Attached files
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| EX-10.1 - Dresser-Rand Group Inc. | v174791_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): February 11,
2010
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Dresser-Rand Group
Inc.
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(Exact
name of registrant as specified in its
Charter)
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Delaware
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001-32586
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20-1780492
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||
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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10205 Westheimer Road, Houston,
Texas
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77042
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (713) 354-6100
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Not
Applicable
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Former
name or former address, if changed since last
report
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Adoption
of Annual Incentive Program
Dresser-Rand
Group Inc. (the “Company”) adopted a new Annual Incentive Program (the “AIP”) on
February 12, 2010, in order to reward eligible employees based on performance
against financial and individual objectives as determined by the Compensation
Committee of the Company’s Board of Directors (the “Committee”), which
administers the AIP. The AIP includes features that were incorporated
in 2009. Eligible participants under the AIP include employees of the Company
and its affiliates that are selected for participation, including the Company’s
named executive officers.
Pursuant
to the AIP, the Committee will establish for each performance period: (i) the
eligible employees who will participate in the AIP, (ii) each participant’s
target award or the formula for determining the participant’s award, and (iii)
the applicable performance objective or objectives. The Committee
will determine the form of payment of any award under the AIP, and whether the
awards will be subject to restrictions on transfer, vesting, forfeiture or
deferral requirements. To the extent the AIP for any performance
period consists of one or more bonus pools and any pool includes “Covered
Employees” within the meaning of Section 162(m) of the Internal Revenue Code,
the pool shall be operated in compliance with the requirements of Section
162(m). The AIP also provides that every participant is obligated to
reimburse the Company all or such portion of any incentive compensation that
would not have been provided but for such participant’s intentional misconduct
that caused material noncompliance of the Company with any financial reporting
requirement under the securities laws requiring a restatement of the Company’s
financial results.
Unless otherwise determined by the
Committee or as provided in a written agreement between a participant and the
Company, in the event a participant’s employment is terminated other than as a
result of death, severance, disability or retirement, the participant forfeits
all rights to an award under the AIP. In the event of a severance,
retirement or disability of a participant, the participant may receive a
pro-rated award payment based on full months of service, at the Committee’s
discretion, at the end of the performance period to the extent performance
criteria were achieved. A participant shall be considered to have
retired if the participant has attained the age of 62 and has 10 or more years
of service or has attained the age of 65 and has 5 or more years of service, and
in either case has given the Company at least one year’s advance notice of the
intent to retire and has agreed in writing not to compete with the Company’s
business. In the event of death during a performance period, a
prorated payment based on the number of full months worked will be paid to the
participant’s beneficiary, and in the event of death after the performance
period, the full benefit due to the participant will be paid to the
participant’s beneficiary.
Unless otherwise determined by the
Committee or as provided in a written agreement between a participant and the
Company, upon a change in control (as defined in the AIP), the AIP will
automatically terminate and each participant will be vested and entitled to a
prorated lump sum payment equal to the participant’s individual target payout
multiplied by the number of months of the performance period, ending with the
date the change in control occurred, divided by 12.
The foregoing description of the AIP is
qualified in its entirety by reference to the text of the AIP, which is attached
as exhibit 10.1 hereto and incorporated herein by reference.
2009 AIP Awards and 2010 AIP
Structure
On February 11, 2010, the Committee
approved an aggregate
payment amount under the
AIP for the 2009 performance period and individual payment awards for the
executive officers (other
than for the CEO) and approved the basic
structure of the AIP for the 2010 performance period. The independent
members of the Board of Directors approved, on February 12, 2010, the AIP payment to the CEO; as recommended by the Committee.
The amount of the 2009 awards approved under the AIP for the named executive
officers included in the Company’s proxy statement for its annual meeting
held on May 12, 2009 (the “named executive officers”) were as follows: Mr.
Volpe: $1,683,000; Mr. Baldwin: $562,394; Mr. Chevrier: $302,712, based on an
exchange Rate of 1 Euro = 1.43 USD; and Mr. Mai: $346,466. The
payment of all awards under the AIP is subject to the completion of audit of the
Company's consolidated financial statements for the year ended December 31,
2009, and verification that the calculated amounts are correct. The
amounts actually paid may be adjusted based on final audit results.
2
The 2010
AIP will provide a maximum payout opportunity of 200% of target for the named
executive officers. Financial performance will account for 80% of the 2010 AIP payment potential for these
officers, and individual objectives will account for 20%. The
corporate financial measures will consist of operating income and net working
capital (“NWC”) as a percentage of sales, with operating income weighted at 75%
and NWC weighted at 25%. Individual performance will be based on an
evaluation by Mr. Volpe (or by the independent members of the Board of Directors
in the case of Mr. Volpe) to determine the individual performance achievement rating for each
executive. The maximum payout that can be generated for each
incentive component (financial and individual) for the named executive officers
is 250% of target, subject to the overall maximum payout of 200% of
target. Target payouts for 2010, which will be based on base salaries
as of December 31, 2010, are expected to be: Mr. Volpe: $841,500; Mr. Baldwin:
$288,227; Mr. Chevrier: $151,356 (based on an
exchange Rate of 1 Euro =
1.43 USD); and Mr. Mai:
$177,564.
Equity Awards
The Committee also approved equity
awards to the named executive officers on February 11, 2010. The
equity mix for the named executive officers will consist of 40% restricted stock
units and 30% stock options (both of which
were granted on February 15, 2010), with the remaining 30% to consist of a
performance-based equity award to be approved by the Committee and granted at a
later date. The terms of the restricted stock and stock options
granted to the named executive officers are materially consistent with the
awards granted in prior years. The details of the grants made to
Messrs. Volpe, Baldwin, Chevrier and Mai will be separately reported on Forms 4
by those individuals.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Dresser-Rand
Annual Incentive Program, adopted February 12,
2010.
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| DRESSER-RAND GROUP INC. | |||
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By:
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/s/ Mark F. Mai | |
| Name: | Mark F. Mai | ||
| Title: | Vice President, General Counsel and Secretary | ||
Date:
February 17, 2010
4
EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Dresser-Rand
Annual Incentive Program, adopted effective February 12,
2010.
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5