Exhibit
10(o)(xiv)
AGREEMENT
This Executive
Separation Agreement (the “Agreement”) is dated as of
the 5th day of August, 2009, and is entered into by and between
Albany International Corp., a Delaware corporation with offices and
a principal place of business at 1373 Broadway, Albany, New York,
(“Albany”) and Michael C. Nahl, a resident of Albany
County, New York (“Executive”).
WITNESSETH
WHEREAS, Executive
is employed by Albany as Executive Vice President and Chief
Financial Officer and may serve as a director or officer of various
Albany subsidiaries and affiliates, or as a fiduciary to various
employee benefit plans; and
WHEREAS, Executive
has notified Albany of his desire to voluntarily retire;
and
WHEREAS, Albany
seeks to retain Executive for the purposes of assisting in the
orientation of his successor, to assist in the transition of his
duties to the successor and to temporarily continue to offer advice
and counsel in connection with important strategic initiatives and
has requested that Executive delay his retirement in consideration
for the benefits set forth herein;
WHEREAS, Albany
and Executive seek to enter into this Agreement (the
“Agreement”) with the intent to establish a mutually
acceptable retirement date and to settle all claims and issues that
have been raised, or could have been raised in relation to
Executive’s employment with Albany or in relation to any
positions he held with any of Albany’s subsidiaries,
affiliates, employee benefits plans or trusts, or in any way
related to the termination of such employment and/or
service;
NOW
THEREFORE, in consideration of the promises and mutual agreements
herein, it is hereby agreed as follows:
1.
Executive acknowledges that he was given this Agreement on June
16, 2009 and was afforded 21 days to consider same.
2.
Executive was, and hereby is, advised to consult a lawyer before
signing this Agreement and did in fact have the opportunity to
obtain advice from counsel.
3.
Executive may accept this Agreement only by signing, dating and
delivering the Agreement to Albany (in the manner set forth in
Paragraph 25) on or before Albany’s normal close of business
on August 5, 2009 . Time is of the essence with regard
to this Paragraph 3.
4.
Executive may revoke this Agreement at any time within seven (7)
days after signing and delivering it to Albany by notifying Albany
in writing (in the manner set forth in Paragraph 25) of
Executive’s decision to revoke. Time is of the essence
with regard to this Paragraph 4.
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5.
The effective date of this Agreement (“Effective Date”)
shall be the 8th day after Executive signs and delivers the
Agreement in accordance with Paragraph 3 above, unless Executive
revokes the Agreement in accordance with Paragraph 4 above. If
Executive revokes this Agreement in accordance with Paragraph 4
above, this Agreement will not become operative and will not be
binding on Executive or Albany.
6.
Executive elects to voluntarily retire, and his employment with
Albany shall terminate, effective as of the close of business on
August 31, 2009 , (the “Retirement Date”) unless
terminated earlier in accordance with Paragraph 7 or 8 hereof. The
Retirement Date may be accelerated or extended by mutual agreement
of the parties, evidenced in writing. Effective as of the close of
business on August 7, 2009, Executive shall no longer serve as
Albany’s Chief Financial Officer, but shall retain the title
of Executive Vice President until the Retirement Date. Effective as
of the Retirement Date, or the date of any earlier termination
pursuant to Paragraph 7 or 8, Executive resigns all offices,
directorships and any other positions held with Albany or any of
Albany’s subsidiaries or affiliates, or any of their employee
benefit plans or trusts. Albany agrees to provide Executive with a
positive written reference.
7.
Nothing herein is intended to alter the at-will nature of
Executive’s employment relationship with Albany. Albany
reserves the right to terminate Executive prior to the Retirement
Date with or without cause. Cause shall be deemed to exist if
Albany determines that Executive has:
(i) undertaken a position in
competition with Albany;
(ii) caused substantial harm to
Albany with intent to do so or as a result of gross negligence in
the performance of his duties;
(iii) wrongfully and
substantially enriched himself at the expense of Albany;
or
(iv) been convicted of
felony;
8.
Executive reserves the right to terminate his employment with
Albany at any time prior to the Retirement Date.
9.
From the date hereof until the date Executive’s employment
with Albany terminates (either as of the Retirement Date or
earlier), Executive shall continue to perform the duties of his
current position and assist in the transition of his duties as
directed by the Chief Executive Officer or the Board of Directors.
Executive further covenants and agrees, for a reasonable time
thereafter not to exceed twenty-four months, to provide the
additional services set forth in Schedule 9 . If such
services are still needed after such twenty-four month period, the
parties agree to negotiate a consulting agreement with terms
mutually acceptable to both parties. During the remainder of
Executive’s employment with Albany, Albany shall continue to
pay Executive at his current rate of compensation less (i)
applicable withholdings and deductions required bylaw or otherwise
agreed to by the parties, (ii) deductions of premiums due for any
health care, life insurance or other insurance
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coverage provided by or through
Albany, (iii) 401(k) savings plan or other Albany benefit plan
contributions and (iv) any other applicable withholdings. During
the remainder of Executive’s employment with Albany,
Executive will be eligible to receive the standard package of
employee benefits available to similarly situated Albany employees.
Albany reserves the right to modify, supplement, amend or eliminate
the standard benefits provided to its employees, including, without
limitation, the eligibility requirements and/or premiums,
deductibles, co-payments or other charges relating
thereto.
10.
Executive agrees that on or after the last date of his employment
with Albany he shall execute an additional release in the form
annexed hereto (the “Supplemental Release”) covering
the period from the date of Executive’s execution of this
Agreement through his last date of employment. Executive covenants
and agrees that the obligations to be performed by Albany under
this Agreement after the last date of Executive’s employment
shall be contingent upon the execution of the Supplemental Release.
Failure to execute the Supplemental Release, however, will not
affect the validity of the release contained in Paragraph 17 of
this Agreement.
11.
In the case that Executive’s employment is terminated at the
Retirement Date and not prior thereto as contemplated by Paragraph
7 or 8, Albany agrees to provide Executive with the following
benefits to which he would not otherwise be entitled. Executive
acknowledges and agrees that these benefits constitute adequate
legal consideration for the promises and representations made by
him in this Agreement, and are in lieu of any benefits payable
under any severance plan now in existence or adopted prior to the
Retirement Date:
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(a)
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Albany will pay
Executive the gross sum of $37,491.66 per month for a period of
twelve (12) months from the Retirement Date, for a total of
$449,900.00 in the first twelve (12) months following the
Retirement Date, then the gross sum of $46,191.66 per month for an
additional twelve (12) month period (combined, the “Payment
Period”) for a total of $1,004,200.00 in the first 24 months
following the Retirement Date. The aforesaid monthly payments (the
“Post-Retirement Payments”) shall be paid net of all
applicable withholdings and deductions required by law or otherwise
agreed to by the parties. The Post-Retirement Payments will made by
check, or direct deposit, on the 15 th day of the month
and will begin after the Retirement Date and after this Agreement
becomes irrevocable and continue on or about the 15 th
day of every month thereafter until paid in full (and may contain
pro rata payment for any partial month). In the event
Executive dies before the last Post-Retirement Payment is made
hereunder, the balance of such payments shall be paid to his spouse
or, if he shall have no such spouse at that time, to his
estate.
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(b)
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Executive may
elect, pursuant to the protections afforded by the Consolidated
Omnibus Budget Reconciliation Act, to continue group health care
coverage as is from time to time provided by or through Albany to
all similarly situated eligible employees for up to eighteen (18)
months by paying the then-applicable required contribution for such
coverage. Notwithstanding the foregoing, the parties acknowledge
that it may be more advantageous for Executive to elect retiree
health
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care benefits
under the Albany International Corp. Health Care Plan as of the
Retirement Date. In that event, Executive shall be responsible for
the payment of the retiree contribution in accordance with the
terms of that Plan.
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(c)
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Albany reserves
the right to modify, supplement, amend or eliminate the coverages
described in subparagraph (b) above, including, without limitation,
the eligibility requirements and/or premiums, deductibles,
co-payments or other charges relating thereto.
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(d)
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Albany shall
pay Executive for any accrued, unused vacation pursuant to existing
corporate policy at Executive’s last rate of salary, less
applicable withholdings and deductions required by law or otherwise
agreed to by the parties. Said payment shall be made at the first
normal pay date following the Retirement Date and irrevocability of
this Agreement. Albany and Executive agree that has accrued 25
unused vacation days.
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(e)
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Any stock
options, restricted stock units or long-term incentive awards that
have been previously awarded to Executive shall be treated in
accordance with the terms of plans under which such awards were
granted and/or the applicable award agreement.
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(f)
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Effective as of
the Retirement Date, or such earlier date as Executive’s
employment may be terminated in accordance with Paragraph 7 or 8,
hereof, Executive will no longer be an employee of Albany, and will
cease to accrue benefits under any pension, deferred compensation,
401(k), profit-sharing or other Albany employee welfare benefit
plan.
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(g)
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Executive shall
be permitted to retain possession of his current Albany laptop, as
well as his current mobile phone and Blackberry; provided that such
devices will be cleansed of any Albany content by Albany GIS
personnel, and any telecommunications or other services related to
such device (or any other phone, mobile, data or computing devices)
are to be provided by the Executive at his expense.
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(i)
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Executive
acknowledges and agrees that, except for this Agreement, Executive
would have no right to receive all of the benefits described
above.
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12.
In the event Executive’s employment with Albany is terminated
prior to the Retirement Date for cause, Executive shall not be
entitled to, and Albany shall not be obligated to provide, any of
the benefits described in Paragraph 11, and in such case the
treatment of any stock options, restricted stock units or long term
incentive awards will be in strict conformity with the terms of the
plans under which such option or restricted stock units were
granted. In the event Alba