EX-10.1






Exhibit 10.1




KSOP 3.09




ELEVENTH AMENDMENT TO THE AMENDED AND RESTATED

KAYDON CORPORATION

EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN




     ELEVENTH AMENDMENT to the above Plan made by the duly authorized officers of the Company
effective as provided below.




	 	1.	 	Recitation. The Employer has determined that an amendment to the
Plan
is desirable to suspend matching contributions under the Plan at Tridan
International, Inc. and Indiana Precision, Inc.
	 
	 	2.	 	Amendment. The Plan is amended at Appendix J as follows:






     (a) At Section 4.1(f), to suspend Matching Contributions for
Participants employed at Tridan International, Inc. or Indiana Precision,
Inc. based on elective deferral contributions made out of Compensation
earned on or after March 29, 2009; and




     (b) At Section 6.2(f), to suspend any allocation of Matching
Contributions to Participants employed at Tridan International, Inc. or
Indiana Precision, Inc. based on elective deferral contributions made out
of Compensation earned on or after March 29, 2009.




	 	3.	 	Substitution. The Amendment is incorporated in revised plan pages
which
are attached to this Amendment. The pages have been substituted for
their respective counterparts in the Plan as amended. The pages deleted
shall be preserved, attached to the Amendment and marked in the upper
right hand corner to indicated that they were AMENDED by this
Amendment.





	 	 	 	 	 	 	 	 	 
	 	 	KAYDON CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Tony Behrman
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Tony Behrman	 	 
	 

	 	 	 	Its
	 	VP – Human Resources	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	And
	 	 	 	/s/ Debra Crane	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Debra Crane	 	 
	 

	 	 	 	Its
	 	V. P., General Counsel	 	 





 









 






KSOP 3.09




APPENDIX J




Canfield Technologies, Inc.




Tridan International, Inc. and




Indiana Precision, Inc.



The following sections of the Plan are added or modified as follows:




     Section 1.1 to add the following sentence:




     “Employees of Canfield Technologies, Inc., Tridan International, Inc. and
Indiana Precision, Inc. are added to the Plan effective October 1, 2000.



     Section 2.7 to add the following sentence:




     “Employee also excludes persons included in a collective bargaining unit
at Canfield Technologies, Inc.



     New Section 2.7A is added as follows:




     2.7A Employee Group. The Employee Groups are:




     (a) Canfield. Employees of Canfield Technologies, Inc.
not included in a collective bargaining unit.


     (b) Tridan. Employees of Tridan International, Inc.




     (c) Indiana Precision. Employees of Indiana Precision, Inc.




     (d) Other Non-Bargaining Unit. Employees of all other Employers
not included in a collective bargaining unit.




     (e) Other Bargaining Unit. Employees of all other Employers
included in a participating collective bargaining unit.



     New Section 2.10A is added as follows:




     2.10A Matching Contribution. A Matching Contribution
is any Employer Contribution made to the Plan on behalf of an Active
Participant on



 









 





KSOP 3.09





account of an Elective Contribution made by the Active Participant for the Plan Year
or any forfeiture allocated on the basis of Matching or Elective Contributions,
excluding any contribution or allocation used to meet the top heavy minimum
contribution or benefit requirement of Code Section 416 and any Matching Contribution
to the extent considered for purposes of Code Section 401 (k) testing.



     Section 2.17(c) to add the following sentence:




     “A Year of Service also includes Years of Service credited prior to October 1,
2000 with Canfield Technologies, Inc., Tridan International, Inc., or Indiana
Precision, Inc.



     New Subsections 3.2(b)(v), (vi) and (vii) are added as follows:




     (v) Canfield. Each Employee who was a participant in the Canfield
Technologies, Inc. Simple IRA on August 27,2000 who was employed by an Employer on
October 1, 2000 became an Active Participant in this Plan on October 1, 2000;




     (vi) Tridan. Each Employee who was a participant in the Tridan
International, Inc. 401 (k) Profit Sharing Plan on August 27, 2000 who was employed
by an Employer on October 1, 2000 became an Active Participant in this Plan on
October 1, 2000; and




     (vii) Indiana Precision. Each Employee who was a participant in the
Indiana Precision, Inc. 401 (k) Profit Sharing Plan on August 27, 2000 who was
employed by an Employer on October 1, 2000 became an Active Participant in this Plan
on October 1, 2000.



     Section 4.1 (b) is deleted and replaced with new Section 4.1 (b) as follows:



 









 





KSOP 3.09





     (b) Regular Profit Sharing. May contribute a Regular Profit Sharing
Contribution. The amount of the contribution, if any, is determined by the Board of
Directors of each Employer for its Employee Group or Groups in its discretion (or as
required by the applicable collective bargaining agreements), subject to the maximum
limitations of this Plan. The tentative contribution is reduced by the amount of
forfeitures to be reallocated to Employer Accounts on the Allocation Date after the
allocation of forfeitures as Matching Contribution. A Regular Profit Sharing
Contribution is allocated under Article VI and is subject to the applicable Vesting
Schedule.



     New Section 4.1(f) is added as follows:




     (f) Matching. For Canfield Technologies, Inc., Tridan International, Inc.
and Indiana Precision, Inc. only, contribute a Matching Contribution which is the sum
of $0.25 for each dollar of each eligible Participant’s Elective Contributions
(excluding Catch-Up Contributions) which do not exceed the appropriate limits, except
that no Matching Contribution shall be made for Participants employed at Tridan
International, Inc. or Indiana Precision, Inc. based on elective deferral
contributions made out of Compensation earned on or after March 29, 2009.




     The tentative contribution is reduced by the amount of forfeitures to be
reallocated to Employer Accounts on the Allocation Date. The Matching Contribution is
allocated under Article VI and is subject to the applicable Vesting Schedule.



     Section 6.1(a)(i) to add the following sentence:




     “This Account also includes prior plan profit-sharing amounts rolled-over into
this Plan.”



     New Subsection 6.1 (a)(viii) is added as follows:



 









 





KSOP 3.09





     (viii) Employer Matching Contributions Account. The Accounts to which
any Employer Matching Contributions and amounts rolled-over to this Plan are
credited;



     The preface of Section 6.2 is deleted and replaced with a new preface as follows:




     6.2 Allocation of Employer Contributions. Employer Regular Profit Sharing
Contributions for the Plan Year are allocated to the Employer Regular Profit Sharing
Accounts of Active Participants who complete one thousand (1,000) Hours of Service
during the Plan Year and are Employees in the designated Employee Group of the
Employer making the contribution on the last day of that Plan Year, or who are
Employees in that Employee Group during the Plan Year but who retire, die, or become
Disabled during the Plan Year, first, to each Employee Group as provided in a
resolution of the Employer and, second, within each Employee Group in the proportion
which the Compensation of each Active Participant within that Employee Group for the
Plan Year bears to the aggregate of the Compensation of the Active Participants within
that Employee group for the Plan Year (or as otherwise required by an applicable
collective bargaining agreement), subject to the Testing Adjustment.



     New Subsection 6.2(f) is added as follows:




     (f) Matching. Matching Contributions are allocated to the Matching
Account of each Active Participant employed by Canfield Technologies, Inc., Tridan
International, Inc. or Indiana Precision, Inc. eligible for an allocation of Employer
Regular Profit Sharing Contributions for the Plan Year based on each eligible Active
Participant’s Elective Contributions for the year which are eligible for a Matching
Contribution as provided under Article IV. The amount allocated is $0.25 for each
dollar of the Participant’s Elective Contributions up to the maximum Elective
Contribution allowed the



 









 





KSOP 3.09





Participant for the year, except that no Matching Contribution shall be allocated to
Participants employed at Tridan International, Inc. or Indiana Precision, Inc. based
on elective deferral contributions made out of Compensation earned on or after March
29, 2009.




     Section 6.3 is deleted and replaced with new Section 6.3 as follows:




     6.3 Allocation of Forfeitures. Forfeitures from the Non-Vested Accounts
of participants who have incurred five (5) consecutive Breaks in Service, received a
distribution of their entire Vested Account Balance, or died after terminating
employment during the Plan Year are first allocated to reduce any Forfeiture
Restoration Contribution. Any remaining forfeitures are allocated first in the same
manner as Matching Contributions and next in the same manner as Employer Regular
Profit Sharing Contributions. Forfeitures allocated as Contributions reduce the
contribution of the Employer for the year.



     The preface of Section 6.5 is deleted and replaced with a new preface as follows:




     6.5 Vesting. The Account Balance in each Account other than the Employer
Regular Profit Sharing and the Employer Matching Contributions Account, if any, is
fully vested and nonforfeitable at all times. The Account Balance in each Employer
Regular Profit Sharing Account and each Employer Matching Contributions Account is
fully vested and nonforfeitable upon the Participant’s attainment of Normal Retirement
Age, Death, or Disability while an employee of the Employer (or Affiliated Employer)
and under one or a combination of the following Vesting Schedules:



     New Subsection 6.5(e) is added as follows:



 









 





KSOP 3.09





     (e) Matching. Effective for Matching Contributions attributable to Plan
Year beginning on and after January 1, 2002, the schedule applicable to Employer
Matching contributions is:



	 	 	 	 	 
	Years of Service for Vesting Purposes	 	Percentage
	To Date Employment Terminated	 	Vested
	Less than 1 year
	 	 	0	%
	1 year but less than 2 year
	 	 	10	%
	2 year but less than 3 year
	 	 	20	%
	3 year but less than 4 year
	 	 	40	%
	4 year but less than 5 year
	 	 	60	%
	5 year but less than 6 year
	 	 	80	%
	6 year or more
	 	 	100	%






     New Section 7.16 is added as follows:




     7.16 Loans. An Active Participant, a participant who is a party in interest under
ERISA with respect to the Plan, or a beneficiary of a deceased participant who was a
party in interest (other than an Owner-Employee or Shareholder-Employee) may maintain
a loan rolled-over to this Plan from a plan maintained by Canfield Technologies,
Inc., Tridan International, Inc. or Indiana Precision, Inc. which was qualified under
Section 401 (a) of the Code in which the participant was not an owner-employee or a
shareholder-employee. The Committee may authorize continuation of the loan on the
terms and conditions prescribed in this Section and in Appendix J.




(a) Maximum Amount. A loan is limited to the lesser of:




(i) Maximum Dollar Amount. $50,000.00, reduced by the
excess of:




          (A) Prior Balance. The highest outstanding balance
of loans from the Plan during the 1 -year period ending on the day
before the date on which the loan is made, over




          (B) Outstanding Balance. The outstanding balance
of loans from the Plan on the date on which the loan is made;




 









 





KSOP 3.09





          (ii) One-Half Vested Account. One-half (1/2) of the participant’s Vested
Account Balance; or




          (iii) Aggregation. The amount tentatively determined in (i) or (ii) above
reduced by the aggregate outstanding principal balance of all loans from any qualified plans
maintained by the Employer (or Affiliated Employer).




     (b) Spousal Consent. The Committee may accept the loan only if
spousal consent of any Qualifying Spouse was obtained within ninety (90)
days before the loan or the Committee determines that spousal consent was
not required.




     (c) Conditions. Loans: constitute an investment of the participant’s
Account; must be evidenced by a promissory note bearing a reasonable rate
of interest, providing for level amortization and having a definite maturity date
or repayment schedule with payments not less frequently than quarterly; and
must be secured by a mortgage, pledge, guarantee or other adequate
collateral. The participant must demonstrate a realistic plan and intention for
repayment of any loan.




     (d) Term. The term for repayment of the note must not exceed five
(5) years unless the participant or beneficiary certified that the proceeds of
the loan would be used for the acquisition or construction of a structure which
was used, within a reasonable time determined at the time the loan was
made, as the principal residence of the participant.




     (e) Set Off. If a participant or beneficiary dies, retires, is totally and
permanently disabled, terminates employment, revokes a payroll deduction
payment authorization, requests a distribution which would cause the
remaining Account Balance to fail to be adequate security under ERISA, or
defaults under the terms of the loan or any agreement securing the loan, or if
the Plan is terminated, with all or a portion of the note (including principal and
interest) outstanding, the balance in the Account and all benefits payable





 









 





KSOP 3.09





under the Plan are reduced by the outstanding amount at the earliest time which will not
cause disqualification of the Plan.




     (f) Accounting. For purposes of allocating earnings, losses and
adjustments in value of the Trust, the participant’s Account is reduced by the
principal amount of any loan outstanding. Interest paid on the loan is credited
directly to the participant’s Account.




     (g) Suspension of Loan Payments. If permitted by the
administrator, loan payments shall be suspended for a period that a
Participant is on a leave of absence either without compensation or at a level
of compensation that is less than the amount of the installment payments
required under the terms of the loan.




(i) Length of Suspension/Due Date.




     (A) Military Leave of Absence. If a Participant is
performing service in the uniformed services (as defined in
Chapter 43 of Title 38 of the United States Code), whether or
not Qualified military Service, loan payments shall be
suspended until the end of the leave of absence. The loan,
including accrued interest, must be repaid by the end of the
period that equals the original term of the loan plus the period
of military service.




     (B) General Leave of Absence. For all other leaves
of absences, loan payments shall be suspended for the period
of the leave of absence, but not longer than one year. The
loan, including accrued interest, must be repaid by the latest
date permitted under (c)(ii) above.




     (ii) Payments on Resumption. The installment payments due at the end of the
suspension must be at least equal to, and as frequent as, those required under the
original terms of the loan. If installment



 









 





KSOP 3.09





payments are not increased on resumption of payment, the Participant must
repay the entire remaining balance of the loan on the due date specified in
(i) above.



     Section 9.9 to add the following sentence:




     “Expenses not paid by Kaydon Corporation shall be charged against
participants’ accounts in a reasonable manner.”