Exhibit 10.15
MANAGEMENT STOCK SUBSCRIPTION AGREEMENT
This Management Stock Subscription Agreement, dated as of _________ ___,
2004 between Dresser-Rand Group Inc., a Delaware corporation, and the Employee
whose name appears on the signature page hereof (the "Employee"), is being
entered into pursuant to the Dresser-Rand Group Inc. Stock Incentive Plan (the
"Plan"). Capitalized terms used herein without definition have the meaning given
in the Plan.
The Company and the Employee hereby agree as follows:
Section 1. Purchase and Sale of Common Stock; Closing
(a) Purchase and Sale. Subject to all of the terms of this Agreement,
at the closing of the purchase and sale of the Shares (the "Closing"), the
Employee shall purchase, and the Company shall sell, the aggregate number
of shares of Common Stock set forth on the signature page hereof (the
"Shares"), at a purchase price of $4.33 per Share.
(b) Time and Place. The Company shall determine the time and place of
the Closing.
(c) Delivery by the Employee. At the Closing, the Employee shall
deliver to the Company the aggregate purchase price for the Shares and an
executed counterpart (or other written agreement) by which the Employee
will agree to be bound by the Stockholder Agreement.
(d) Delivery by the Company. At the Closing, the Company shall
register the Shares in the Employee's name. The Company will not deliver
share certificates to the Employee; instead, if the Company issues the
Shares in certificated form, certificates relating to the Shares shall be
held by the Secretary of the Company or his designee on behalf of the
Employee until the time of any initial public offering of the Common Stock
by the Company.
Section 2. Employee's Representations and Warranties
(a) Access to Information, Etc. The Employee represents, warrants and
covenants as follows:
(i) the Employee has carefully reviewed the Offering Memorandum,
dated as of November 19, 2004, each of its exhibits, appendices and
other attachments, each document incorporated by reference into the
Offering Memorandum, and the other materials
furnished to the Employee in connection with the offer and sale of the
Shares pursuant to this Agreement;
(ii) the Employee has had an adequate opportunity to consider
whether or not to purchase any of the shares of Common Stock offered
to the Employee, and to discuss such purchase with the Employee's
legal, tax and financial advisors;
(iii) the Employee understands the terms and conditions that
apply to the Shares, including any terms that apply to the Shares as a
result of the Employee agreeing to be bound by the Stockholder
Agreement, and the risks associated with an investment in the Shares;
(iv) the Employee has a good understanding of the English
language;
(v) the Employee is, and will be at the Closing, an officer or
employee of the Company or one of its Subsidiaries; and
(vi) the Employee is, and will be at the Closing, a resident of
the jurisdiction indicated as his or her address set forth on the
signature page of this Agreement.
(b) Ability to Bear Risk. The Employee represents and warrants as
follows:
(i) the Employee understands the transfer restrictions and other
provisions that apply to the Shares by virtue of the Employee becoming
bound by the Stockholder Agreement;
(ii) the financial situation of the Employee is such that he or
she can afford to bear the economic risk of holding the Shares for an
indefinite period; and
(iii) the Employee can afford to suffer the complete loss of his
or her investment in the Shares.
(c) Voluntary Purchase. The Employee represents and warrants that the
Employee is purchasing the Shares voluntarily.
(d) Not Right to Awards. The Employee acknowledges and agrees that the
sale of the Shares is entirely voluntary on the part of the Company and its
Subsidiaries, is being made on an exceptional basis and is not
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intended to be renewed or repeated, and should not be construed as creating
any obligation on the part of the Company or any of its Subsidiaries to
offer any shares of stock in the future.
(e) Investment Intention. The Employee represents and warrants that
the Employee is acquiring the Shares solely for his or her own account for
investment and not on behalf of any other person or with a view to, or for
sale in connection with, any distribution of the Shares.
(f) Securities Law Matters. The Employee acknowledges and represents
and warrants that the Employee understands that:
(i) the Shares have not been registered under the United States
Securities Act of 1933, as amended, or any state or non-United States
securities or "blue sky" laws;
(ii) it is not anticipated that there will be any public market
for the Shares;
(iii) the Company is under no obligation to register the Shares
or to make an exemption from registration available; and
(iv) any Shares issued in certificated form shall bear the
restrictive legend contained in Section 6 of the Stockholder
Agreement.
Section 3. Miscellaneous.
(a) Authorization to Share Personal Data. The Employee authorizes any
Subsidiary of the Company that employs the Employee or that otherwise has
or lawfully obtains personal data relating to the Employee to divulge such
personal data to the Company if and to the extent appropriate in connection
with this Agreement or the administration of the Stock Purchase Plan.
(b) Binding Effect; Benefits. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors and assigns. Nothing in this Agreement, express or implied, is
intended or shall be construed to give any person other than the parties to
this Agreement or their respective successors or assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or
any provision contained herein.
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(c) Amendment. This Agreement may be amended, modified or supplemented
only by a written instrument executed by the Employee and the Company.
(d) Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or the Employee without the prior written consent
of the other parties.
(e) Waiver of Jury Trial. EACH PARTY HEREBY WAIVES THE RIGHT TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY
OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(f) Section and Other Headings, etc. The section and other headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
DRESSER-RAND GROUP INC.
By:
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Name:
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Title:
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THE EMPLOYEE
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((Name))
Address of the Employee:
((Address))
Total Number of Shares of Common
Stock to be Purchased:
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Total Purchase Price:
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