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SEVERANCE AGREEMENT

Termination Severance Agreement

SEVERANCE 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: SEVERANCE AGREEMENT
Governing Law: New York     Date: 8/7/2009
Industry: Paper and Paper Products     Sector: Basic Materials

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


 
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