Exhibit 10(o)
(xv)
SEVERANCE AGREEMENT
THIS SEVERANCE
AGREEMENT (the “Agreement”), is made and entered into
this 5th day of August, 2009 (the “Effective Date”) by
and between Albany International Corp., a Delaware corporation with
its principal place of business at 1373 Broadway, Albany, New York
(the “Company”), and ____________________
(“Employee”).
RECITALS
WHEREAS, Employee
has been, and is currently, employed by the Company as an officer,
or a key officer, in a critical managerial position; and
WHEREAS, Employee
is employed by the Company on an at-will basis; and
WHEREAS, the
Company wishes to encourage Employee’s continued service and
dedication to the performance of his or her duties; and
WHEREAS, Employee
and the Company each believe it to be in their best interests to
provide Employee with certain severance protections; and
WHEREAS, in order
to induce Employee to remain in the employ of the Company, and in
consideration for Employee’s continued service to the
Company, the Company agrees that Employee shall receive the
benefits set forth in this Agreement in the event that
Employee’s employment with the Company is terminated in the
circumstances described herein.
NOW, THEREFORE, in
consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Employment . The Company hereby agrees to continue
Employee’s current employment on an at-will basis in
accordance with provisions contained herein below. Employee shall
be based at the Company’s headquarters in Albany, New York or
such other place, as may be reasonably requested by the Company.
Employee shall be subject to the supervision of, and shall have
such authority as is delegated to him or her by the Chief Executive
Officer, or the Board of Directors (the “Board”), as
the case may be.
2.
Effect of Termination Without Cause . If Employee’s
employment is terminated by the Company at any time before December
31, 2012 other than for Cause (as defined herein below), the
Company shall pay to Employee, as severance, his or her gross
monthly salary in effect as of the date of such termination (the
“Termination Date”), less applicable withholdings and
deductions required by law, or otherwise agreed to by the parties
(the “Severance Amount”) for a period of eighteen (18)
months. The number of months over which the Severance Amount shall
be paid shall hereinafter be referred to as the “Severance
Period”. The Severance Amount shall be paid in monthly
installments during the Severance Period in accordance with the
Company’s customary payroll practices by check or direct
deposit until paid in full and may contain a pro rata payment for
any partial month or to account for any prepaid, but unearned
salary. Notwithstanding the foregoing, any severance payments that
otherwise would be due after the second anniversary of the
Termination Date shall be paid in a lump sum on the Company’s
regular payroll date immediately preceding said second anniversary,
together with any other severance payment due on that
date.
Payment of the severance benefits
provided for under this Agreement shall be contingent upon
Employee’s timely execution, and nonrevocation, of a General
Release and Separation Agreement substantially in the
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form attached hereto as
Exhibit A . Payment of the severance benefits provided for
under this Agreement shall not commence prior to the effective date
of said General Release and Separation Agreement.
For the purposes of this Section
2, “Cause” shall be deemed to exist upon:
(i) the conviction of Employee
for, or the entry of a plea of guilty or nolo contendere by
Employee to, a felony charge or any crime involving moral
turpitude;
(ii) Unlawful conduct on the part
of Employee that may reasonably be considered to reflect negatively
on the Company or compromise the effective performance of
Employee’s duties as determined by the Company in its sole
discretion;
(iii) Employee’s willful
misconduct in connection with his or her duties or willful failure
to use reasonable effort to perform substantially his or her
responsibilities in the best interest of the Company (including,
without limitation, breach by the Employee of this Agreement),
except in cases involving Employee’s mental or physical
incapacity or disability;
(iv) Employee’s willful
violation of the Company’s Business Ethics Policy or any
other Company policy that may reasonably be considered to reflect
negatively on the Company or compromise the effective performance
of Employee’s duties as determined by the Company in its sole
discretion;
(v) fraud, material dishonesty,
or gross misconduct in connection with the Company perpetrated by
Employee;
(vi) Employee undertaking a
position in competition with Company;
(vii) Employee having 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;
or
(viii) Employee having wrongfully
and substantially enriched himself or herself at the expense of the
Company.
3.
Restrictive Covenants. Employee acknowledges the highly
competitive nature of the Company’s business and in
recognition thereof agrees as follows:
A.
During the Severance Period, whether on Employee’s own behalf
or on behalf of or in conjunction with any person, firm,
partnership, joint venture, association, corporation or other
business, organization, entity or enterprise whatsoever
(“Person”), Employee shall not directly or
indirectly:
(i) engage in any business which
is in competition with the Company or any of its subsidiaries or
affiliates in the same geographical areas as the Company or any of
its subsidiaries or affiliates are engaged in their business (a
“Competitive Business”);
(ii) enter into the employ of, or
render any services to, any Person in respect of any Competitive
Business;
(iii) acquire a financial
interest in, or otherwise become actively involved with, any
Competitive Business, directly or indirectly, as an individual,
partner, shareholder, officer, director, principal, agent, trustee
or consultant; provided, however, that in no event shall ownership
of less than 2% of the outstanding capital stock of any
corporation, in and of itself, be deemed a violation of this
covenant if such capital stock is listed on a national securities
exchange or regularly traded in an over-the-counter market;
or
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(iv) interfere with, or attempt
to interfere with, any business relationships (whether formed
before or after the Termination Date) between the Company or any of
its subsidiaries or affiliates and their customers, clients,
suppliers or investors.
B.
During the Severance Period, whether on Employee’s own behalf
or on behalf of or in conjunction with any Person, Employee shall
not directly or indirectly:
(i) solicit or encourage any
employee of the Company or any of its subsidiaries or affiliates to
leave the employment of the Company or any of its subsidiaries or
affiliates; or
(ii) hire any such employee who
was employed by the Company or any of its subsidiaries or
affiliates as of the Termination Date or, if later, within the
six-month period prior to such date of hire.
It is expressly understood and
agreed that although the parties consider the restrictions in this
Paragraph 3 to be reasonable, if a final determination is made by a
court of competent jurisdiction that the time or territory or any
other restriction contained in this paragraph is an unenforceable
restriction against the Employee, the provisions of this paragraph
shall not be rendered void but shall be deemed amended to apply as
to such maximum time and territory and to such maximum extent as
such court may determine to be enforceable.
4.
Confidential Information . Employee acknowledges that as a
consequence of his or her employment with the Company proprietary
and confidential information relating to the Company’s
business may be, or have been, disclosed to or developed or
acquired by the Employee which is not generally known to the trade
or the general public and which is of actual or potential value to
the Company (“Proprietary Information”). Such
Proprietary Information includes, without limitation, information
about trade secrets, inventions, patents, licenses, research
projects, costs, profits, markets, sales, customer lists,
proprietary computer programs, proprietary records, and proprietary
software; plans for future development, and any other information
not available to the trade or the general public, including
information obtained from or developed in conjunction with a third
party that is subject to a confidentiality or similar agreement
between the Company and such third party. The Employee acknowledges
and agrees that his or her relationship with the Company with
respect to such Proprietary Information has been and shall be
fiduciary in nature. Consequently, during the remainder of, and
after, his or her employment by the Company, the Employee shall not
use any Proprietary Information for his or her own benefit, or for
the benefit of any other person or entity or for any other purpose
whatsoever other than the performance of his or her work for the
Company, and the Employee shall maintain all such information in
confidence and shall not disclose any thereof to any person other
than employees of the Company authorized to receive such
information. This obligation is in addition to any similar
obligations the Employee may have pursuant to any other agreement,
statute or common-law. Nothing herein, however, shall preclude the
Employee from describing his or her duties with the Company in
future job interviews. After the fifth anniversary of the end of
the Employee’s employment by the Company, the term
Proprietary Information shall be limited to information
constituting trade secrets of the Company.
5.
Non-disparagement . Employee specifically agrees and
covenants that he or she will not directly or indirectly disparage
the Company or any subsidiary or affiliate of the Company, or any
of their respective officers, directors, employees, attorneys or
representatives, or any of their respective products or services in
any manner, at any time, to any person or entity.
“Disparage”