


Amber J. Macksey






			
	Attachments:	 	2008 AIM Program Summary

2008 AIM Program Targets

Dresser-Rand Non-Qualified Plan

Dresser-Rand Red Relocation Policy