Exhibit 10.1
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made the ________ day of
_________, 2005 by and between
Dresser-Rand Group Inc., a Delaware
corporation (the "Corporation"), and
_____________________, who currently is
serving as a member of the Board of
Directors of the Corporation (the
"Director").
WHEREAS, the Director is currently serving
in the capacity described above;
WHEREAS, the Corporation wishes the
Director to continue to serve in such
capacity and the Director is willing, under
certain circumstances, to continue
in such capacity;
WHEREAS, the Corporation has agreed to
provide the Director with the benefits
contemplated in this Agreement.
NOW, THEREFORE, in consideration of the
Director's continued and future service
to the Corporation, the parties agree as
follows:
1. INDEMNIFICATION. The
Corporation agrees to indemnify the Director to the
full extent
permitted by Delaware General Corporation Law, as it exists now
and as it may be
amended in the future to provide additional
indemnification
for the Director, subject to the provisions of this
Agreement. If
the Director is entitled under any provision of this
Agreement to
indemnification by the Company for a portion of any Expenses
(as defined
below), losses, liabilities, judgments, fines, penalties and
amounts paid in
settlement incurred by the Director, but not for the total
amount thereof,
the Corporation shall nevertheless indemnify the Director
for such
portion.
2. ADDITIONAL INDEMNIFICATION
AND PAYMENT OF EXPENSES. Without limiting the
indemnification
provided in Section 1 and subject to the limitations, terms
and conditions
of this Agreement, including, but not limited to, the
limitations in
Section 7, the Corporation agrees to:
(a) indemnify the Director against all
judgments for both compensatory and
punitive damages, fines, penalties and settlements incurred in
connection with any threatened, pending or completed action, suit
or
proceeding, whether civil, criminal, administrative or
investigative
(including, but not limited to, any action by or in the right of
the
Corporation) (a "Proceeding"), to which the Director is, was or at
any
time becomes a party, or is threatened to be made a party, by
reason
of the fact that the Director is, was or at any time becomes a
director, officer, employee, agent or fiduciary of the Corporation,
or
is or was serving or at any time serves at the request of the
Corporation as a director, officer, employee, agent, or fiduciary
of
another corporation, partnership, joint venture, trust or other
enterprise or with respect to any employee benefit plan (or its
participants or beneficiaries) of the Corporation or any such
other
enterprise, and
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(b) pay all costs, charges and other
expenses, including, but not limited
to, attorneys' fees, costs of appearance, attachment and similar
bonds
(hereinafter referred to as "Expenses" incurred in connection with
the
investigation and defense of any action, suit or proceeding
described
in Section 2(a).
(c) The Corporation intends that the
Director shall be indemnified to the
fullest extent permitted by law as provided in Section 1 and that
to
the fullest extent consistent therewith no determination that
indemnification is permissible (a "Determination") shall be
required
in connection with such indemnification. In no event shall a
Determination be required in connection with advancement of
Expenses
pursuant to Section 5 or in connection with indemnification for
Expenses incurred as a witness or incurred in connection with
any
Proceeding or portion thereof with respect to which the Director
has
been successful on the merits or otherwise. Any decision that a
Determination is required by law in connection with any other
indemnification of Indemnitee, and any such Determination, shall
be
made within 30 days after receipt of the Director's written
request
for indemnification. At the Director's request, such
Determination
shall be made by independent legal counsel in a written opinion to
the
Corporation and such Director, and such counsel shall: (a) be
competent to deliver such opinion, (b) not otherwise have
performed
any services for the Corporation or any of its affiliates or for
the
Director within the past three years (other than with respect
to
matters concerning the rights of a director or officer of the
Corporation under this Agreement or a similar agreement), and (c)
be
selected by the Corporation with the consent of the Director,
such
consent not to be unreasonably withheld. The Corporation shall pay
the
fees and expenses of such independent legal counsel. Subject to
Section 8, If a Determination unfavorable to a Director is made,
the
Director shall have the right to challenge such Determination
before a
court of competent jurisdiction.
3. MAINTENANCE OF D&O
INSURANCE. The Corporation currently maintains
directors' and
officers' liability insurance with a limit of coverage of
$40,000,000 for
individual directors (the "D&O Policies").
(a) So long as the Director shall
continue to serve in any capacity
described in Section 2 and thereafter so long as the Director shall
be
subject to any possible action, suit or proceeding by reason of
the
fact that the Director served in any of said capacities, the
Corporation will purchase and maintain in effect for the benefit
of
the Director one or more valid, binding and enforceable policies
of
directors' and officers' liability insurance providing, in all
respects, (i) coverage and amounts at least comparable to that
provided pursuant to the D&O Policies and (ii) the same rights
and
benefits accorded to the most favorably insured of the
Corporation's
and its subsidiaries' then current directors and officers.
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(b) Notwithstanding Section 3(a), the
Corporation shall not be required to
maintain directors' and officers' liability insurance in effect
if
such insurance is not reasonably available or if, in the
reasonable
business judgment of the Board of
