2003 NON-EMPLOYEE DIRECTORS
EQUITY PLAN
RESTRICTED STOCK AGREEMENT
This Restricted
Stock Agreement (the “Agreement”) is made as of
_____ (the “Grant Date”) between KAYDON
CORPORATION, a Delaware corporation (the “Company”),
and (“Grantee”). Pursuant to the Kaydon Corporation
2003 Non-Employee Directors Equity Plan (the “Plan”)
the Grantee has been granted shares of common stock of the Company,
subject to the terms and conditions contained in this Agreement and
in the Plan. Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Plan.
1. Grant of Restricted Stock . The
Company grants to Grantee, and Grantee accepts, _____
shares of $0.15 par value common stock of the Company, subject to
the terms and conditions of this Agreement (the “Restricted
Stock”). Grantee acknowledges receipt of a copy of the
Prospectus for the Plan.
2. Restrictions on and Forfeiture of
Restricted Stock . The Company awards the Restricted Stock to
Grantee subject to the restrictions described below.
(a) Unless the Compensation Committee (the
“Committee”) of the Company’s Board of Directors
otherwise consents or the Plan otherwise explicitly provides,
Grantee will not sell, exchange, transfer, pledge, or otherwise
dispose of any shares of the Restricted Stock at any time, whether
voluntarily or involuntarily, by operation of law or otherwise. If
Grantee violates this restriction, Grantee’s right to shares
of Restricted Stock remaining subject to restrictions will
immediately cease and terminate and Grantee will immediately
forfeit and surrender all shares of Restricted Stock that are still
subject to restrictions or which have not yet vested to the
Company. This restriction on transferability must lapse before
Grantee will receive any stock under this Agreement.
(b) Except as otherwise determined by the
Committee, if the Grantee incurs a Termination of Service other
than by reason of death, Disability or Retirement, all shares of
Restricted Stock which are still subject to the foregoing
restriction on transferability shall, upon such Termination of
Service, be forfeited and transferred back to the Company. In
addition, if the Grantee continues to hold Restricted Stock
following his or her Termination of Service due to his or her
Retirement, the shares of Restricted Stock which remain subject to
the foregoing restriction on transferability shall nonetheless be
forfeited and transferred back to the Company if the Committee at
any time thereafter determines that the Grantee has engaged in any
activity detrimental to the interests of the Company.
3. Lapse of Restrictions . The
restrictions on transferability shall lapse with respect to all
shares of Restricted Stock on the January 5
th following the Grant Date. The lapse of
restrictions on transferability shall also be accelerated as
provided in Section 5.
4. Delivery of Shares . At the time
all restrictions have lapsed with respect to shares of Restricted
Stock, the Company shall deliver the shares as to which such
restrictions have lapsed as follows:
(i) if an
assignment to a trust has been made, to such trust; or
(ii) if the restriction on transferability
has expired by reason of death and a beneficiary has been
designated in a form approved by the Company, to the beneficiary so
designated; or
(iii) in
all other cases, to the Grantee or the legal representative of the
Grantee’s estate.
