Exhibit 10(m)(xiii)
PERFORMANCE BONUS AGREEMENT
This
PERFORMANCE BONUS AGREEMENT (the "Agreement"), is dated as of
the
15th day of February, 2008, 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.
2
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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
2008 (the "Performance Period"). The Scorecard shall represent an
objective
basis for determining the Performance Percentage for 2008.
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 determined. The Committee
shall have
discretion to reduce (but not increase) the amount of the Bonus
determined for
the Participant for the Performance Period at any time prior to the
crediting of
such Bonus to the Participant's Bonus Account as provided in S
