KAYDON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated

Exhibit 10.2

KAYDON CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

KAYDON CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Kaydon Corporation and certain of its related entities identified in Appendix A (individually, an Employer, or collectively, the Employers) amend and restate the Kaydon Corporation Supplemental Executive Retirement Plan (the Plan) effective October 23, 2008.

ARTICLE I
Establishment

1.1. Effective Date . This Plan was generally effective as of January 1, 1994 as to Kaydon Corporation and January 1, 1997 as to the other Employer or Employers. The Plan was amended and restated in 1997 and 1998, in both cases to reflect amendments adopted by the Board November 7, 1996, was amended and restated effective January 1, 2005 to reflect Section 409A of the Internal Revenue Code, and is now further amended and restated, effective October 23, 2008, to reflect the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and to make certain other clarifying changes.

1.2. Intent . The Plan is intended to be an unfunded deferred compensation arrangement for purposes of the Internal Revenue Code of 1986, as amended (the Code) and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

(a) ERISA Exemption . The Plan is provided for the benefit of a select group of management employees, is intended to result in taxation to participants only when amounts are actually received under this Plan and is intended to be exempt from the participation, funding, vesting and fiduciary requirements of ERISA.

(b) Unfunded . The Plan constitutes only a promise by each Employer to make benefit payments in the future. Participants have the status of general unsecured creditors of their Employer.

1.3. Trust . Any trust created by an Employer and any assets held by the trust to assist the Employer in meeting its obligations under this Plan will conform, in general form, to the terms of the model trust described in Rev. Proc. 92-64 as modified from time to time. Notwithstanding that general rule, however, effective January 1, 2008, no new assets may be set aside in any such trust (or any other arrangement) to fund benefits under this Plan for any Covered Employee during any Restricted Period.

(a) Covered Employee . A Covered Employee is the Chief Executive Officer of the Employer or any member of a controlled group that includes the Employer (or any individual acting in that capacity) during the taxable year, the four highest compensated officers of the Employer for the taxable year (in addition to the Chief Executive Officer), any other individuals subject to Section 16(a) of the Securities Exchange Act of 1934 for the taxable year, and any former employee of the Employer or any member of a controlled group that includes the Employer who was a Covered Employee at the time of termination of employment with the Employer or that controlled group member.

(b) Restricted Period . The Restricted Period is any period that a defined benefit plan maintained by the Employer or any member of a controlled group that includes the Employer is “at risk” as defined in Section 430(i) of the Code, any period the Employer is in bankruptcy, or the 12 month period beginning six months before the termination of any underfunded defined benefit plan maintained by the Employer or any member of a controlled group that includes the Employer.

ARTICLE II
Definitions

2.1. Accrued Benefit . A participant’s Accrued Benefit is the Retirement Benefit earned to date under the Basic form taking into account the offset of the participant’s accrued benefit under the Kaydon Corporation Retirement Plan from time to time.

(a) Calculation . The Accrued Benefit is based on the Average Monthly Compensation, Years of Vesting Service, Years of Credited Service (to a maximum of 30), the benefit formula and the remaining Plan provisions in effect at the earlier of termination of employment, cessation of Active Participation, or other earlier computation date and, for purposes of determining the accrued benefit under the Kaydon Corporation Retirement Plan, the terms of that Plan in effect from time to time.

(b) Reduction . The Accrued Benefit of a participant who receives payment of any benefits under the Plan is reduced by the Actuarial Equivalent of the payments.

2.2. Active Participant . An Active Participant is an employee of the Employer who has been designated by the Board of Directors or by the Committee of the Board of Directors as eligible to begin accruing benefits under this Plan and is identified in Appendix B.

(a) Cessation of Active Participation . An employee who becomes an Active Participant remains an Active Participant until the earlier of the date on which the Employee incurs a Separation of Service, and the date the employee is removed from this Plan by the Board of Directors or the Committee.

(b) Participation . An individual who is or was an Active Participant remains a participant until no further amounts are payable to the individual under this Plan.

2.3. Actuarial Equivalent . Actuarial Equivalence is determined under the assumptions and methods set forth in Appendix E.

2.4. Average Monthly Compensation . Average Monthly Compensation is the participant’s Average Monthly Compensation determined under the Kaydon Corporation Retirement Plan, calculated at the earlier of termination of employment, cessation of Active Participation, or other earlier computation date using the definition of Compensation contained in this Plan.

2.5. Board of Directors . The Board of Directors is the Board of Directors of Kaydon Corporation.

2.6. Compensation . Compensation is Compensation as provided in the Kaydon Corporation Retirement Plan, except that Compensation is determined without application of the Code Section 401(a)(17) Dollar Limit and the Compensation Dollar Limit of the Kaydon Corporation Retirement Plan.

2.7. Committee . The Committee is the Compensation Committee of the Board of Directors. Any members of the Committee who are employees may not receive compensation for their services to the Committee relating to this Plan.

2.8. Complying Election . A Complying Election is an election that:

(a) 2006 . If made prior to January 1, 2007, applies only to amounts that would not otherwise be payable in 2006 and does not cause an amount to be paid in 2006 that would not otherwise be payable in 2006; and

(b) 2007 . If made on or after January 1, 2007 and before January 1, 2008, applies only to amounts that would not otherwise be payable in 2007 and does not cause an amount to be paid in 2007 that would not otherwise be payable in 2007.

2.9. Covered Compensation . Covered Compensation is Covered Compensation as provided in the Kaydon Corporation Retirement Plan.

2.10. Disability . Disability is the occurrence of any medically determinable physical or mental impairment that:

(a) Condition . Is expected to result in death or to last for a continuous period of not less than 12 months;

(b) Cessation of Work . Causes the individual to cease active work with the Employer;

(c) Approval . Is approved by the Board of Directors or the Committee in its discretion, based on evidence satisfactory to it; and

(d) Effect . Causes the participant to:

(i) Activity . Be unable to engage in any substantial gainful activity; or

(ii) Benefit . Receive income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer.

Receipt of permanent and total disability benefits under the Social Security Act, as amended, or a finding of Disability for purposes of the Kaydon Corporation Retirement Plan may be considered by the Board or the Committee, but are not dispositive.

2.11. Disability Retirement Eligibility . Disability Retirement Eligibility is the Disability of an Active Participant who has attained age 55 (in fact or based on a deemed age determined at date of hire) and completed at least ten (10) Years of Vesting Service or ten (10) Years of Credited Service (without regard to any Additional or Discretionary Credit provided under Section 2.20(a) or (b) other than credit granted at date of hire).

2.12. Early Retirement Eligibility . Early Retirement Eligibility is the attainment of age 55 (in fact or based on a deemed age determined at date of hire) and the completion of at least ten (10) Years of Vesting Service by an Active Participant.

2.13. Employer .

(a) Except as otherwise provided in part (b) of this Section, the term Employer means Kaydon Corporation and any successor corporations. Employer shall also include affiliates and subsidiaries of Kaydon Corporation, and any successor corporations, if the Committee provides that such corporation shall participate in the Plan.

(b) For purposes of determining whether an Active Participant has experienced a Separation from Service, the term Employer shall mean the entity for which the Active Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises, and shall also include all other entities with which such entity would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable, provided that an ownership threshold of 50% shall be substituted for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (i) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (ii) Treas. Reg. § 1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

2.14. Normal Retirement Eligibility . Normal Retirement Eligibility is:

(a) General Rule . The attainment of age 65 (in fact or based on a deemed age determined at date of hire) and the completion of at least ten (10) Years of Vesting Service or ten (10) Years of Credited Service (without regard to any Additional or Discretionary Credit provided under Section 2.18(a) or (b) other than credit granted at date of hire) by an Active Participant; or

(b) Special Rule . The attainment of age 65 by an Active Participant who was first employed by an Employer after age 55.

2.15. Plan Year . The Plan Year is an annual accounting period ending each December 31.

2.16. Separation from Service . Separation from Service shall mean the Active Participant’s termination of employment with the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Treas. Reg. § 1.409A-1(h). An Active Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Active Participant and the Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Active Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Active Participant (whether as an employee or independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Active Participant has been providing services to the Employer for less than 36 months).

If an Active Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Active Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or if longer, so long as the Active Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds six months and the Active Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such six-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Active Participant will return to perform services for the Employer.

2.17. Specified Employee . Specified Employee means a service provider who, at any time during the 12-month period ending on December 31 of each year (the “Identification Date”), is:

(a) Officer . An officer of the employer with annual compensation greater than $150,000 in 2008 (as adjusted for future years as provided in Section 416 of the Code);

(b) Five Percent Owner . A 5-percent owner of the Employer; or

(c) One Percent Owner . A 1-percent owner of the Employer with annual compensation greater than $150,000,

in each case, to the extent that the Employer is a publicly traded company on the date of such service provider’s Separation from Service. Such a service provider is a Specified Employee for the 12-month period beginning on the first April 1 following the Identification Date and ending on March 31 of the following year.

2.18. Vested Retirement Eligibility . Vested Retirement Eligibility is the attainment of a vested interest in an Accrued Benefit. The Accrued Benefit is vested upon the earlier of:

(a) Age and Service . The attainment of age 55 while (or prior to becoming) an Active Participant and the completion of either ten (10) Years of Vesting Service or ten (10) Years of Credited Service (without regard to any Additional or Discretionary Credit provided under Section 2.19(a) or (b)); or

(b) Age . The attainment of age 65 while (or prior to becoming) an Active Participant.

2.19. Year of Credited Service . A Year of Credited Service is a Year of Credited Service determined under the Kaydon Corporation Retirement Plan, including service credited prior to participation in this Plan, except that:

(a) Additional Credit . For purposes of the Accrued Benefit once the individual attains the Eligibility requirement below and for purposes of the computation of the Normal Retirement, Early Retirement, Death, or Disability Benefit under Sections 3.1, 3.2, 3.4 and 3.5(b) only (and not for purposes of calculating the Accrued Benefit prior to the time the individual attains the Eligibility requirement below, calculating the Vested Retirement Benefit, or determining eligibility for a benefit, vesting, or any other purpose), Active Participants identified in Appendix C as potentially eligible for Additional Credit who are described in this subsection will be credited with Years of Credited Service as provided in this subsection in addition to the Years of Credited Service already credited to the participant.

(i) Eligibility . An individual is eligible for the additional credit provided in subsection (ii) if the individual attains while an Active Participant in this Plan Normal Retirement Eligibility, Disability Retirement Eligibility, or Early Retirement Eligibility and age 62, or dies while an Active Participant in this Plan with a Qualifying Spouse who is eligible for a benefit under Section 3.5(b).

(ii) Amount of Credit . The number of additional Years of Credited Service credited is equal to the Active Participant’s Years of Credited Service actually earned under the Kaydon Corporation Retirement Plan or credited under Section 3.7 of this Plan (excluding, for example, Years of Credited Service imputed under the terms of that Plan or this Plan, other than in accordance with Section 3.7 of this Plan).

(iii) Removal . An individual may be removed from the list of Active Participants identified in Appendix C as potentially eligible for Additional Credit at any time prior to the earlier of attainment of the Eligibility requirement, above, and the date which is six months prior to the time the provisions of Section 3.8 of this Plan have operated with respect to the individual. Subject to that limitation, that removal may occur in the discretion of the Board of Directors or the Committee.

(b) Discretionary Credit . The Committee also has the authority, in its complete and absolute discretion, to grant on a case by case basis additional Years of Credited Service in addition to the Years of Credited Service already credited to the participant. Any Years of Credited Service granted under this subsection (b) after October 1, 2004 other than at date of hire may be granted for purposes of the computation of the Normal Retirement, Early Retirement, Vested Retirement, Death, or Disability Benefit under Sections 3.1, 3.2, 3.3, 3.4 and 3.5(b) only (and not for purposes of determining eligibility for a benefit, vesting, or any other purpose that could have the effect of accelerating the time of payment of benefits under the Plan).

(c) Maximum . In every case, total Years of Credited Service (including any Additional Credit under subsection (a) and any Discretionary Credit under subsection (b)) are limited to 30.

(d) Limitation . Years of Credited Service are not credited under this Plan after an individual ceases to be an Active Participant in this Plan.

2.20. Year of Vesting Service . A Year of Vesting Service is a Year of Vesting Service determined under the Kaydon Corporation Retirement Plan, except that Years of Vesting Service are not credited under this Plan after an individual ceases to be an Active Participant in this Plan.

ARTICLE III
Benefits

3.1. Normal Retirement Benefit . An Active Participant who attains Normal Retirement Eligibility is entitled to the following benefit, calculated in the Basic form, payable beginning on the first day of the month following Separation from Service at or after attainment of Normal Retirement Eligibility (or later, as required by Section 4.1(d)). The benefit is one percent (1%) of Average Monthly Compensation plus fifty-eight hundredths percent (.58%) of Average Monthly Compensation in excess of Covered Compensation, multiplied by Years of Credited Service (to a maximum of 30 years), less the participant’s accrued benefit under the Kaydon Corporation Retirement Plan, calculated in the Basic Form, as if payable beginning at the same date.

3.2. Early Retirement Benefit . A participant who retires and separates from service after attaining Early Retirement Eligibility is entitled to a benefit computed in the same manner as the Normal Retirement Benefit, payable beginning on the first day of the month following the later of Separation from Service and attainment of Early Retirement Eligibility (or later, as required by Section 4.l(d)). The benefit is calculated by subtracting from the Actuarial Equivalent (determined under Appendix E) of the participant’s Accrued Benefit (calculated without the offset of the benefit under the Kaydon Corporation Retirement Plan) the participant’s actuarially adjusted benefit under the Kaydon Corporation Retirement Plan from time to time.

3.3. Vested Retirement Benefit . A participant who retires and separates from service after attaining Vested Retirement Eligibility is entitled to a benefit calculated under the formula provided in Section 3.1, calculated in the Basic form, payable beginning on the first day of the month following the later of Separation from Service and attainment of age 65 (or later, as required by Section 4.1(d)).

3.4. Disability Benefit . A participant who attains Disability Retirement Eligibility and retires due to Disability is entitled to the individual’s Accrued Benefit, payable beginning on the first day of the month following the later of Separation from Service and attainment of age 65 (or later, as required by Section 4.1(d)), calculated based on the Years of Credited Service the participant would have completed had employment continued to Normal Retirement Eligibility (with additional Years of Credited Service credited under Section 2.20(a), if applicable, based only on the individual’s actual Years of Credited Service and under Section 2.20(b), if applicable) and Average Monthly Compensation determined on the first day of the month coincident with or next following the occurrence of the Disability, reduced dollar for dollar by any benefits being received by the participant under the Employer’s long term disability insurance program (provided that program constitutes bona fide disability pay within the meaning of IRC Reg. 1.409A-1(a)(5)).

(a) Notice . A participant whose employment terminated as the result of a permanent disability must advise the Committee within sixty (60) days should payment of Social Security disability insurance benefits be discontinued.

(b) Examination . The Committee may require any participant whose employment terminated as the result of a permanent disability to provide evidence the Committee considers appropriate verifying the participant’s continued eligibility for disability benefits under this Plan.

(c) Effect of Discontinuance . If the permanent disability of a participant ceases, the Disability Benefit shall also cease and the participant shall receive no further Years of Credited Service unless, in the case of a participant receiving an unreduced Disability Benefit, the participant returns to the employ of an Employer within thirty (30) days after the cessation of disability.

(i) Special Credit . In that event, the participant shall receive Years of Credited Service for the entire period of permanent disability.

(ii) Other . If the participant does not return to the employ of an Employer within thirty (30) days after the cessation of disability, or in the case of a participant receiving a reduced Disability Benefit, the participant shall