KAYDON CORPORATION CHANGE IN CONTROL COMPENSATION AGREEMENT

EXHIBIT 10.18

KAYDON CORPORATION
CHANGE IN CONTROL COMPENSATION AGREEMENT

     AGREEMENT made and executed December 3, 2007 between KAYDON CORPORATION, a Delaware corporation, 315 East Eisenhower Parkway, Suite 300, Ann Arbor, Michigan 48108 (Kaydon), and Anthony T. Behrman (the Executive). This Agreement is effective on the date provided above.

     The Board of Directors of Kaydon has recommended and approved that Kaydon enter into agreements providing for compensation under certain circumstances involving a change in control of Kaydon. Executive is a key executive of Kaydon or one or more of its Subsidiaries and has been selected by the Compensation Committee of the Board of Directors to enter into this Agreement.

     The Board of Directors believes it is imperative that Kaydon and the Board be able to rely upon Executive to continue in his position should Kaydon become subject to a proposed or threatened Change in Control. The Board also believes it is critical that Kaydon and the Board be able to receive and rely upon Executive’s advice, if requested, as to the best interests of Kaydon and its stockholders, without concern that Executive might be distracted by the personal uncertainties and risks created by such a proposal or threat. The parties anticipate that this may require actions above and beyond Executive’s regular duties as the Board determines to be appropriate.

     To assure Kaydon that it will have the continued dedication of Executive and the availability of Executive’s advice and counsel notwithstanding the possibility, threat or occurrence of an effort to take over control of Kaydon, and to induce Executive to remain in the employ of Kaydon and its Subsidiaries and for other good and valuable consideration, Kaydon and Executive agree as follows:

     1.  Services During Certain Events . In the event a third person begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps to effect a Change in Control, Executive agrees that he will not voluntarily terminate employment with Kaydon (or the Subsidiary then employing Executive) on less than three months written notice to the Board of Directors or the Chief Executive Officer of Kaydon, will render the services expected of his position, and will act in all things related to the interests of the stockholders of Kaydon until the third person has abandoned or terminated the efforts to effect a Change in Control or until a Change in Control has occurred.

     2.  Termination In Connection With or Following Change in Control . In the event that Executive’s employment is terminated under the circumstances stated in Subsection (a) during the period beginning on the date a third person begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps to effect a Change in Control and ending on the earlier of the complete abandonment of that effort, the date which is three years following the date a Change in Control is deemed to have occurred or the date

this Agreement ceases to apply to Executive (the Protected Period), Kaydon will provide to Executive the rights and benefits described in Subsection (b), except as provided in Subsection (c).

          a.  Circumstances . This Agreement applies if Executive’s employment is terminated:

               i.  By Kaydon . By Kaydon (or the Subsidiary employing Executive) for reasons other than For Cause and other than as a consequence of Executive’s death, permanent disability or attainment of the normal retirement date under the Kaydon Corporation Retirement Plan (the Retirement Plan) or other Kaydon retirement plan applicable to Executive, as in effect immediately preceding that date; or

               ii.  By Executive . By Executive following the occurrence of any of the following events:

                    A.  Demotion . The assignment of Executive to any duties or responsibilities that are a reduction of, or are materially inconsistent with, Executive’s position, duties, responsibilities or status immediately preceding the beginning of the Protected Period;

                    B.  Reporting . A change in Executive’s reporting responsibilities or titles in effect immediately preceding the beginning of the Protected Period resulting in a reduction of Executive’s responsibilities or position;

                    C.  Reduction . The reduction of Executive’s annual salary, projected or target annual bonus (including any deferred portions), level of benefits (except for a reduction uniformly applicable to all similarly situated executives), target long-term incentives, stock options, projected Supplemental Executive Retirement Plan benefits, or supplemental compensation in effect at the beginning of the Protected Period; or

                    D.  Location . The transfer of Executive to a location at least fifty miles from Executive’s location at the beginning of the Protected Period requiring a change in residence or a material increase in the amount of travel normally required of Executive in connection with employment.

          b.  Rights and Benefits . The rights and benefits under this Agreement are all of the following:

               i.  Additional Compensation . Payment of an amount equal to:

                    A.  Salary . One (1) times the greater of the Executive’s base salary for the calendar year in which the termination of employment occurs or for the preceding calendar year; plus

                    B.  Bonus . One (1) times the greater of:

	•		The average bonus payable to Executive over the most recent three-year fiscal period (or the period during which the Executive has been employed by Kaydon (or any of its Subsidiaries) if less than three years); or
	•		Executive’s target bonus for the calendar year in which the termination of employment occurs.

               ii.  Incentive Compensation . Payment of all amounts to which Executive is entitled under all incentive compensation plans maintained by Kaydon or any Subsidiary or to which Executive would be entitled to by virtue of Executive’s employment with the corporation or entity which succeeds Kaydon after a Change in Control.

                    A.  Incentive Compensation Plans . This amount includes, but is not limited to, any award under any Kaydon incentive compensation plan for a prior year that has not been paid to Executive at the time of termination of employment.

                    B.  Increase . In addition, Executive shall receive an amount equal to 1/12 of the greater of:

	•		The projected incentive compensation plan awards for the year in which termination of employment occurs; or
	•		The incentive compensation plan awards to the Executive for the most recently ended plan year,

for each full or partial month in the current plan year prior to the month of Executive’s termination of employment.

                    C.  Acceleration . This Subsection (ii) may not accelerate the time, or modify the form, of any payment to Executive unless Executive’s employment is terminated within two years after a Change in Control as defined in Section 5.b. occurs.

               iii.  Supplemental Executive Retirement Plan Benefits . In the event a Change in Control occurs, payment of the Actuarial Equivalent (except as limited below) of the Executive’s vested Accrued Benefit under the Kaydon Corporation Supplemental Executive Retirement Plan (the SERP), if any, adjusted as provided in this subsection iii to the extent applicable to the Executive.

                    A.  Vesting . If the Executive is not otherwise vested in the SERP Accrued Benefit, Executive will fully vest in the Executive’s Accrued Benefit under the SERP if the Executive:

•

Is age 55 or older at the time of the Change in Control; and

•

Is fully vested in the Retirement Plan (or would be fully vested if Executive was a participant in that Plan) at the time of the Change in Control.

                    B.  Additional Credit . Executive’s benefit and Accrued Benefit under the SERP will be computed by crediting the Executive with the Additional Credit provided in Section 2.18(a) and the Discretionary Credit provided in Section 2.18(b) of the SERP if the Executive qualifies for that credit at that time or, if the Executive does not otherwise qualify for that credit at the time of the Change in Control under the terms of that Section 2.18(a) or (b), the Executive:

	•		Has been (and remains) identified in the SERP as an individual eligible for that Additional or Discretionary Credit or was removed as an individual eligible for that Credit in anticipation of the Change in Control; and
	•		Is vested in the Executive’s Accrued Benefit under the SERP under the terms of the SERP or subsection A, above.

                    C.  Actuarial Equivalent . The Actuarial Equivalent of the payments from the SERP determined under that Plan and this subsection shall be determined by taking into account the reduction for early commencement of benefits imposed by that Plan and by using reasonable actuarial assumptions. For purposes of determining the lump sum actuarial equivalent, the corresponding actuarial assumptions provided in the Retirement Plan (or, to the extent not provided in that Plan, as provided under GATT) shall be used.

                    D.  Effect . If Executive is a Participant in the SERP, the execution of this Agreement constitutes:

	•		An amendment of the SERP with respect to Executive to effect these provisions;
	•		Agreement by Executive to the terms of, and consent in accordance with Section 6.1(a) of the SERP to, the amended and restated SERP adopted by the Board of Directors on May 17, 2007 and to the amendments to the SERP provided in this Agreement;
	•		Agreement by Kaydon and Executive that Executive may not be removed from the Additional Credit provisions of the SERP once steps to effect a Change in Control have commenced; and
	•		Agreement by Kaydon and Executive that Executive’s employment with any successor to Kaydon shall not cause forfeiture of Executive’s benefits under the SERP under Section 3.6(a) of the SERP.

Payment of the SERP benefit as provided by this Agreement satisfies Kaydon’s obligations to Executive, if any, under the SERP. If Executive’s employment is terminated in anticipation of a Change in Control but a Change in Control does not occur, subsections A., B. and D. shall operate but payment of the SERP benefit will occur under the terms of the SERP without acceleration under this Agreement.

                    E.  Limitation . Notwithstanding any other provision of this Agreement, this subsection (iii) does not provide any SERP benefit to Executive if Executive is not an Active Participant in the SERP immediately prior to the Change in Control, unless Executive was removed as an Active Participant in the SERP or the SERP was amended or terminated in anticipation of the Change in Control.

                    F.  Acceleration . This Subsection (ii) may not accelerate the time, or modify the form, of any payment to Executive unless Executive’s employment is terminated within two years after a Change in Control as defined in Section 5.b. occurs. If the Executive’s employment is terminated other than as provided above, the Executive’s SERP benefit will be paid at the time and in the form provided in the SERP without regard to the acceleration of payment and change to the lump sum form provided by this Agreement, but within the other modifications provided here.

               iv.  Other Compensation . Immediate acceleration of vesting and exercisability of any outstanding stock option, stock appreciation right, restricted stock, or other similar incentive compensation rights. This provision may not accelerate the time, or modify the form, of any payment to Executive unless Executive’s employment is terminated within two years after a Change in Control as defined in Section 5.b. occurs.

               v.  Insurance and Other Special Benefits . Continued coverage under the life insurance and medical, dental and prescription drug insurance or other coverage (ie, provision of in kind benefits or reimbursement of expenses incurred by Executive covered by the medical, dental and prescription drug plans, to the extent the expenses are referred to in Section 105(b) of the Internal Revenue Code) of Kaydon and its Subsidiaries (or any successor plan or program in effect at or after termination of Executive’s employment for employees in the same class or category as was Executive prior to termination) for the period provided in (A), below, subject to the conditions provided in (B), below.

                    A.  Period . These benefits will be provided until the earlier of:

	•		One year from the date of termination of Executive’s employment;
	•		The Executive’s Normal Retirement Date (as defined in the Retirement Plan) (and, in the case of medical insurance, until Executive is eligible for Parts A and B of Medicare or their equivalent, if later); or

•

The date Executive obtains reasonably comparable life insurance, medical insurance, dental insurance, accident insurance, or disability insurance, as the case may be, at no greater cost to Executive than was the case at Kaydon.

     The one year limitation provided above will not apply if Executive:

	•		Is age 55 or older at the time of the Change in Control; and
	•		Is fully vested in the Retirement Plan (or would be fully vested if Executive was a participant in that Plan) at the time of the Change in Control.

                    B.  Conditions . Continued coverage is subject to the terms of the governing plans (other than any exclusion preventing Executive’s participation because Executive is no longer an employee), to Executive’s making any payments for coverage required of employees in the same class or category as was Executive prior to termination, and to any limitations necessary to comply with Section 409A and avoid penalties on the Executive under Section 409A. Executive agrees to waive any continued coverage that exceeds the limits imposed by Section 409A. In addition:

	•		The in kind benefits and the amount eligible for reimbursement during a taxable year of Executive may not affect the in kind benefits to be provided or reimbursement in any other taxable year, except that the lifetime and other benefit limits of the medical, dental and prescription drug plans continue to apply.
	•		The reimbursement of an eligible amount must be made on or before the last day of Executive’s taxable year next following the taxable year in which the expense being reimbursed was incurred.
	•		The right to this in kind benefit or reimbursement is not subject to liquidation or exchange for any other benefit.

                    C.  Alternative . If Executive is ineligible to continue to be covered under the terms of any such benefit plan or program, or in the event Executive is eligible but the benefits applicable to Executive under any such plan or program after termination of employment are not substantially equivalent to the benefits applicable to Executive immediately prior to termination, Kaydon shall provide such substantially equivalent benefits, or such additional benefits as may be necessary to make the benefits applicable to Executive substantially equivalent to those in effect before termination of Executive’s employment, through other sources, subject to all of the limitations and conditions provided above.

                    D.  Other . Nothing contained in this subsection (v) shall be deemed to require or permit termination or restriction of Executive’s coverage under any

other plan or program of Kaydon or any of its subsidiaries or any successor plan or program to which Executive is entitled under the terms of such plan or program.

               vi.  Outplacement Services . Reimbursement of the cost of full outplacement services provided by the professional outplacement consulting firm of Executive’s choosing, to a maximum cost of 15% of the Executive’s base salary for the calendar year preceding the calendar year in which termination of Executive’s employment occurs, provided that all expenses reimbursable under this Subsection 2(b)(vi) must be incurred no later than December 31 of the second calendar year following the calendar year in which Executive separates from service and must be reimbursed no later than December 31 of the third calendar year following the calendar year in which Executive separates from service.

                    A.  Effect . The amount eligible for reimbursement during a taxable year of Executive may not affect the amount eligible for reimbur