Exhibit 10.13
Form for Executive
Officers
XERIUM TECHNOLOGIES,
INC.
2006 CORPORATE AWARD UNDER
THE
2006 CASH INCENTIVE BONUS
PLAN
In recognition of the important
contributions that
(the “Employee”) can make to the success of Xerium
Technologies, Inc. (the “Company”) and its affiliates,
pursuant to the Xerium Technologies, Inc. 2006 Cash Incentive Bonus
Plan (the “Plan”), the Company hereby grants to the
Employee the award (the “Corporate Award”) set forth
below.
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1.
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The
Plan . This Corporate
Award is intended to be an Award under the Plan. This Corporate
Award is further intended to be an Exempt Award under the
Plan.
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2.
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2006
Corporate Procedures .
Reference is made to the Xerium Technologies, Inc. 2006 Corporate
Cash Incentive Procedures (the “2006 Corporate
Procedures”) adopted by the Compensation Committee of the
Board of Directors of the Company under the Plan and attached
hereto as Exhibit A. This Corporate Award is intended to be a
Corporate Award under the 2006 Corporate Procedures, the terms of
which are hereby incorporated herein by reference.
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3.
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The
Corporate Award . You are
hereby designated as a “Corporate Participant” under
the 2006 Corporate Procedures. Your “Specified
Percentage” for the purposes of the 2006 Corporate Procedures
is
%.
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4.
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General . This Corporate Award is made subject to all of
the provisions of the Plan and the 2006 Corporate Procedures.
Without limiting the generality of the foregoing, the making of
this Corporate Award is conditioned upon the approval of the Plan
by the stockholders of the Company.
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IN WITNESS WHEREOF, Xerium
Technologies, Inc. has executed this instrument as of the
day of
, 2006.
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Xerium Technologies, Inc.
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By:
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Name:
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Title:
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Exhibit A
XERIUM TECHNOLOGIES,
INC.
2006 CORPORATE CASH INCENTIVE
PROCEDURES
These 2006 Corporate Cash Incentive
Procedures (the “ Procedures ”) for Xerium
Technologies, Inc. (the “ Company ”) are adopted
under the Company’s 2006 Cash Incentive Bonus Plan (the
“ Plan ”) on February 16, 2006. All
provisions of the Plan shall apply in respect of these Procedures
and awards granted hereunder, including without limitation the
limitation on the size of awards set forth in the Plan. Capitalized
terms used but not defined herein are used as defined in the Plan.
These Procedures are applicable for designated executive officers
and other specified senior employees of the Company and its
Subsidiaries. The adoption of these Procedures, as they relate to
Awards to executive officers of the Company, is conditioned upon
the approval of the Plan by the stockholders of the
Company.
In these Procedures, the following
terms have the following meanings:
(a) “ Actual Operating
Cash ” means, for 2006, net cash provided by operating
activities of the Company and its Subsidiaries determined on a
consolidated basis. For avoidance of doubt, Actual Operating Cash
shall be determined without regard to Awards granted under the Plan
for 2006, but shall be reduced by the amount of any compensation
awards paid in 2006. The Committee shall calculate the amount of
Actual Operating Cash in a manner which is consistent with the
audited financial statements of the Company for 2006, including
without limitation the consolidated statement of cash
flows.
(b) “ Adjusted EBITDA
” means Adjusted EBITDA as such term is defined in the Credit
Agreement as in effect on February 17, 2006. For avoidance of
doubt, Awards paid under the Plan for 2006 shall reduce Adjusted
EBITDA for 2006.
(c) “ Affiliated Person
” means, with respect to any Person, any other Person that
directly or indirectly, controls or is controlled by or is under
common control with such Person.
(d) “ Applicable Law
” means all applicable provisions of law, domestic or
foreign, applicable regulations and stock exchange
rules.
(e) “ Credit Agreement
” means the Credit and Guaranty Agreement, dated as of
May 19, 2005, entered into by and among the Company, certain
subsidiaries of the Company, Citigroup Global Markets, Inc., CIBC
World Markets Corp. and other agents and banks party thereto, as
amended on February 8, 2006.
(f) “ Corporate Award
” means, as to a Corporate Participant, an Award under these
Procedures.
(g) “ Corporate
Participant ” means each Participant which is designated
as a participant under these Procedures for 2006 as selected by the
Committee.
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(h) “ Person ”
means any individual, partnership, limited liability company,
corporation, association, trust, joint venture, unincorporated
organization, or other entity or group.
(i) “ Specified
Percentage ” means, with respect to a Corporate
Participant, the percentage determined by the Committee, in its
sole discretion
(j) “ Subsidiary
” means any Person of which the Company at the time
(i) owns, directly or indirectly, at least a majority of the
outstanding capital stock (or other shares of beneficial interest)
entitled to vote generally or (ii) controls, directly or
indirectly, the board of directors or managers (or equivalent
governing body) of such Person.
(k) “ Target Adjusted
EBITDA” means the amount established by the Committee for
the purposes of these Procedures no later than 90 days after the
commencement of fiscal year 2006.
(l) “ Target Operating
Cash ” means the amount established by the Committee for
the purposes of these Procedures no later than 90 days after the
commencement of fiscal year 2006.
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2.
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Administration and Amendment
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2.1. Administration . These
Procedures shall be administered by the Committee. The Committee
shall have the authority to: (a) determine the Corporate
Participants, (b) determine the amount of Actual Operating
Cash; (c) determine the amount of the Adjusted EBITDA,
(d) determine, modify or waive the terms and con
