EX-10.43







EXHIBIT 10.43




DRESSER-RAND GROUP INC.

NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(Effective as of January 1, 2009)




     WHEREAS, Dresser-Rand Group Inc. (the “Company”) previously established the Dresser-Rand Group
Inc. Director Compensation Program (the “Prior Program”) to allow the non-employee directors of the
Company to defer receipt of amounts payable for their services as members of the Board of Directors
of the Company; and



     WHEREAS, effective as of January 1, 2009, the Company wishes to amend and restate the Prior
Program as the Dresser-Rand Group Inc. Non-Employee Director Fee Deferral Plan (the “Plan”) to
comply with the requirements of Internal Revenue Code section 409A and thereby avoid any tax
arising thereunder;



     NOW, THEREFORE, in consideration of these premises, the Dresser-Rand Group Inc. Non-Employee
Director Fee Deferral Plan is hereby set forth below to be effective as of January 1, 2009.



     Section 1. Establishment and Purpose. The Company has established this Plan to
promote the long-term success of the Company by creating a long-term mutuality of interests between
the non-employee directors and stockholders of the Company, to provide an additional inducement for
such directors to remain with the Company and to provide a means through which the Company may
attract able persons to serve as directors of the Company.



     Section 2. Definitions. For purposes of the Plan, the following terms shall have the
indicated meanings:



     (a) “Accounts” means the Equity Deferral Account(s) and/or Fee Deferral Account(s)
established and maintained on the books of the Company to record a Participant’s interest under
the Plan.



     (b) “Affiliate” means any incorporated or unincorporated trade or business or other entity or
person, other than the Company, that along with the Company is considered a single employer under
Code section 414(b) or Code section 414(c); provided, however, that (i) in applying Code section
1563(a)(1), (2), and (3) for the purposes of determining a controlled group of corporations under
Code section 414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each
place the phrase “at least 80 percent” appears in Code section 1563(a)(1), (2), and (3), and (ii)
in applying Treas. Reg. section 1.414(c)-2 for the purposes of determining trades or businesses
(whether or not incorporated) that are under common control for the purposes of Code section
414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent”
in each place the phrase “at least 50 percent” appears in Treas. Reg. section 1.414(c)-2.



 









 





     (c) “Annual Retainer” means the annual retainer to be paid to each Non-Employee Director for
a Plan Year as determined by the Board of Directors.



     (d) “Beneficiary” means the person or persons named by the Participant as the recipient of any
distribution remaining to be paid to the Participant under the Plan upon the Participant’s death.



     (e) “Board of Directors” means the Board of Directors of the Company.



     (f) “Code” means the Internal Revenue Code of 1986, as amended.



     (g) “Committee” means the Nominating and Governance Committee of the Board of Directors.



     (h) “Common Stock” means the common stock, par value $0.01 per share, of the Company.



     (i) “Company” means Dresser-Rand Group Inc., a Delaware corporation.



     (j) “Deferral Election” is defined in Section 4(a) of the Plan.



     (k) “Determination Date” means the date described in Section 4(b)(ii) of the Plan.



     (l) “Director Fees” means the Annual Retainer and Meeting Fees payable by the Company to a
Non-Employee Director for his or her services as a director of the Company for a Plan Year.



     (m) “Director Incentive Plan” means, for the period prior to May 13, 2008, the Dresser-Rand
Group Inc. 2005 Directors Stock Incentive Plan, as amended, and for the period thereafter, the
Dresser-Rand Group Inc. 2008 Stock Incentive Plan, as amended from time to time.



     (n) “Election Period” means, with respect to a Plan Year, the reasonable period prior to the
beginning of such year that is established for the making of elections for such Plan Year pursuant
to Section 4(a) of the Plan. The term “Election Period” shall also include the 30-day election
period provided for under Section 4(a) of the Plan.



     (o) “Equity Award” means the award specified by the Committee that will be granted to
Non-Employee Director under the terms of the Director Incentive Plan for his or her services as a
director of the Company for a Plan Year.



     (p) “Equity Deferral Account” an account established and maintained on the books of the
Company with respect to a Participant pursuant to Section 4(b)(ii) of the Plan.



     (q) “Fair Market Value” means, as of any valuation date, the closing price of a share of
Common Stock on the New York Stock Exchange (or on such other recognized market or quotation
system on which the trading prices of Common Stock are traded or quoted at the



 









 




relevant time). If there are no Common Stock transactions reported on such exchange or system on such valuation date,
Fair Market Value shall mean the closing price of a share of common stock on the nearest preceding
date on which Common Stock transactions were so reported.




     (r) “Fee Deferral Account” means an account established and maintained on the books of the
Company with respect to a Participant pursuant to Section 4(b)(i) of the Plan.



     (s) “Financial Hardship” means a severe financial hardship to a Participant resulting from an
illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary,
or the Participant’s dependent (as defined in Code section 152, without regard to Code section
152(b)(1), (b)(2) and (d)(1)(B)), the loss of the Participant’s property due to casualty
(including the need to rebuild a home following damage to a home not otherwise covered by
insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant that cannot be relieved (i) through reimbursement or
compensation from insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the
extent that such liquidation would not cause severe financial hardship, or (iii) by cessation of
deferrals under the Plan. A financial need arising from a foreseeable event such as the purchase
of a home or the payment of education expenses for children shall not be considered to be a
Financial Hardship.



     (t) “Meeting Fees” means cash compensation payable by the Company to a Non-Employee Director
for attending meetings of the Board of Directors or committees thereof on which such Non-Employee
Director serves as a member.



     (u) “Non-Employee Director” means an individual who (i) is a member of the Board of Directors
by virtue of being elected to the Board of Directors by the stockholders of the Company or by the
Board of Directors under applicable corporate law, and (ii) is not an officer or employee of the
Company or an Affiliate.



     (v) “Participant” means a Non-Employee Director or former Non-Employee Director for whom an
Account is being maintained under the Plan.



     (w) “Payment Date” is defined in Section 4(c)(ii) of the Plan.



     (x) “Payment Election” is defined in Section 4(c)(i) of the Plan.



     (y) “Plan” means this Dresser-Rand Group Inc. Non-Employee Director Fee Deferral Plan as in
effect from time to time.



     (z) “Plan Year” means the calendar year.



     (aa) “Restricted Stock Unit” means a fictional share of stock credited to the Account of a
Participant pursuant to Section 4(b) of the Plan.



     (bb) “Separation from Service” means, with respect to a Non-Employee Director, such
Non-Employee Director’s separation from service (within the meaning of Code section 409A



 









 




and the regulations and other guidance promulgated thereunder) with the group of employers that includes
the Company and each Affiliate.




     Section 3. Plan Administration. The Plan shall be administered by the Committee. The
Committee shall have discretionary and final authority to interpret and implement the provisions of
the Plan. The Committee shall act by a majority of its members at the time in office and such
action may be taken either by a vote at a meeting or in writing without a meeting. The Committee
may adopt such rules and procedures for the administration of the Plan as are consistent with the
terms hereof and shall keep adequate records of its proceedings and acts. Every interpretation,
choice, determination of other exercise by the Committee of any power or discretion given either
expressly or by implication to it shall be conclusive and binding upon all parties having or
claiming to have an interest under the Plan or otherwise directly or indirectly affected by such
action (without restriction, however, on the right of the Committee to reconsider and redetermine
such action). The Plan is intended to provide compensation and benefits that are not subject to
the tax imposed under Internal Revenue Code section 409A and shall be interpreted and administered
to the extent possible in accordance with such intent.



     Section 4. Deferral of Director Fees and Equity Awards.



     (a) Deferral Elections. During the Election Period for each Plan Year, a Non-Employee
Director may make an election to defer all or any portion of the Director Fees and/or Equity Awards
otherwise payable to him or her for services to be performed for such Plan Year (a “Deferral
Election”). If an individual becomes a Non-Employee Director for the first time during a Plan
Year, or if a former Non-Employee Director resumes serving as a Non-Employee Director during a Plan
Year and was not a Non-Employee Director during the 24-month period immediately preceding the date
of his or her resumption of service as a Non-Employee Director, such Non-Employee Director may make
the Deferral Election referred to in this Plan Section 4(a) within thirty (30) days after the date
he or she first becomes or resumes being, as the case may be, a Non-Employee Director; provided,
however, that the Deferral Election so made shall apply only to the Director Fees and Equity Awards
otherwise payable to such Non-Employee Director for his or her services to be performed after the
end of said 30-day election period. The Deferral Election made by a Non-Employee Director for a
Plan Year pursuant to this Plan Section 4(a) shall specify (i) the portion of the Director Fees and
Equity Awards to which he or she is entitled for services to be performed for such Plan Year that
shall be deferred pursuant to the Plan and (ii) as provided in Section 4(c) of the Plan, the
Payment Date with respect to the Restricted Stock Units credited to his or her Accounts for such
Plan Year. The election made by a Non-Employee Director for a Plan Year pursuant to this Section
4(a) shall (i) be made in writing on the form attached hereto as Exhibit A or such other form that
is prescribed by and filed with the Committee, (ii) be irrevocable as of the December 31
immediately prior to the first day of the Plan Year to which the election relates (or such earlier
date as the Committee may prescribe), and (iii) unless otherwise determined by the Committee and
specifically provided for in writing on an election form, a new election form shall be required to
be completed during the Election Period for each Plan Year.



     (b) Crediting of Accounts. For each Plan Year, the Company shall establish and
maintain Accounts on its books for each Non-Employee Director who elects to defer Director Fees



 









 




and/or Equity Awards for such Plan Year pursuant to Section 4(a) of the Plan. Each such Account
shall be designated by the name of the Participant for whom established and the Plan Year to which
it relates.





	 	 	     (i) If a Participant elects to defer his or her Director Fees for a Plan Year, such
fees shall be credited by the Company in the form of Restricted Stock Units to such
Participant’s Fee Deferral Account on the date such amounts would have otherwise been paid
by the Company to such Participant. A Participant is permitted to make a separate election
with respect to his or her Annual Retainer and Meeting Fees. The number of Restricted
Stock Units credited to a Fee Deferral Account with respect to any Participant shall be
determined by dividing the amount of Director Fees to be deferred by the Fair Market Value
of the Company’s Common Stock on the date such Director Fees would have been paid in cash
but for the Deferral Election. All Restricted Stock Units credited to a Participant’s Fee
Deferral Account shall be at all times fully vested and nonforfeitable.
	 
	 	 	     (ii) If a Participant elects to defer an Equity Award, the value of such award shall
be credited by the Company in the form of Restricted Stock Units on the date such Equity
Award would have otherwise been granted by the Company to such Participant. The number of
Restricted Stock Units credited to a Participant’s Equity Deferral Account shall be
determined by dividing the value of the Equity Award by the Fair Market Value of the
Company’s Common Stock at the close of business on the date of the first Board of Directors
meeting that occurs during the Plan Year (the “Determination Date”).






	 	     (A) All Restricted Stock Units credited to a Participant’s Equity Deferral
Account shall vest in accordance with the terms established by the Committee that
would have applied to the Equity Award in the absence of a Deferral Election;
provided, however, that the Committee, in it sole discretion, shall have the
authority to accelerate vesting of any Restricted Stock Units.
	 
	 	     (B) In the event of a Participant’s Separation from Service with the Company
and its Affiliates prior to the date the Restricted Stock Units vest in accordance
with Section 4(b)(ii)(A) above, (i) such Participant shall have no rights
whatsoever in and to any of the unvested Restricted Stock Units credited to his or
her Equity Deferral Account; (ii) all of the unvested Restricted Stock Units credited to his or her
Elective Deferral Account shall be forfeited to the Company and shall no longer be
outstanding as of the date of such Separation from Service; and (iii) neither the
Participant nor any of his or her heirs, beneficiaries, executors, administrators
or other personal representatives shall have any rights with respect thereto.






	 	     (iii) A Participant shall not be entitled to any dividend rights, dividend equivalent
rights, voting rights, rights upon liquidation or other rights of owners of Common Stock
with respect to any Restricted Stock Units credited to his or her Accounts unless and until
shares of Common Stock are issued to Participant in respect of the Restricted Stock Units.





     (c) Issuance of Shares.



 









 






	 	 	     (i) A Participant shall make a payment election with respect to each Deferral Election
made under the Plan for a Plan Year (the “Payment Election”). The Payment Election shall
be made during the Election Period for a Plan Year and shall apply to the Restricted Stock
Units credited to the Participant’s Accounts that are attributable to the related Deferral
Election. A Participant may elect one of the following payment dates (the “Payment Date”)
in the Payment Election for a Plan Year: (A) the date of the Participant’s Separation from
Service or (B) a fixed date or dates which shall be (1) no earlier than the first day of
the Plan Year following the Plan Year for which the related Deferral Election is made and
(2) no earlier than the date all Restricted Stock Units credited to a Participant’s Equity
Deferral Account for such Plan Year will be fully vested. Such Payment Date is subject to
being accelerated in accordance with the provisions of Section 4(d) of the Plan, Section 5
of the Plan or Section 6(d) of the Plan. If a Participant fails to make a Payment Election
or to select a Payment Date, he or she will be deemed to have elected Separation from
Service as his or her Payment Date.
	 
	 	 	     (ii) Shares of Common Stock in settlement of the vested Restricted Stock Units
credited to a Participant’s Accounts for a Plan Year (A) shall be issued or commence being
issued, as the case may be, to such Participant pursuant to this Plan Section 4(c) on a
date determined by the Committee that is within 15 calendar days following the Payment Date
elected by the Participant pursuant to Section 4(c)(i) of the Plan and (B) shall be issued
to such Participant either in single issuance or in a series of installments over a period
of up to five (5) years, such form of distribution to be made in accordance with such
Participant’s Payment Election; provided, however, that if a Participant does not elect a
form of distribution, he or she will be deemed to have elected to receive such shares of
Common Stock in a single issuance. The number of shares of Common Stock to be issued to a
Participant in any annual installment shall be determined by dividing the total vested
Restricted Stock Units credited to a Participant’s Accounts for the applicable Plan Year by
the number of annual installments remaining to be paid; provided, however, that if this
results in a fractional number, the number of shares of Common Stock to be issued will be
the next lower whole number. Installment payments after the first of a series of
installment payments shall be made on anniversary dates of the first installment payment.
At the time that any shares of Common Stock are issued to a Participant in settlement of
Restricted Stock Units, the number of Restricted Stock Units credited to such Participant’s
Accounts shall be reduced accordingly to reflect such issuance, and any remaining
Restricted Stock Units credited to the Participants’ Accounts will continue to be subject
to adjustment under Section 6(f) of the Plan. The amount of any fractional shares shall be
paid in cash.





     (d) Death of Participant. Any provision of the Plan or a Payment Election to the
contrary notwithstanding, (i) if a Participant dies prior to his or her Payment Date or (ii) if a
Participant who elected installment payment dies after his or her Payment Date but prior to
receiving all installments due under the Plan, the Company shall issue a certificate to the
Beneficiary of such Participant representing the number of shares of Common Stock equal to the
whole number of vested Restricted Stock Units credited to the deceased Participant’s Accounts, and
the amount of any fractional shares shall be paid in cash to the Beneficiary. Any Beneficiary



 









 




designation shall be made in writing on a form prescribed by and filed with the Committee, and
shall remain in effect until changed by such Participant by the filing of a new beneficiary
designation form with the Committee. If a Participant fails to so designate a Beneficiary, or in
the event all of the designated Beneficiaries are individuals who predecease the Participant, any
remaining shares distributable under the Plan shall be issued to such Participant’s surviving spouse, or if no surviving spouse, to his or her
estate. All distributions under this Plan Section 4(d) shall be made on a date determined by the
Committee that is within 90 days following the Participant’s death.




     (e) Financial Hardship. If a Participant encounters a Financial Hardship, the
Committee in its absolute discretion may cancel such Participant’s Deferral Election under the
Plan. In addition, if a Participant incurs a Financial Hardship, the Committee in its absolute
discretion may direct the Company to distribute shares attributable to such number of vested
Restricted Stock Units credited to such Participant’s Accounts as the Committee shall determine to
be reasonably necessary to satisfy the Financial Hardship need of such Participant (which amount
may include the amounts necessary to pay any federal, state, local or foreign income taxes or
penalties reasonably anticipated to result from the Financial Hardship payment to be made to such
Participant). The determination of the number of shares reasonably necessary to satisfy the
Financial Hardship need shall take into account any additional compensation that is available to
the Participant from any cancellation of his or her Deferral Election under the Plan. No
distribution shall be made to a Participant pursuant to this Plan Section 4(f) unless (i) such
Participant’s Financial Hardship is an “unforeseeable emergency” within the meaning of Treas. Reg.
section 1.409A-3(i)(3), and (ii) such Participant requests such a distribution in writing and
provides to the Committee such information and documentation with respect to his or her Financial
Hardship as may be requested by the Committee.



     Section 5. Plan Amendment and Termination. The Board of Directors shall have the
right and power at any time and from time to time to amend the Plan, in whole or in part, for any
reason; provided, however, that no such amendment shall reduce the number of Restricted Stock Units
actually credited to a Participant’s Accounts as of the date of such amendment without the consent
of the affected Participant or further defer the date or dates as of which shares of Common Stock
are to be issued in settlement of such Restricted Stock Units. The Board of Directors shall also
have the right and power at any time and for any reason to terminate the Plan and to issue shares
of Common Stock to a Participant with respect to the Restricted Stock Units then credited to his or
her Accounts in a manner that does not subject the Participant to the tax imposed by Code section
409A as a result of the issuance of such shares.



     Section 6. General Provisions.



     (a) Nature of Plan and Rights. The Plan is unfunded and maintained by the Company
primarily for the purpose of providing deferred compensation for Non-Employee Directors. The
Accounts maintained under this Plan are fictional devices used solely for the accounting purposes
of the Plan to determine the number of shares of Common Stock to be issued by the Company to a
Participant pursuant to the Plan, and shall not be deemed or construed to create a trust fund or
security interest of any kind or to grant a property interest of any kind to any Participant,
designated Beneficiary or estate. The amounts credited by the Company to the Accounts maintained
under the



 









 




Plan are and for all purposes shall continue to be a part of the general liabilities of
the Company, and to the extent that a Participant, designated Beneficiary or estate acquires a
right to receive shares of Common Stock or a cash payment from the Company pursuant to the Plan,
such right shall be no greater than the right of any unsecured general creditor of the Company.




     (b) No Continuing Right as Director. Neither the adoption or operation of the Plan,
nor the Plan itself or any document describing or relating to the Plan, shall confer upon any
Participant any right to continue as a director of the Company or interfere in any way with the
rights of the stockholders of the Company or the Board of Directors to elect and remove directors.



     (c) Specified Employees. If a Participant is a “specified employee” within the
meaning of Code section 409A(a)(2)(B)(i) as of the date of his or her Separation from Service, no
distribution on account of the Participant’s Separation from Service may be made with respect to
such Participant before the date that is six months after the Participant’s Separation from Service
(or, if earlier than the end of the six-month period, the date of the Participant’s death). In
such case, any shares of Common Stock that would have been issued, and any cash payment in lieu of
fractional shares that would have been made, upon a Participant’s Separation from Service will be
issued or paid on the earliest business day that complies with the requirements of Code section
409A.



     (d) Special Distributions. Any provision of the Plan or a Payment Election to the
contrary notwithstanding, the Committee in its absolute discretion may direct the Company to
accelerate the time for the distributing shares of a Common Stock with respect to Restricted Stock
Units credited to a Participant’s Accounts under the Plan to the extent that such acceleration is a
permitted exception under Treas. Reg. section 1.409A-3(j)(4) (or other applicable guidance issued
by the Internal Revenue Service) that does not subject such Participant to the tax imposed by Code
section 409A as a result of such acceleration.



     (e) Compliance with Code Section 409A. The compensation payable by the Company to a
Participant or beneficiary of a deceased Participant pursuant to the Plan is intended to be
compensation that is not subject to the tax imposed by Code section 409A, and the Plan shall be
administered and construed to the fullest extent possible to reflect and implement such intent.



     (f) Adjustments upon Changes in Common Stock. If any change is made in the stock of
the Company through merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or otherwise, the number of Restricted Stock
Units credited to the Accounts of a Participant will be appropriately adjusted by the Board of
Directors to account for the change. The Restricted Stock Units created pursuant to the Plan shall
not affect in any way the right or power of the Company to issue additional common stock or other
securities, make adjustments, reclassifications, reorganizations or other changes in its corporate,
capital or business structure, to participate in a merger, consolidation or share exchange or to
transfer its assets or dissolve or liquidate.



 









 





     (g) Spendthrift Provision. No right or interest under the Plan of a Participant,
designated beneficiary or estate may be assigned, transferred or alienated, in whole or in part,
either directly or by operation of law (except pursuant to a qualified domestic relations order
within the meaning of Code section 414(p)), and no such balance, right or interest shall be liable
for or subject to any debt, obligation or liability of such Participant, designated Beneficiary or
estate.



     (h) Severability. If any provision of the Plan is held to be illegal or invalid for
any reason, such illegal or invalid provision shall not affect the remaining provisions of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included herein.



     (i) Expenses. All expenses associated with the administration of the Plan, including
but not limited to legal and accounting fees, shall be paid by the Company.



     (j) Binding Effect. The obligations of the Company under the Plan shall be binding
upon any successor corporation or organization resulting from the merger, consolidation or other
reorganization of the Company, or upon any successor corporation or organization succeeding to all
or substantially all of the assets and business of the Company. The terms and conditions of the
Plan shall be binding upon each Participant and his or her heirs, legatees, distributee and legal
representatives.



     (k) Governing Law. The provisions of the Plan shall be governed by and construed in
accordance with the internal laws (without regard to principles of conflicts of laws) of the State
of Delaware.



     (l) Construction. The headings of the Sections and subsections in the Plan are placed
herein for convenience of reference only, and in case of any conflict, the text of this instrument,
rather than such titles or headings, shall control. When a noun or pronoun is used in the Plan in
plural form and there is only one person or entity within the scope of the word so used, or in
singular form and there is more than one person or entity within the scope of the word so used,
such noun or pronoun shall have a plural or singular meaning as appropriate under the circumstance.



     IN WITNESS WHEREOF, the undersigned has executed this Plan on this 5th day of
December, 2008, to be effective as of January 1, 2009.



	 	 	 	 	 
	 	DRESSER-RAND GROUP INC.

 	 
	 	By /s/ Mark F. Mai
 	 
	 	Name:  	Mark F. Mai 	 
	 	Title:  	Vice President, General Counsel & Secretary