Attached files
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EX-10.2 - Dresser-Rand Group Inc. | v187958_ex10-2.htm |
EX-10.1 - Dresser-Rand Group Inc. | v187958_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): June
8, 2010
Dresser-Rand
Group Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32586
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20-1780492
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(State or other jurisdiction
of
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(Commission
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(IRS Employer
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incorporation)
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File
Number)
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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
Not
Applicable
(Former
name or former address, if changed since last report)
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Further
to Dresser-Rand Group Inc.’s (the “Company”) previously announced plans to open
an additional headquarters office in Paris, France, the Company plans to move
most of its senior executive officers to Paris. The Company’s Chief
Financial Officer (“CFO”) shall remain in Houston, Texas.
All our
salaried employees participating in international assignments, such as the
transfer to Paris, are eligible for relocation benefits outlined in our
International Assignment Guidelines (the “Guidelines”). On June 8,
2010, all of our U.S.-based named executive officers (other than our CFO), and
certain other officers, entered into international assignment letters with
Dresser-Rand International Inc., a subsidiary of the Company (the “Relocation
Agreement”). Relocation benefits are customary for expatriate
assignments in the industry, and our relocation benefits are intended to
approximate the relocation benefits received by industry counterparts and will
be subject to periodic review by the Company’s Compensation
Committee. The Relocation Agreements provide for standard benefits
under our Guidelines, with the exception of the severance benefit noted
below.
Depending
on each executive’s personal circumstances and in accordance with the
Guidelines, the Relocation Agreements generally provide the following
benefits:
·
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a
relocation package that includes standard outbound services,
including a “house hunting” trip, tax preparation services,
shipment of personal effects, language training assistance and other
relocation benefits, such as temporary housing, schooling for dependent
children, an annual leave allowance and access to a company
vehicle;
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·
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a
lump sum relocation and resettlement allowance of
USD6,000;
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·
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an
annually adjusted goods and services differential determined in accordance
with the Guidelines taking into account the number of dependants
accompanying the assignee, which for the named executive officers ranged
from approximately USD2,800 to USD3,350 per month paid net of
taxes;
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·
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a
monthly housing allowance of up to
EUR8,000; and
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·
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a
tax equalization benefit.
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All
relocating executives have Confidentiality, Non-Compete, Severance and Change of
Control Agreements (the “Severance Agreement”) with the Company (the “Executive
Officer Agreements”), other than our Chief Executive Officer (“CEO”) who has an
Employment Agreement. Because the Relocation Agreements are not intended to
diminish any current rights, the Relocation Agreements for the executives other
than the CEO clarify that, if an executive elects not to be localized in France
after 5 years and the Company cannot return him to a comparable position in the
US, the executive will be terminated and receive certain benefits under the
Severance Agreement, including a payment based on a multiple of the executive’s
based salary. With respect to the named executive officers receiving Relocation
Agreements, Mr. Mark F. Mai would receive 1.5 times his base salary at the time
of severance (current salary is USD355,128) and Mr. Christopher Rossi would
receive 1.5 times his base salary at the time of severance (current salary is
USD303,657). Because our CEO has an Employment Agreement, he is not eligible for
this benefit.
A form of
the Relocation Agreement used for executive officers and the Relocation
Agreement with the CEO are attached hereto as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference. The Company also expects to
use the form of the Relocation Agreement with other executive officers and
employees from time to time. The Relocation Agreement will only remain in effect
during an international assignment, and is not intended to continue for more
than five years.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits. The
following exhibits are furnished with this Form 8-K:
Exhibit
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Number
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Description
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10.1
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Form
of Relocation Agreement
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10.2
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Relocation
Agreement by and between Vincent R. Volpe Jr. and Dresser-Rand
International Inc., dated June 8,
2010
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2
SIGNATURE
Pursuant to the requirement 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
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Name:
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Mark
F. Mai
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Title:
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Vice
President, General Counsel and
Secretary
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Date:
June 10, 2010
3
EXHIBIT
INDEX
Exhibit
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Number
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Description
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10.1
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Form
of Relocation Agreement
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10.2
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Relocation
Agreement by and between Vincent R. Volpe Jr. and Dresser-Rand
International Inc., dated June 8,
2010
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4