Exhibit 10(m)(viii)
ALBANY INTERNATIONAL CORP. 2005 INCENTIVE PLAN
(As Approved by the Board of Directors on February 18, 2005)
(As Approved by Shareholders on May 12, 2005)
1. Purpose of the Plan
This
Albany International Corp. 2005 Incentive Plan is intended to
promote
the interests of Albany International Corp.
(including any successor thereto by
way of merger, consolidation or
reorganization, the "Company") and its
shareholders by providing the employees of
the Company and its subsidiaries, who
are largely responsible for the management,
growth and protection of the
business of the Company, with incentives
and rewards to encourage them to
continue in the service of the Company. The
Plan is designed to meet this goal
by providing such employees with a
proprietary interest in pursuing the
long-term growth, profitability and
financial success of the Company.
2. Definitions
As used in
the Plan, the following definitions apply to the terms
indicated below:
a) "Board
of Directors" means the Board of Directors of the Company.
b)
"Business Day" means any day other than a Saturday, a Sunday or a
day
on which banks in the City of New York are
authorized or obligated by Law to
close.
c) "Change
in Control" shall be deemed to have occurred if (i) whether as
a result of a merger, consolidation,
going-private transaction or any other
event, the shares of Common Stock are no
longer traded on an "exchange" within
the meaning of the Exchange Act for a
period of more than ten consecutive days
on which there is trading generally in
securities on such exchange; (ii) the
stockholders of the Company approve a plan
of complete liquidation of the
Company or an agreement for the sale or
disposition by the Company of all or
substantially all of the Company's assets;
or (iii) Permitted Shareholders no
longer are the "beneficial owners" (as
defined in Rule 13d-3 under the Exchange
Act) of securities of the Company
representing in the aggregate at least 40% of
the combined voting power of the Company's
then outstanding securities; provided
that, no such event shall be deemed a
Change of Control if contrary to the
change of control provisions of Section
409A of the Code.
d) "Code" means the
Internal Revenue Code of 1986, as amended from time to
time.
e)
"Control" means the possession, directly or indirectly, of the
power to
direct or cause the direction of the
management or policies of a Person, whether
through the ability to exercise voting
power, by contract or otherwise.
"Controlling" and "Controlled" have
meanings correlative thereto.
f)
"Committee" means the Compensation Committee of the Board of
Directors.
g) "Common
Stock" means the Company's Class A Common Stock, $.001 par
value per share, or any other security into
which such stock shall be changed
pursuant to the adjustment provisions of
Section 10 of the Plan.
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h)
"Company" means Albany International Corp. and any successor
thereto by
way of merger, consolidation or
reorganization.
i)
"Covered Employee" means a Participant who at the time of reference
is
a "covered employee" as defined in Code
Section 162(m) and the regulations
promulgated under Code Section 162(m), or
any successor statute.
j)
"Director" means a member of the Board of Directors who is not at
the
time of reference an employee of the
Company.
k)
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
l) "Fair
Market Value" means, with respect to a share of Common Stock,
as
of the applicable date of determination,
the fair market value of a share of
Common Stock as determined by the Committee
in its absolute discretion.
m)
"Incentive Award" means an Option, SAR, Other Stock-Based Award
or
Other Incentive Award granted to a
Participant pursuant to the terms of the
Plan.
n)
"Option" means a stock option to purchase shares of Common
Stock
granted to a Participant pursuant to
Section 6.
o) "Other
Incentive Award" means other Incentive Awards that are not
equity-based or equity related granted to a
Participant pursuant to Section 8.
An Other Incentive Award may or may not be
Performance-Based Compensation.
p) "Other
Stock-Based Award" means an equity or equity-related award
granted to a Participant pursuant to
Section 8. An Other Stock-Based Award may
or may not be Performance-Based
Compensation.
q)
"Participant" means an employee of the Company or a Subsidiary of
the
Company who is eligible to participate in
the Plan and to whom one or more
Incentive Awards have been granted pursuant
to the Plan and, following the death
of any such employee, his or her
successors, heirs, executors and
administrators, as the case may be.
r)
"Performance-Based Compensation" means compensation that satisfies
the
requirements of Section 162(m) of the Code
for deductibility of remuneration
paid to Covered Employees.
s)
"Performance Committee" means such committee or subcommittee of
the
Board of Directors as shall be designated
by the Board of Directors or the
Committee from time to time to administer
the Plan and exercise such discretion
and authority under the Plan as is
necessary to satisfy the requirements of
Section 162(m) of the Code for
Performance-Based Compensation.
t)
"Performance Measures" means such measures as are described in
Section
9 on which performance goals are based in
order to qualify certain Incentive
Awards granted hereunder as
Performance-Based Compensation.
u)
"Performance Period" means the period of time during which the
performance goals must be met in order to
determine the degree of payout and/or
vesting with respect to an Incentive Award
that is intended to qualify as
Performance-Based Compensation.
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v)
"Permitted Shareholders" means (a) J. Spencer Standish, (b) any of
J.
Spencer Standish's descendants or legatees,
(c) any executor, personal
representative or spouse of J. Spencer
Standish or any of his descendants, (d)
any corporation, trust or other entity
holding voting stock of the Company as to
which one or more of the Persons identified
in the foregoing clauses (a) through
(c) have Control, (e) any trust as to which
Persons so identified in clauses (a)
through (c) above hold at least 85% of the
beneficial interest in the income and
principal of the trust disregarding the
interests of the contingent remaindermen
and (f) any 401(k) or employee stock
ownership plan for the benefit of employees
of the Company.
w)
"Person" means a "person" as such term is used in Section 13(d)
and
14(d) of the Exchange Act.
x) "Plan"
means this 2005 Incentive Plan, as it may be amended from time
to time.
y) "SAR"
means a stock appreciation right granted to a Participant
pursuant to Section 7.
z)
"Securities Act" means the Securities Act of 1933, as amended.
aa)
"Subsidiary" means as to any Person, any other Person (i) of
which
such Person directly or indirectly owns,
securities or other equity interests
representing 50% or more of the aggregate
voting power or (ii) of which such
Person possesses the right to designate or
elect, or has designated, 50% or more
of the directors or Persons holding similar
positions.
3. Stock Subject to the Plan
(a) In General
Subject to
adjustment as provided in Section 10 as well as otherwise in
this Section 3, the aggregate number of
shares of Common Stock that may be
issued pursuant to Incentive Awards granted
under this Plan shall be (a) 500,000
plus (b) such additional number of shares
as the Board of Directors shall, from
time to time subsequent to January 1, 2006
and during the term of the Plan,
determine; provided that the number of
shares so added by the Board of Directors
shall not exceed, in any one calendar year,
500,000; and provided, further, that
the total number of shares of Common Stock
then available for issuance under
this Plan shall not exceed 1,000,000 at any
time.
For
purposes of the preceding paragraph, shares of Common Stock
issuable
pursuant to Incentive Awards shall only be
counted as used to the extent they
are actually issued and delivered to a
Participant (or such Participant's
permitted transferees as provided in the
instrument or agreement evidencing such
Incentive Award) pursuant to the Plan. For
purposes of clarification, in
accordance with the preceding sentence if
an Incentive Award is settled for cash
or if shares of Common Stock are withheld
to pay the exercise price of an Option
or to satisfy any tax withholding
requirement in connection with an Incentive
Award, only the shares issued (if any), net
of the shares withheld, will be
deemed delivered for purposes of
determining the number of shares of Common
Stock that are available for issuance under
the Plan. In addition, if shares of
Common Stock are issued subject to
conditions which may result in the
forfeiture, cancellation or return of such
shares to the Company, any portion of
the shares forfeited, cancelled or returned
shall be treated as not issued
pursuant to the Plan. In addition, if
shares of Common Stock owned by a
Participant (or such Participant's
permitted transferees as provided in the
instrument or agreement evidencing such
Incentive Award) are tendered (either
actually or through attestation) to the
Company in payment of any obligation in
connection with an Incentive Award, the
number of shares tendered shall be added
to the number of shares of Common Stock
that are available for issuance under
the Plan. In addition, if the Company uses
cash received by the Company in
payment of the exercise price or purchase
price in connection with any Incentive
Award granted pursuant to the Plan to
repurchase
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shares of Common Stock from any Person, the
shares so repurchased will be added
to the aggregate number of shares available
for delivery under the Plan. For
purposes of the preceding sentence, shares
of Common Stock repurchased by the
Company shall be deemed to have been
repurchased using such funds only to the
extent that such funds have actually been
previously received by the Company and
that the Company promptly designates in its
books and records that such
repurchase was paid for with such funds.
Shares of Common Stock covered by
Incentive Awards granted pursuant to the
Plan in connection with the assumption,
replacement, conversion or adjustment of
outstanding equity-based awards in the
context of a corporate acquisition or
merger (within the meaning of Section
303A.08 of the New York Stock Exchange
Listed Company Manual) shall not count as
used under the Plan for purposes of this
Section 3.
Subject to
adjustment as provided in Section 10, the maximum number of
shares of Common Stock that may be
delivered in any fiscal year of the Company
pursuant to Incentive Awards granted under
the Plan to any single Participant
shall not exceed 200,000 shares and the
maximum cash payment made in any fiscal
year of the Company pursuant to Incentive
Awards granted under the Plan to any
single Participant shall not exceed
$3,000,000, in each case prorated on a daily
basis for any fiscal year of the Company
that is shorter than 365 days.
(b)
Prohibition on Substitutions and Repricings
In no
event shall any repricing (within the meaning of US generally
accepted accounting practices or any
applicable stock exchange rule) of
Incentive Awards issued under the Plan be
permitted at any time under any
circumstances, in each case unless the
shareholders of the Company expressly
approve such substitution or repricing.
4. Administration of the Plan
The Plan
shall be administered by a Committee of the Board of Directors
and, to the extent necessary to satisfy the
requirements of Section 162(m) of
the Code for Performance-Based
Compensation, by one or more Performance
Committees. Each Performance Committee so
appointed shall consist of two or more
persons, all of whom qualify as "outside
directors" within the meaning of
Section 162(m) of the Code. As used in the
Plan, references to the "Committee"
shall be deemed to refer to a Performance
Committee to the extent that the
action contemplated by the provision in
which such reference occurs would be
required to be taken by a Performance
Committee in order to satisfy the
requirements of Section 162(m) of the Code
for Performance-Based Compensation.
The
Committee shall, consistent with the terms of the Plan, from time
to
time designate those who shall be granted
Incentive Awards under the Plan and
the amount, type and other terms and
conditions of such Incentive Awards. All of
the powers and responsibilities of the
Committee under the Plan may be delegated
by the Committee, in writing, to any
subcommittee thereof.
The
Committee shall have full discretionary authority to administer
the
Plan, including discretionary authority to
interpret and construe any and all
provisions of the Plan and the terms of any
Incentive Award (and any agreement
evidencing any Incentive Award) granted
thereunder and to adopt and amend from
time to time such rules and regulations for
the administration of the Plan as
the Committee may deem necessary or
appropriate. Without limiting the generality
of the foregoing, (i) the Committee shall
determine whether an authorized leave
of absence, or absence in military or
government service, shall constitute
termination of employment and (ii) the
employment of a Participant with the
Company shall be deemed to have terminated
for all purposes of the Plan if such
person is employed by or provides services
to a Person that is a Subsidiary of
the Company and such Person ceases to be a
Subsidiary of the Company, unless the
Committee determines otherwise. Decisions
of the Committee shall be final,
binding and conclusive on all parties.
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On or
after the date of grant of an Incentive Award under the Plan,
the
Committee may (i) accelerate the date on
which any such Incentive Award becomes
vested, exercisable or transferable, as the
case may be, (ii) extend the term of
any such Incentive Award, including,
without limitation, extending the period
following a termination of a Participant's
employment during which any such
Incentive Award may remain outstanding,
(iii) waive any conditions to the
vesting, exercisability or transferability,
as the case may be, of any such
Incentive Award or (iv) provide for the
payment of dividends or dividend
equivalents with respect to any such
Incentive Award, except as otherwise
proscribed by applicable law.
In
addition to such other rights of indemnification as they may have
as
directors, as members of the Committee or
otherwi
