RESTRICTED STOCK AGREEMENT KAYDON CORPORATION 1999 Long Term Stock Incentive Plan

EXHIBIT 10.4.2

RESTRICTED STOCK AGREEMENT

KAYDON CORPORATION
1999 Long Term Stock Incentive Plan

     This Restricted Stock Agreement (the “Agreement”) is made as of March 23, 2007 (the “Grant Date”), between KAYDON CORPORATION, a Delaware corporation (the “Company”), and JAMES O’LEARY (“Grantee”).

     The Company and Grantee have entered into an Employment Agreement, dated March 23, 2007 (the “Employment Agreement”), which provides for the granting of restricted stock to Grantee pursuant to the Kaydon Corporation 1999 Long Term Stock Incentive Plan (the “Plan”). The Plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). Grantee acknowledges receipt of a copy of the Prospectus for the Plan and accepts these shares of restricted stock subject to all of the terms, conditions, and provisions of this Agreement and the Plan.

     1.  Grant of Restricted Stock . On March 23, 2007, the Committee granted restricted stock to Grantee, and Grantee hereby accepts, 100,000 shares of $0.10 par value Common Stock of the Company (the “Restricted Stock”), subject to the terms and conditions of this Agreement, the Plan and the Employment Agreement.

     2.  Conditions . The Company awards the Restricted Stock to Grantee subject to the conditions described below and to a vesting schedule. Those conditions must be met or otherwise lapse, and vesting must occur, before Grantee will receive any stock under this Agreement. If Grantee breaches the terms of this Agreement or ceases to be employed by the Company for certain reasons as described in this Agreement, if the applicable restrictions are not satisfied or do not lapse, or if Grantee does not vest in some or all of the Restricted Stock, Grantee will promptly surrender to the Company those shares of Restricted Stock as to which the restrictions have not lapsed or in which Grantee’s interest has not vested pursuant to this Agreement as set forth below.

     3.  Restrictions On and Vesting of Restricted Stock . If Grantee is then employed by the Company and has not breached the terms of this Agreement, the restrictions on twenty thousand (20,000) shares of Restricted Stock will lapse and the Grantee will vest in those shares on each March 23, commencing on March 23, 2008. Vesting under this provision will continue

until all of the shares are vested, the Grantee is no longer employed by the Company, or another provision of this Agreement supersedes this section, whichever occurs first. In addition to the accelerated vesting provided under the Employment Agreement, the Committee may, in its sole discretion, accelerate the lapsing of restrictions and the vesting of the Restricted Stock at any time before the restrictions would otherwise lapse or before full vesting. As restrictions lapse and vesting occurs, a certificate for the number of shares of Restricted Stock as to which restrictions have lapsed will be delivered to the Grantee.

     4.  Transferability . Unless the Committee otherwise consents or the Plan otherwise explicitly provides, Grantee will not sell, exchange, transfer, pledge, or otherwise dispose of the Restricted Stock at any time, whether voluntarily or involuntarily, by operation of law or otherwise. The provisions of this paragraph will not apply to Restricted Stock that has vested pursuant to this Agreement. If Grantee violates the restrictions in this Section, Grantee’s right to shares of Restricted Stock remaining subject to restrictions or which have not yet vested 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.

     5.  Rights as a Shareholder . Grantee will have certain rights as a shareholder with respect to the Restricted Stock, including but not limited to the right to vote the Restricted Stock at shareholders’ meetings, the right to receive, without restriction, all cash dividends paid with respect to the Restricted Stock, and the right to participate with respect to the Restricted Stock in any stock dividend, stock split, recapitalization, or other adjustment in the capital stock of the Company, or any merger, consolidation, or other reorganization involving an increase, decrease, or adjustment in the capital stock of the Company.

     (a) Substitute Shares . Any shares or other security received as a result of any stock dividend, stock split, or reorganization will be subject to the same terms, conditions, and restrictions as those relating to the Restricted Stock granted under this Agreement.

     (b) Registration . Certificates for the shares of stock evidencing the Restricted Stock will not be issued but the shares will be registered in Grantee’s name in book entry form as soon as administratively feasible after Grantee’s acceptance of this Agreement.

     6.  Termination of Employee Status . If Grantee ceases to be an employee of the Company:

     (a) Due to Disability or Death . By reason of Permanent and Total Disability (as defined in the Plan) (“Disability”) or death, all shares of Restricted Stock will vest on the date of death or Disability.

     (b) Due to Retirement . By reason of retirement at or after age 65, the shares of Restricted Stock will continue to vest in the same manner as though employment had not terminated. If unforfeited Restricted Stock remains unvested at Grantee’s death following retirement from employment at or after attainment of age 65, all shares of Restricted Stock will vest on the date of death.

     (c) Due to Reasons Other Than Retirement, Disability or Death . For any reason other than death, Disability, or retirement at or after age 65, any other termination of Grantee’s employment, with or without cause, or upon a Change in Control, the provision of the Employment Agreement shall govern the vesting of Restricted Stock held by Grantee at the time of termination. Any shares of Restricted Stock that do not vest pursuant to the Employment Agreement will automatically be forfeited and returned to the Company. As used herein, “Change in Control” shall have the meaning given to it in the Employment Agreement (and not the Plan).

     Notwithstanding the foregoing, if at any time following termination of employment Grantee engages in an activity which, in the sole judgment of the Committee, is detrimental to the interests of the Company, all shares of Restricted Stock for which restrictions have not lapsed or which have not yet vested will be forfeited to the Company.

     7.  Employment by the Company . Nothing in this Agreement imposes upon the Company any obligation to retain Grantee in the employ of the Company for any given period or upon any specific terms of employment.

     8.  Tax Withholding. Grantee authorizes the Company to:

     (a) Withhold . Withhold and deduct from future wages of Grantee (or from other amounts that may be due and owing to Grantee from the Company, or make other arrangements for the collection of, all amounts deemed necessary to satisfy any and all federal, state, and local withholding and employment-related tax requirements attributable to an award of Restricted Stock; or

     (b) Remit . Require Grantee promptly to remit the amount of such withholding to the Company before taking any action with respect to the Restricted Stock.

     9.  Ac