EXHIBIT 10(I)(i)
As adopted by the Board of
Directors November 13, 2003
ALBANY INTERNATIONAL CORP.
2003 RESTRICTED STOCK UNIT PLAN
SECTION 1. PURPOSE
This 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. “ Albany
Group ” shall mean the Company and all corporations which
are, at the time, subsidiaries of the Company.
2.2. “ Award
Agreement ” shall have the meaning set forth in Section
4.2.
2.3. “
Beneficiary ” shall have the meaning set forth in
Section 11.6.
2.4. “ Board
” shall mean the Board of Directors of the
Company.
2.5. “ 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.
2.6. “ Cash Dividend
Equivalents ” shall have the meaning set forth in Section
5.4.
2.7. “ 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 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.
2.8. “ Change in
Control ” shall be deemed to have occurred if (i) whether
as a result of a merger, consolidation, going-private transaction
or any other event, the shares of Common Stock are no longer traded
on an “exchange” within the meaning of the Exchange Act
for a period of more than ten consecutive days on which there is
trading generally in securities on such exchange; (ii) the
stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets;
or (iii) J. Spencer Standish and any Permitted Beneficiaries no
longer are the “beneficial owners” (as defined in Rule
13d-3 under the
Exchange Act) of securities of the Company
representing in the aggregate at least 40% of the combined voting
power of the Company’s then outstanding
securities.
2.9. “ 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.
2.10. “ Common
Stock ” shall mean the Class A common stock ($0.001 par
value) of the Company.
2.11. “ Company
” shall have the meaning set forth Section 1.
2.12. “ Daily High
Price ” shall mean, with respect to the shares of Common
Stock, the highest price per share at which the shares trade on The
New York Stock Exchange on the relevant date as reported on
Bloomberg or, if the Common Stock is not traded on The New York
Stock Exchange, the highest price as reported on such other
securities market or exchange on which such shares are traded as
the Committee may determine.
2.13. “ Deferral
Account ” shall have the meaning set forth in Section
7.2.
2.14. “ Determined
Value ” shall mean the highest price per share of Common
Stock paid in connection with any Change in Control (including
without limitation prices paid in any subsequent merger or
combination with any entity that acquires control of the
Company).
2.15. “
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.
2.16. “ Exchange
Act ” shall mean the Securities Exchange Act of 1934, as
amended.
2.17. “ 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.
2.18. “ 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.
2.19. “
Participant ” shall have the meaning set forth in
Section 4.1.
2.20. “ Permitted
Beneficiary ” shall mean, with respect to J. Spencer
Standish, Mr. Standish’s spouse, his issue, a spouse of his
issue, a whole or half brother or sister of Mr.
Standish,
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a cousin of Mr. Standish, or a trust the primary
beneficiaries of which are Mr. Standish or any of the persons
previously specified in this Section 2.20.
2.21. “ Plan
” shall have the meaning set forth in Section 1.
2.22. “ Restricted
Unit Account ” shall have the meaning set forth in
Section 4.3.
2.23. “ 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.
2.24. “
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.
2.25. “ Share
Price ” shall mean, as of the date in question (either a
Vesting Date or a Valuation Date, as the case may be), the average
Fair Market Value over a period of 20 consecutive Business Days
ending on the fifth Business Day preceding such date.
2.26. “ Target
Price ” shall mean the price of a share of Common Stock
designated by a Participant the attainment of which triggers
payment of the balance of the Participant’s Deferral Account
in accordance with Section 7.3(a)(ii).
2.27. “ Valuation
Date ” shall mean (i) with respect to a termination of
service, the date of such termination of service; (ii) with respect
to a date certain selected by the Participant pursuant to Section
7.3(a)(i), such date certain; (iii) with respect to any monthly
installment, the last Business Day of the corresponding month; and
(iv) with respect to a termination of the Plan pursuant to Section
11.8, the date the Board or Committee terminates the
Plan.
2.28. “ Vesting
Date ” shall have the meaning set forth in Section
5.1.
SECTION 3. GENERAL
3.1. Effective Date
. The Plan shall be effective from and after [ ], 2003, until
terminated as provided herein.
3.2. Administration
. The Committee shall administer the Plan. The
Committee shall interpret the Plan and make all decisions with
respect to the rights of Participants hereunder; provided ,
however , that no member of the Committee shall act on any
matter in which such member has a particular or special
interest. In addition, the Committee shall have the authority
to accelerate at any time the Vesting Date of any outstanding
unvested Restricted Units.
3.3. Eligibility
. The persons eligible to participate in the Plan are all
employees of the Company who are in the top management incentive
compensation group and any other employees of the Company or any
other member of the Albany Group who, with respect to any year, are
approved for participation by the Committee.
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3.4. Indemnification of the
Committee . In addition to such other rights of
indemnification as they may have as directors, as members of the
Committee or otherwise, the members of the Committee shall be
indemnified by the Company against the reasonable expenses,
including attorneys’ fees, actually and necessarily incurred
in connection with the defense of any action, suit or proceeding,
or in connection with an appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any Restricted Units
granted hereunder and against all amounts paid by them in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee
member is liable for negligence or misconduct in the performance of
his or her duties; provided that within sixty days after
institution of any such action, suit or proceeding, a Committee
member shall in writing offer the Company the opportunity, at its
own expense, to handle and defend the same.
SECTION 4. GRANT OF RESTRICTED
UNITS AND ESTABLISHMENT OF RESTRICTED UNIT ACCOUNT
4.1. Award of Restricted
Units . The Committee may from time to time, subject to
the provisions of the Plan, in its discretion award Restricted
Units to eligible employees in such amounts as the Committee shall
determine to award. Each eligible employee to whom Restricted
Units are awarded is referred to herein as a “
Participant .”
4.2. Award Agreements
. The award of any Restricted Units shall be evidenced by a
written agreement (the “ Award Agreement ”)
executed by the Company and the Participant in accordance with its
terms, stating the number of Restricted Units awarded and such
other terms and conditions of the award as the Committee may from
time to time determine.
4.3. Restricted Unit
Account . The Company shall establish and maintain on its
books, for recordkeeping purposes only, an account (a “
Restricted Unit Account ”) for and on behalf of each
Participant and will record in such account the number of
Restricted Units awarded to the Participant and any additional
Restricted Units credited to such Restricted Unit Account as Cash
Dividend Equivalents with respect to any Restricted Units pursuant
to Section 5.4.
SECTION 5. VESTING OF
RESTRICTED UNITS
5.1. Vesting Date
. Unless otherwise provided in the Award Agreement, in
respect of any award of Restricted Units under the Plan, 20% of
such Restricted Units (including any additional Restricted Units
credited as Cash Dividend Equivalents with respect to such
Restricted Units) shall vest in the Participant on each anniversary
of the date of grant of such Restricted Units (each such date, a
“ Vesting Date ”).
5.2. Special Vesting
. Unless otherwise provided in the Award Agreement, in the
event that a Participant’s employment with the Albany Group
terminates due to death, Disability, Retirement or Involuntary
Termination, the Vesting Date for 50% of all unvested
Restricted
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Units credited to such Participant’s
Restricted Unit Account shall be accelerated to the date of such
termination.
5.3. Forfeiture of
Restricted Units . Unless otherwise provided in the Award
Agreement, upon the effective date of the termination of a
Participant’s employment with the Albany Group, Participant
shall automatically forfeit without consideration or any action
being required:
(a)
50% of all unvested Restricted Units
in the event of termination of Participant’s employment for a
reason specified in Section 5.2; or
(b)
100% of all unvested Restricted
Units in the event of termination of Participant’s employment
for any reason not specified in Section 5.2.
5.4. Cash Dividend
Equivalents . The Company shall credit the Restricted
Unit Account or the Deferral Account, if any, of each Participant
as of each date on which the Company pays a cash dividend on shares
of Common Stock (a “ Dividend Payment Date ”),
with additional Restricted Units, the number of which shall be
determined by first (i) multiplying the number of Restricted Units
in the Participant’s Restricted Unit Account and/or Deferral
Account, on the Dividend Payment Date by the per-share dollar
amount of the dividend so paid, and then (ii) dividing the
resulting amount by the Fair Market Value of a share of Common
Stock on the Dividend Payment Date (such additional Restricted
Units being referred to herein as “ Cash Dividend
Equivalents ”). The additional Restricted Units
credited to a Participant’s Restricted Unit Account and/or
Deferral Account as Cash Dividend Equivalents shall, as of the
Dividend Payment Date, be treated for purposes of vesting pursuant
to Section 5.1 (and any other applicable terms and conditions) as
though part of the Restricted Units in relation to which such
additional Restricted Units were credited as Cash Dividend
Equivalents.
5.5. Optional Terms and
Conditions . To the extent not inconsistent with the
Plan, the Committee may prescribe such terms and conditions
applicable to an award of Restricted Units as it may in its
discretion determine.
SECTION 6. PAYMENT OF
RESTRICTED UNITS
6.1. Payment Date
. As promptly as practicable after the Vesting Date, the
Company or one of its subsidiaries shall pay to the Participant or
the Participant’s Beneficiary, as applicable, an amount in
U.S. dollars equal to the product of (i) the number of Restricted
Units vesting on the Vesting Date multiplied by (ii) the Share
Price as of the Vesting Date.
6.2. Payment Deferred
. If the Participant desires that payment of vested
Restricted Units be made at some later date than the date set forth
in Section 6.1, the Participant shall file an election with the
Committee. This election and the terms of such deferred
Restricted Units shal
