Exhibit 10(m)(ix)
PERFORMANCE BONUS AGREEMENT
PERFORMANCE BONUS AGREEMENT (the "Agreement"), dated as of the 18th
day of
February, 2005, between Albany
International Corp., a Delaware corporation (the
"Company"), and [ _______________ ] (the
"Participant").
WHEREAS,
the Company adopted and maintains the Albany International
Corp.
2005 Incentive Plan (the "Plan");
WHEREAS,
Section 8 of the Plan provides for the grant of
performance-based
awards to participants in the Plan; and
WHEREAS,
Section 9 of the Plan provides for the annual establishment of
performance measures ("Performance
Measures") for performance-based awards;
NOW
THEREFORE, in consideration of the agreements and obligations
hereinafter set forth, the parties hereto
agree as follows:
1.
Definitions; References.
As used
herein, the following terms shall have the meanings indicated
below. Capitalized terms used but not
defined herein shall have the meanings
assigned to them in the Plan.
(i)
"Annual Distribution Amount" shall mean, with respect to a Bonus,
the
portion of such Bonus that is required to
be distributed in any calendar year
determined pursuant to Section 6
hereof.
(ii)
"Applicable Bonus Percentage" for the Participant for the
Performance
Period shall mean the percentage
established by the Committee for the
Participant in Section 4 hereof. The
Committee shall in every case provide for a
specific Applicable Bonus Percentage when
the Performance Percentage is equal to
100%, which Applicable Bonus Percentage
will be used to determine the Target
Amount.
(iii)
"Beneficiary" shall mean the person(s) designated by the
Participant
in a written instrument delivered pursuant
to the Plan to receive a payment due
under the Plan upon the Participant's
death, signed by the Participant and
delivered to the Company prior to the
Participant's death or, if no such written
instrument is on file, the Participant's
estate.
(iv)
"Bonus" with respect to the Performance Period shall mean a number
of
shares of Common Stock equal to the product
of the Target Amount multiplied by
the Applicable Bonus Percentage for the
Performance Period, together with the
Cash Dividend Equivalents, if any, provided
for from time to time pursuant to
Section 5(b).
(v) "Bonus
Account" shall have the meaning set forth in Section 5 hereof.
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(vi) "Cash
Dividend Equivalents" shall have the meaning set forth in
Section 5(b) hereof.
(vii) "Cause" shall be deemed to
exist if a majority of the members of the
Board of Directors determine that the
Participant has (i) caused substantial
harm to the Company with intent to do so or
as a result of gross negligence in
the performance of his or her duties; (ii)
not made a good faith effort to carry
out his or her duties; (iii) wrongfully and
substantially enriched himself or
herself at the expense of the Company; or
(iv) been convicted of a felony.
(viii)
"Determination Date" shall mean, with respect to the
Performance
Period, the date on which the Committee
shall have determined the Performance
Percentage for the Participant and whether
the Bonus shall be paid in cash or in
shares of Common Stock, which date shall
not be later than the last day of the
first February following the Performance
Period and shall have determined.
(ix)
"Disability" shall be deemed to exist if (i) by reason of mental
or
physical illness the Participant has not
performed his or her duties for a
period of six consecutive months; and (ii)
the Participant does not return to
the performance of his or her duties within
thirty days after written notice is
given by Company or one of its subsidiaries
that the Participant has been
determined by the Committee to be
"Disabled" under the Company's long term
disability policy.
(x)
"Dividend Payment Date" shall have the meaning set forth in
Section
5(b) hereof.
(xi) "Fair
Market Value" shall mean, with respect to any share of Common
Stock, the closing price of such share as
reported in "New York Stock Exchange
Composite Transactions" in "The Wall Street
Journal" for the relevant date or,
if no quotation shall have been made on
such relevant date, on the next
preceding day on which there were
quotations or, if the Company's shares of
Common Stock are not traded on such
exchange, such price as reported on such
other securities market or exchange on
which such shares are traded as the
Committee shall determine.
(xii)
"First Distribution Date" is the first Business Day on or after
March 1 of the year immediately following
the end of the Performance Period.
(xiii)
"Performance Percentage" shall mean with respect to the
Performance
Period the percentage determined pursuant
to the Scorecard.
(xiv)
"Performance Period" shall mean the period that begins on January
1
and ends on December 31 of the year
specified in Section 3.
(xv)
"Scorecard" shall mean a performance scorecard as set forth in
Section 3 hereof.
(xvi)
"Second Distribution Date" is the first Business Day on or
after
March 1 of the second year following the
end of the Performance Period.
2
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(xvii)
"Target Amount", with respect to the Performance Period, shall
mean
a number of shares of Common Stock
specified in Section 2, which is the amount
of the Bonus for the Performance Period if
the Performance Percentage is 100%.
(xviii)
"Third Distribution Date" is the first Business Day on or after
March 1 of the third year following the end
of the Performance Period.
(xix)
"Value" of shares of Common Stock on any date means the average
Fair
Market Value of a share of Common Stock
over the Business Days in the February
preceding such date.
2.
Establishment of the Target Amount. Pursuant to, and subject to,
the
terms and conditions set forth herein and
in the Plan, the Company hereby
establishes the Participant's Target Amount
at [ _______ ] shares of Common
Stock for the Performance Period. The Bonus
shall be determined based on Target
Amount in the manner set forth in Sections
3 and 4 hereof.
3.
Establishment of the Scorecard. Pursuant to, and subject to, the
terms
and conditions set forth herein and in the
Plan, the Company hereby establishes
the Scorecard, attached hereto as Exhibit
A, based on the objective criteria
specified, with which to evaluate the
Participant's performance for 2005 (the
"Performance Period"). The Scorecard shall
represent an objective basis for
determining the Performance Percentage for
2005.
4.
Adjustment of the Target Amount. As soon as practicable after the
end
of the Performance Period, and in no event
later than the last day of the first
February following the Performance Period,
the Committee shall determine the
Performance Percentage based on the
Scorecard. The Applicable Bonus Percentage
with respect to the Participant for the
Performance Period shall be equal to the
Performance Percentage so determined. The
Committee shall have discretion to
reduce (but not increase) the amount of the
Bonus determined for the Participant
for the Performance Period at any time
prior to the crediting of such Bonus to
the Participant's Bonus Account as provided
in Section 5 below. The Committee
may, but shall not be required to, set
forth in Exhibit B hereto such criteria
(which may be subjective) to be used as the
basis by the Committee to make any
such reduction.
5. Bonus
Account. Pursuant to, and subject to, the terms and conditions
set forth herein and in the Plan, the
Company shall establish a Bonus Account in
the name of, and for the benefit of, the
Participant (the "Bonus Account").
There shall be a separate Bonus Account for
the Participant for each Performance
Period.
a. Within thirty (30) days of the Determination Date, but in no
event
later than March 1 immediately following the Determination Date,
the
Company
shall credit to the Bonus Account the Bonus.
b. The Company shall credit the Bonus Account of each Participant
as
of each
date on which the Company pays a cash dividend on shares of
Common
Stock (a
"Dividen
