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AGREEMENT

Termination Severance Agreement

AGREEMENT | Document Parties: ALBANY INTERNATIONAL CORP /DE/ | Albany International Corp You are currently viewing:
This Termination Severance Agreement involves

ALBANY INTERNATIONAL CORP /DE/ | Albany International Corp

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Title: AGREEMENT
Date: 8/7/2009
Industry: Paper and Paper Products     Sector: Basic Materials

AGREEMENT, Parties: albany international corp /de/ , albany international corp
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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:

     

(a)     

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.

 

 

(b)     

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.

 

 

(c)     

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.

 

 

(d)     

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.

 

 

(e)     

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.

 

 

(f)     

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.

 

 

(g)     

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.

 

 

(i)     

Executive acknowledges and agrees that, except for this Agreement, Executive would have no right to receive all of the benefits described above.

     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


 
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