EXECUTIVE MANAGEMENT BONUS
PROGRAM
(Amended and Restated Effective
February 19, 2009)
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1.
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Definitions. The following terms
have the meanings indicated unless a different meaning is clearly
required by the context:
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“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.
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(i)
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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;
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(ii)
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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);
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(iii)
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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);
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(iv)
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a
grossly negligent act or failure to act by Participant which has a
material adverse effect on the Company or any affiliated companies;
or
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(v)
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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.
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“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.
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2.
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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.
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3.
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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.
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4.
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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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5.
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Performance Objective. The
performance objective for each year will be Target EBITDA, which
shall be determined by the Committee each year at a regular Board
of Directors meeting occurring prior to the 90th day of the year
for
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