Exhibit 10(l)(vi)
AMENDED AND RESTATED
ALBANY INTERNATIONAL CORP.
2003 RESTRICTED STOCK UNIT PLAN
As adopted May 7, 2008
SECTION 1. PURPOSE
This
Amended and Restated Albany International Corp. 2003 Restricted
Stock
Unit Plan (the "Plan") is intended as an incentive to officers and
other key
employees of Albany International Corp. (the "Company") and its
subsidiaries to
encourage them to remain in the employ of the Company and its
subsidiaries by
affording them a greater interest in the success of the Company and
its
subsidiaries.
SECTION 2. DEFINITIONS
As used herein, the following terms shall have the following
meanings:
2.1. "409A Disability" means the Committee has determined that
the
Participant is "disabled" under the Company's long term disability
policy and
meets one or more of the following requirements: (i) the
Participant is unable
to engage in any substantial gainful activity by reason of any
medically
determinable physical or mental impairment that can be expected to
result in
death or can be expected to last for a continuous period of not
less than 12
months; (ii) the Participant is, by reason of any medically
determinable
physical or mental impairment that can be expected to result in
death or can be
expected to last for a continuous period of not less than 12
months, receiving
income replacement benefits for a period of not less than three
months under an
accident and health plan covering employees of the Albany Group; or
(iii) the
Participant is determined to be totally disabled by the Social
Security
Administration or Railroad Retirement Board.
2.2. "Albany Group" shall mean the Company and all corporations
which are, at the time, subsidiaries of the Company.
2.3. "Award Agreement" shall have the meaning set forth in
Section
4.2.
2.4.
"Beneficiary" shall have the meaning set forth in Section 10.6.
2.5. "Board" shall mean the Board of Directors of the Company.
2.6. "Business Day" shall mean any day on which the shares of
Common
Stock are traded on The New York Stock Exchange or, if the shares
of Common
Stock are not traded on such exchange, on such other securities
market or
securities exchange on which such shares are traded as the
Committee may
determine.
2.7. "Cash Dividend Equivalents" shall have the meaning set forth
in
Section 5.4.
2.8. "Cause" shall be deemed to exist if a majority of the
members
of the Board determine that the Participant has (i) caused
substantial harm to
the Company with intent to do so
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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.
2.9. "Change in Control" shall 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 group, acquiring (or
having acquired
during the 12 month period ending on the date of the most recent
acquisition)
assets from the Company that have a total gross fair market value
equal to or
more than 40% of the total gross fair market value of all the
assets of the
Company immediately before such acquisition or acquisitions,
provided, however,
that there is no Change in Control if the transfer of assets is to
the
shareholders of the Company or an entity controlled by the
shareholders of the
Company. A more restrictive definition of Change in Control that
may be set
forth in any Award Agreement shall nonetheless conform to the
regulations
promulgated pursuant to Section 409A of the Code.
2.10. "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the applicable regulations promulgated thereunder.
2.11. "Committee" shall mean either the Board, the Compensation
Committee of the Board, or such other committee of the Board as the
Board may
from time to time designate to exercise the powers conferred upon
"the
Committee" by the Plan.
2.12. "Common Stock" shall mean the Class A common stock ($0.001
par
value) of the Company.
2.13. "Company" shall have the meaning set forth Section 1.
2.14. "Disability" shall be deemed to exist if the
Participant's
employment with the Company terminates (i) by reason of mental or
physical
illness pursuant to which the Participant has not performed his or
her duties
for a period of six consecutive months prior to such termination;
or (ii) after
written notice is given by Company or one of its subsidiaries
that
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the Participant has been determined by the Committee to be
"Disabled" under the
Company's long term disability policy.
2.15. "Exchange Act" shall mean the Securities Exchange Act of
1934,
as amended.
2.16. "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 or, if the Company's shares of Common
Stock are not
traded on any other securities market or exchange, as determined by
the Board in
good faith.
2.17. "Good Reason" shall mean a termination of the
Participant's
employment as a result of the occurrence of any of the following,
without the
Participant's consent: (i) a material adverse change in the
Participant's
authority and responsibilities or (ii) a change in the
Participant's principal
place of business to a location more than 50 miles from such
Participant's
location on the date of grant of the Restricted Units; provided,
that, in either
case, the Participant shall have delivered written notice to the
Company of his
or her intention to terminate his or her employment for Good
Reason, which
notice specifies in reasonable detail the circumstances claimed to
give rise to
the Participant's right to terminate employment for Good Reason,
and the Company
shall not have cured such circumstances within 30 days following
receipt of such
notice.
2.18. "Hardship" shall be deemed to exist if the Participant
suffers
a severe financial hardship resulting from an illness or accident
of the
Participant, the Participant's spouse, or a dependent of the
Participant (as
defined in Section 152 of the Code, without regard to Sections
152(b)(1), (b)(2)
or (d)(1)(B)), loss of Participant's property due to casualty
(including the
need to rebuild a home following damage to a home not otherwise
covered by
insurance), or other similar extraordinary and unforeseeable
circumstances
arising as a result of events beyond the control of the
Participant, in
accordance with Section 409A of the Code and as determined by the
Committee in
its sole discretion.
2.19. "Involuntary Termination" shall mean a termination of the
employment of Participant by the Company or one of its subsidiaries
for any
reason other than Cause.
2.20. "Participant" shall have the meaning set forth in Section
4.1.
2.21. "Plan" shall have the meaning set forth in Section 1.
2.22. "Qualifying Termination" shall mean an Involuntary
Termination
or a termination of the Participant's employment by the Participant
for Good
Reason, in either case within one year following a Change in
Control.
2.23. "Restricted Unit Account" shall have the meaning set forth
in
Section 4.3.
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2.24. "Restricted Unit" shall mean a right granted by the
Committee
pursuant to Section 4.1 to receive the value (as determined
pursuant to the
Plan) of a share of Common Stock as of a specified date or as of
the date of
occurrence of a specified event with none of the attendant rights
of a
shareholder of such shares except to the extent otherwise provided
herein.
2.25. "Retirement" shall mean a termination of the employment of
the
Participant, after the Participant has attained 62, for any reason
other than
death, Disability, Cause or Involuntary Termination.
2.26. "Share Price" shall mean, with respect to any Valuation
Date
or Vesting Dat
