EXECUTIVE MANAGEMENT BONUS PROGRAM

1.           Definitions. The following terms have the meanings indicated unless a different meaning is clearly required by the context:

“Approval Date” means March 2, 2005, which is the date on which this Bonus Plan was approved by the Board of Directors of the Company.

“Bonus Plan” means this Kaydon Corporation Executive Bonus Program, as amended from time to time.

“Cause” means:

(i)       any act or failure to act by Participant done with the intent to harm in any material respect the financial interests or reputation of the Company or any affiliated companies;

(ii)     Participant being convicted of (or entering a plea of guilty or nolo contendere to) a felony (other than a felony involving a motor vehicle not involving alcohol or drugs);

(iii)     Participant’s dishonesty, misappropriation or fraud with regard to the Company or any affiliated companies, including (but not limited to) any falsification of company records or reports (other than good faith expense account disputes);

(iv)     a grossly negligent act or failure to act by Participant which has a material adverse effect on the Company or any affiliated companies; or

(v)      the continued refusal to follow the directives of the Board or its designees which are consistent with Participant’s duties and responsibilities; provided that the foregoing refusal shall not be “cause” if Participant in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board in writing.

“Change in Control” means (i) the failure of the Continuing Directors at any time to constitute at least a majority of the Board of Directors of the Company, (ii) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule 13d-3 issued under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock of the Company of the combined voting power of the Company’s outstanding voting securities, (iii) the approval by the stockholders of the Company of a reorganization, merger or consolidation unless with a Permitted Successor, or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or a sale or disposition of all or substantially all of its assets other than to a Permitted Successor.

“Committee” means the Compensation Committee of the Company’s Board of Directors, each of the members of which is a “non-employee director” within the meaning of Rule 16b-3.

“Company” means Kaydon Corporation and any of its wholly-owned subsidiaries or affiliates.

“Continuing Directors” means the individuals constituting the Board of Directors of the Company on the Approval Date, and any subsequent directors whose election or nomination for election was approved by a vote of 2/3 or more of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company.

“Excluded Holder” means any Person who on the Approval Date was the beneficial owner of 20% or more of the outstanding Common Stock of the Company, a subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company or any trust holding such Common Stock pursuant to the terms of an employee benefit plan of the Company.

“Executive Officer” means the Chief Executive Officer (“CEO”), the Chief Financial Officer, the Chief Operating Officer and such other Senior Vice Presidents or other senior executive officers of the Company as the Committee shall designate from time to time.

“Good Reason” means (a) the assignment of a Participant to any duties or responsibilities that are a reduction of, or are materially inconsistent with, the Participant’s position, duties, responsibilities or status on the Participation Date, (b) a change in a Participant’s reporting responsibilities or titles in effect on the Participation Date that results in a reduction of the Participant’s responsibilities or position, (c) the reduction of a Participant’s annual salary, level of benefits (except for a reduction uniformly applicable to all similarly situated executives), or projected Supplemental Executive Retirement Plan benefits, or (d) transfer of the Participant to a location more than forty (40) miles from the Participant’s location of employment on the Participation Date which requires a change in residence or a material increase in the amount of travel normally required of the Participant in connection with his employment or such other definition as is provided in any Employment Agreement between the Company and a Participant.

“Participation Date” means the date on which a Participant first becomes a participant under the Bonus Plan.

“Permitted Successor” means a corporation that immediately after the consummation of a transaction described in the definition of “Change in Control” satisfies all of the following criteria: (a) at least 60% of the voting securities of such corporation is beneficially owned by Persons who were the beneficial owners of the Company’s Common Stock immediately prior to such transaction, (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding voting securities of such corporation and (c) at least a majority of the Board of Directors of such corporation is comprised of Continuing Directors.

“Person” means a natural person, corporation, partnership, limited liability company, government or political subdivision, agency or instrumentality of a government.

2.            Purpose. The purpose of this Bonus Plan is to provide annual incentives to certain senior executive officers in a manner designed to reinforce the Company’s performance goals; to link a significant portion of participants’ compensation to the achievement of such goals; and to continue to attract, motivate and retain key executives on a competitive basis.

3.           Participation. Participants in this Bonus Plan are the Executive Officers of the Company. The Committee shall determine the effective date of a Participant’s participation in this Bonus Plan and shall notify all Participants of their selection for participation in writing.

4.            Performance Metric and Adjustments. The metric, or benchmark, against which Company performance shall be measured for purposes of determining whether bonuses shall be awarded to Participants, and the amount of such bonuses, shall be earnings before interest, taxes, depreciation and amortization, as further adjusted or defined by the Committee from time to time (“EBITDA”) from continuing operations.

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