exv10w1



 





EXHIBIT 10.1




EIGHTH AMENDMENT TO THE

KAYDON CORPORATION

EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN




     This Amendment, made this 5th day of June, 2007, by Kaydon
Corporation (“Employer”).




W
I T N E S S E
T H :




          WHEREAS, the Employer amended and restated the Kaydon Corporation Employee Stock
Ownership and Thrift Plan (“Plan”) on February 19, 2002, effective January 1, 1997, and has since
amended the Plan by the instruments dated March 21, 2003, August 11, 2003, December 13, 2003,
August 3, 2004, November 1, 2004, December 21, 2005, and December 21, 2006; and



          WHEREAS, the Employer inadvertently permitted the early inclusion of employees in the Plan by
allowing employees at one location to enter the Plan prior to their completion of one thousand
hours of service; and



          WHEREAS, the Employer may have also inadvertently permitted the early inclusion of employees
in the Plan by accepting rollover contributions by employees prior to the entry date for those
employees into the Plan; and



          WHEREAS, in accordance with Section 4.05(2) of Revenue Procedure 2006-27, the Employer wishes
to amend the Plan to provide for special eligibility rules that permit the early inclusion of
otherwise eligible employees in the Plan retroactively to the date of early inclusion; and



          WHEREAS, Section 10.1 empowers the Employer to amend the Plan;



          NOW, THEREFORE, the Employer amends the Plan as follows:



     1. The following sentence is added to Section 3.1:



     The 1,000 Hours of Service requirement does not apply to William Foy or John Facey II, who
became eligible to participate in the Plan following six months of service at Kaydon Custom
Filtration Corporation.



     2. Section 3.2(b) is amended to add the following subsection (v):



          (viii) Custom
Filtration. William Foy, an Employee at Kaydon Custom Filtration
Corporation, became an Active Participant in this Plan on October 1, 2006.



 









 







John Facey II, an Employee at Kaydon Custom Filtration Corporation, became an Active Participant in
this Plan on July 1, 2006.



     3. The following sentence is added to Section 5.1(b):



     Contributions which consist of an amount that is either a rollover or a direct transfer from
another qualified retirement plan will also be accepted by the Plan if those contributions are
made on behalf of an Employee who is not currently an Active Participant. If assets are rolled
over or transferred to this Plan by an Employee who has not satisfied the eligibility
requirements of Section 3.1, that Employee’s rollover or transfer account shall represent the
Employee’s sole interest in this Plan until the Employee becomes an Active Participant.



          Except as herein amended, the Employer ratifies the plan and trust.



          IN WITNESS WHEREOF, the Employer has caused this instrument to be executed by a proper officer
the day and year first above written.



	 	 	 	 	 
	 	 	KAYDON CORPORATION
	 
	 	 	 	 
	 

	 	By
	 	/s/ James O’Leary
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Its President and Chief Executive Officer
	 
	 	 	 	 
	 

	 	By
	 	/s/ John F. Brocci
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Its Vice President Administration & Secretary







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