Exhibit 10(o)(x)
EMPLOYMENT AGREEMENT
THIS
AGREEMENT is dated as of January 20, 2009, by and between
Albany
International Corp. (hereinafter referred to as "Albany") and David
B. Madden
(hereinafter referred to as "Executive").
WITNESSETH
WHEREAS,
Executive has been employed by Albany in a critical managerial
position as Group Vice President - PMC Asia & Pacific; and
WHEREAS,
Executive's position has been eliminated in connection with a
restructuring of Albany's business; and
WHEREAS,
Executive continues to possesses certain knowledge and skills
beneficial to Albany's business; and
WHEREAS,
ALBANY wishes for Executive to continue his employment with
Albany and Executive wishes to continue his employment with Albany;
and
WHEREAS,
Executive and Albany each believe it to be in their best
interests to define Executive's new position with Albany and to
provide each
party with certain protections as set forth herein.
NOW,
THEREFORE, in consideration of the premises, covenants and
conditions
set forth herein and other good and valuable consideration, the
receipt and
sufficiency of which is hereby acknowledged, Albany and Executive
hereby agree
as follows:
1.
Executive acknowledges that he was given this Agreement on January
14,
2009 and was afforded 21 days to consider same. Executive was, and
hereby is,
advised to consult a lawyer before signing this Agreement and did
in fact have
the opportunity to obtain the advice of counsel.
2.
Executive may accept this Agreement only by signing, dating and
delivering the Agreement to Albany (in the manner set forth in
paragraph 31) on
or before Albany's normal close of business on February 6, 2009.
Time is of the
essence with regard to this paragraph 2.
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3.
Executive may revoke this Agreement at any time within seven (7)
days
after signing and delivering it to Albany by notifying Albany in
writing (in the
manner set forth in paragraph 31) of Executive's decision to
revoke. Time is of
the essence with regard to this paragraph 3.
4.
Executive no longer holds the position of Group Vice President
and,
effective immediately upon the execution of this Agreement, further
resigns his
position as an officer of Albany.
5. The
period during which Executive is to be employed by Albany under
the
terms of this Agreement is referred to herein as the "Employment
Term". The
Employment Term shall begin immediately upon execution of this
Agreement and
shall expire on April 30, 2011.
6. During
the Employment Term Executive shall serve in the position of
Vice President - Special Projects, reporting to, and performing to
the best of
his abilities the duties assigned to him by Albany's President and
CEO, or his
designee. At the discretion of Albany's President and CEO, or his
designee, or
Albany's Board of Directors, the duties, responsibilities and title
of the
Executive may change from time to time.
7. During
the Employment Term Executive shall work out of, and his
principal place of employment shall be located at, his residence,
unless
mutually agreed otherwise and the parties acknowledge that
Executive's duties
may require business-related travel. Albany shall reimburse
Executive for all
reasonable travel and other business expenses upon presentation of
the
appropriate documentation, and to the extent consistent with
Albany's travel and
expense policies.
8. During the
Employment Term, Executive salary shall be equal to
$146,742.00 per annum, payable in installments in accordance with
Albany's
customary payroll practices and in no event less than monthly, less
(i)
applicable withholdings for taxes, (ii) deductions of premiums due
from
Executive for any health care or life insurance coverage provided
by or through
Albany, (iii) 401(k), profit-sharing or other Albany benefit plan
contributions
and (iv) any other applicable withholdings. Executive shall remain
eligible for
a cash incentive bonus relating to the services he performed during
2008 as
Group Vice President. Said bonus shall be determined and paid at
the same time
and in the same manner in which bonuses are awarded to Albany's
management
employees under current prevailing bonus programs. Executive shall
not be
eligible for a bonus relating to his employment during 2009, 2010
or 2011.
9. During
the Employment Term, Executive will be eligible to receive the
standard package of employee benefits available to similarly
situated Albany
employees. Albany reserves the right to modify, supplement, amend
or eliminate
the standard benefits provided to its employees, including, without
limitation,
the eligibility requirements and/or premiums, deductibles,
co-payments or other
charges relating thereto.
10.
Executive acknowledges that as a consequence of his employment
with
Albany, proprietary and confidential information relating to
Albany's business
may be disclosed to or
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developed or acquired by Executive which is not generally known to
the trade or
the general public and which is of considerable value to Albany
(the
"Proprietary Information"). Such Proprietary Information includes,
without
limitation, information about trade secrets, inventions, patents,
licenses,
research projects, costs, profits, markets, sales, customer lists,
computer
programs, records, and software; plans for future development, and
any other
information not available to the trade or the general public,
including
information obtained from or developed in conjunction with a third
party that is
subject to a confidentiality or similar agreement to which Albany
is a party.
Executive acknowledges and agrees that his relationship with Albany
with respect
to such Proprietary Information shall be fiduciary in nature.
Consequently,
during the Employment Term, and for a period of five (5) years
thereafter,
Executive covenants that he shall not use such Proprietary
Information for his
own benefit, or for the benefit of any other employer or for any
other purpose
whatsoever other than the performance of his work for Albany, and
Executive
shall maintain all such Proprietary Information in confidence and
shall not
disclose any thereof to any person other than employees of Albany
and its
affiliates authorized to receive such Proprietary Information.
11.
Executive shall disclose promptly to Albany all inventions,
concepts,
improvements, discoveries, know-how, designs, processes, methods,
formulae and
techniques, and any related suggestions and ideas, that Executive
may conceive,
make, develop or work on, in whole or in part, solely or jointly
with others
(collectively, "Inventions"), while employed by Albany or one year
after
termination of his employment with Albany, whether or not:
(a)
patentable,
copyrightable or otherwise legally protectable; or
(b)
reduced to a
writing, drawing, blueprint or other tangible form.
Subject to any applicable requirements of law with respect to
compensation,
Executive agrees to assign, and hereby assigns, to Albany all his
entire right,
title and interest in all such Inventions (as well as any other
forms of
intellectual property relating thereto) that
(a)
relate to a
business then conducted by Albany, conducted by Albany
in the past, proposed to be conducted by Albany in the future
or
then under investigation by Albany;
(b)
are conceived,
made, developed or worked on by the Executive or any
other employee of Albany;
(i) upon the
suggestion of Albany;
(ii) during the
Executive's hours of work for Albany; or
(iii) in or about Albany's premises; or
(c)
are derived, in
whole or in part, from information, technology,
data, materials, equipment, tools or training received from
Albany
or its customers;
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(collectively "Employment Inventions"; provided, that "Employment
Inventions"
shall not include any invention for which none of Albany's
equipment, supplies,
facilities, or trade secret information was used and which is
developed entirely
on the Executive's own time, unless (a) the invention relates (i)
directly to
Albany's business, or (ii) to Albany's actual or demonstrably
anticipated
research or development, or (b) the invention results from any work
performed by
Executive for Albany). All Employment Inventions, and any writings,
drawings,
blueprints, models or other documentation or tangible
representations relating
thereto, shall be the exclusive property of Albany. At the request
of Albany, at
its cost and without liability to Executive, Executive shall assist
Albany, or
any person or persons from time to time designated by it, in
obtaining the grant
of patents, copyrights or similar protections, in such country or
countries as
may be designated by Albany, covering Employment Inventions and
shall, in
connection therewith, execute such applications, statements or
other documents,
furnish such information and data and take all such other action
(including,
without limitation, the giving of testimony) as Albany may from
time to time
request, all without compensation to Executive other than normal
compensation
for services and any special compensation required by law.
12.
Executive shall have no right, title or interest in or to any
assets,
property, equipment, reports, studies, memoranda, records, plans,
manuals,
correspondence, drawings, blueprints, models or other documentation
or tangible
representations provided by Albany or created or acquired in the
course of, or
as a consequence of, the employment of Executive, or in any copies,
pictures,
facsimiles or other reproductions, recordings, abstra
