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Exhibit 10(m)(xii)
Amendment No. 1 to the
Albany International Corp. 2005 Incentive Plan
WHEREAS, Albany International Corp. (the "Company") maintains
the Albany
International Corp. 2005 Incentive Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company has designated
authority to
the Compensation Committee (the "Committee") to administer the
Plan; and
WHEREAS, the Committee has the authority pursuant to Sections 15
of the
Plan to amend the Plan as provided herein; and
WHEREAS, the Committee has deemed it necessary to amend the Plan
to
conform to Section 409A of the Internal Revenue Code of
1986.
NOW THEREFORE, the Plan is amended, effective December 1, 2007,
as
follows:
1. In regard to the definition of "Change in Control", Section
2. c) shall
be deleted in its entirety and replaced with the following:
c) "Change in Control" may, unless otherwise restricted in an
Incentive
Award, be deemed to have occurred if (i) there is a change of
ownership of
the Company as a result of one person, or more than one person
acting as a
group, acquiring ownership of stock of the Company that,
together with
stock held by such person or group, constitutes more than 50% of
the total
fair market value or total voting power of the stock of the
Company,
provided, however, that the acquisition of additional stock by a
person or
group who already owns 50% of the total fair market value or
total voting
power of the stock of the Company shall not be considered a
Change in
Control; (ii) notwithstanding that the Company has not undergone
a change
in ownership as described in subsection (i) above, there is a
change in
the effective control of the Company as a result of either (a)
one person,
or more than one person, acting as a group, acquiring (or having
acquired
during the 12 month period ending on the date of the most
recent
acquisition) ownership of stock of the Company possessing 30% or
more of
the total voting power of the stock of the Common, or (b) a
majority of
the members of the Board is replaced during any 12 month period
by
directors whose appointment or election is not endorsed by a
majority of
the members of the Board before the date of appointment or
election,
provided, however, that in either case the acquisition of
additional
control by a person or group who already is considered to
effectively
control the Company shall not be considered to a Change in
Control; or
(iii) there is a change in ownership of a substantial portion of
the
Company's assets as a result of one person, or more than one
person acting
as a g
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