Exhibit 10(m)(xiv)
PERFORMANCE BONUS AGREEMENT
This PERFORMANCE BONUS AGREEMENT (the "Agreement"), is
dated as of
the 26th day of February, 2009, 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.
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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 first ten
Business Days in the
month of January 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
2009 (the "Performance Period"). The
Scorecard shall represent an objective
basis for determining the Performance Percentage for 2009.
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
