kaiform10q1q2009exhibit101.htm


    Exhibit 10.1

    


    FORM
OF EXECUTIVE OFFICER PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
AGREEMENT

     

    
 

    Kadant
Inc.

    ID: 52-1762325

    Notice of Grant of
Award                                                 One
Technology Park Drive

    and Award
Agreement                                                      Westford,
MA    01886

    
      


    

    


    [Recipient
name]                                                                  Award
Number:         [##]

    [Recipient
address]                                                              Plan:                            [##]

                                                                                                 
  
ID:                                [##]

    
      


    

    


    Effective
[Date], you have been granted an award of [##] restricted stock units. These
units are restricted until the vest date(s) shown below, at which time you will
receive shares of Kadant Inc. (the Company) common stock.

    


    The
current total value of the award is $[##].

    


    The award
will vest in increments on the date(s) shown.

    


    Shares                                           Full
Vest

    [##]                                               [Date]

    


    


    


    
      


    

    


    By your
signature and the Company’s signature below, you and the Company agree that this
award is granted under and governed by the terms and conditions of the Company’s
Award Plan as amended and the Award Agreement, all of which are attached and
made a part of this document.

    
      


    

    


    


    ___________________________________                                  _____________________________

    Kadant
Inc.                                                                                              
    Date

    


    


    ___________________________________                                   
_____________________________

    [Recipient
name]                                                                                          
Date

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    



    KADANT
INC.

    


    AWARD
AGREEMENT FOR

    PERFORMANCE-BASED
RESTRICTED STOCK UNITS

    (“Award
Agreement”)

    


    
      	
              1.  

            	
              Preamble.  On
      the effective date shown on the first page of this Award Agreement (“Award
      Date”), the Company granted to the Recipient restricted stock units
      (“RSUs”) with respect to the number of shares of common stock of the
      Company identified on the first page of this Award Agreement (“Award
      Shares”), subject to the terms, conditions and restrictions set forth in
      this Award Agreement and the provisions of the Company’s 2006 Equity
      Incentive Plan (“Plan”). The RSUs represent a promise by the Company to
      deliver the Award Shares upon vesting. Any consideration due to the
      Company on the issuance of Award Shares pursuant to this Award Agreement
      will be deemed to have been satisfied by services rendered by the
      Recipient to the Company during the vesting
  period.

            


    

    


    
      	
              2.  

            	
              Restrictions on
      Transfer.  Unless and until the Award Shares shall have
      vested as provided in Section 3 below, the Recipient shall not sell,
      transfer, pledge, hypothecate, assign or otherwise dispose of, by
      operation of law or otherwise, any RSUs, or any interest
      therein.

            


    

    


    
      	
              3.  

            	
              Vesting
      Date.  Subject to the terms, conditions and restrictions
      of this Award Agreement, including the Forfeiture provisions described in
      Section 4 below, the Recipient shall vest in all RSUs on the last day of
      the Company’s [year] fiscal year, [Date] (the “Vesting Date”), provided
      that the performance measure set forth in this Section 3 is
      met.

            


    

    


    The
Company has established as the performance measure earnings before interest,
taxes, depreciation and amortization (EBITDA) generated by its continuing
operations during the [year] fiscal year (beginning [date] and ending [date]
(the “Measurement Period”), equal to the amount set forth in Exhibit A to this
Award Agreement and as such amount may be adjusted as set forth in such Exhibit
A (the “Target EBITDA”). Upon the conclusion of the Measurement Period, the
Company shall calculate and determine the actual EBITDA generated by its
continuing operations during the Measurement Period as set forth in Exhibit A
(“Actual EDITDA”). The number of Award Shares deliverable to the Recipient will
be adjusted and determined by a continuous line graph based on the following
data points, which graph is included as Exhibit B:

     

    Actual EDITDA
is:                                                                      Number of Award Shares
Deliverable

    Less than
50% of Target
EBITDA                                                         0%
of Award Shares

    50% of
Target
EBITDA                                                                           50%
of Award Shares

    100% of
Target
EBITDA                                                                         100%
of Award Shares

    115% or
greater of Target
EBITDA                                                       150%
of Award Shares

     

    In the
event that the Company does not generate Actual EBITDA equal to or more than 50%
of Target EBITDA, then all of the RSUs shall be automatically forfeited to the
Company. The Compensation Committee of the Company’s Board of Directors shall be
responsible for certifying the extent to which the performance measure has been
met, prior to the release of the Company’s earnings for the full [year] fiscal
year.

    


    As soon
as administratively practicable after the Vesting Date, but in any event within
the period ending on the later to occur of the date that is 2 1⁄2 months from the
end of the (i) Recipient’s tax year that includes the Vesting Date, or (ii) the
Company’s fiscal year that includes the Vesting Date, the Company shall cause
its transfer agent to issue and deliver the Award Shares in the name of the
Recipient, subject to payment of all applicable withholding taxes pursuant to
Section 6 below.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	
              4.  

            	
              Forfeiture.

            


    

    


    
      	
              (a)  

            	
              Definitions.  For
      purposes of this Award Agreement, “Forfeiture” shall mean any forfeiture
      of RSUs pursuant to Section 4(b) below.  For purposes of this
      Award Agreement, “employ” or “employment” with the Company shall include
      employment with a parent or subsidiary of the Company, which controls, is
      controlled by, or under common control of the
  Company.

            


    

    


    
      	
              (b)  

            	
              Termination of
      Employment.

            


    

    


    
      	
              (i)  

            	
              In
      the event that the Recipient ceases to be employed by  the
      Company prior to the Vesting Date for any reason or no reason (except for
      death or disability), with or without cause, then all of the Recipient’s
      RSUs shall be automatically and immediately forfeited and returned to the
      Company as of the date employment
ceases.

            


    

    


    
      	
               
      

            	
                       
      (ii)

            	
              In
      the event that the Recipient ceases to be employed by the Company by
      reason of death or disability, then the Company shall vest in the
      Recipient a pro rata portion of the Award Shares covered by the RSUs
      determined in accordance with the schedule set forth below.  The
      balance of the Recipient’s RSUs and Award Shares that are not so vested
      shall be automatically and immediately forfeited and returned to the
      Company as of the date of the Recipient’s death or disability. For
      purposes of this Award Agreement, “disability” means that you are
      receiving disability benefits under the Company’s Long Term Disability
      Coverage, as then in effect, on the date employment
  ceases.

            


    

    


    Event
occurs:                                                                      % of Award Shares
Vested

    Prior to
[date]                                                                                 
 0%

    On or
after
[date]                                                                          
  33 1/3%

    On or
after
[date]                                                                          
  66 2/3%

    On or
after
[date]                                                                          
  100%

    


    
      	
              (c)

            	
              Change in
      Control. In the event of a “Change in Control” that occurs (i)
      prior to the Vesting Date and before the last day of the Measurement
      Period and (ii) on a date on which the Recipient is employed by the
      Company, then 100% of the Recipient’s RSUs that have not previously been
      forfeited shall become immediately vested and shall no longer be subject
      to the Forfeiture provisions in this Section 4, and the Company shall
      deliver as soon as administratively feasible but no later than 30 days
      after the Vesting Date that number of Award Shares to the Recipient equal
      to the number shown on the first page of this Award Agreement, without
      adjustment. In the event of a “Change in Control” that occurs (i) prior to
      the Vesting Date and on or after the last day of the Measurement Period
      and (ii) on a date on which the Recipient is employed by the Company, then
      100% of the Recipient’s RSUs that have not previously been forfeited shall
      become immediately vested and shall no longer be subject to the Forfeiture
      provisions in this Section 4, and the Company shall deliver as soon as
      administratively feasible but no later than 30 days after the Vesting Date
      that number of Award Shares to the Recipient equal to the number of Award
      Shares deliverable based on the achievement of the performance measures,
      as adjusted and determined in Section 3. A “Change in Control” shall have
      the same meaning for the purposes of this Award Agreement as set forth in
      Section 8 of the Plan, as the same may be amended from time to
      time.

            


    

    


    
      	
              5.  

            	
              No Stockholder
      Rights.  Except as set forth in the Plan, neither the
      Recipient nor any person claiming under or through the Recipient shall be,
      or have any rights or privileges of, a stockholder of the Company in
      respect of the Award Shares issuable pursuant to the RSUs until the Award
      Shares are issued in the name of the
Recipient.

            


    

     

    
      	
              6.  

            	
              Withholding
      Taxes.  The Company’s obligation to deliver Award Shares
      to the Recipient upon the vesting of the RSUs shall be subject to the
      satisfaction of all income tax (including federal, state, local and
      foreign taxes), social insurance, payroll tax, payment on account or other
      tax-related withholding requirements of any applicable jurisdiction, based
      on minimum statutory withholding rates for all tax purposes, including
      payroll and social security taxes (“Withholding Taxes”). In order to
      satisfy all Withholding Taxes due in connection with the award or vesting
      of the RSUs or the delivery of the Award Shares, the Recipient hereby
      irrevocably agrees to the following actions by the Company, at the
      Company’s sole election:

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
                     
      (a)

            	
              The
      Company may sell, or arrange for the sale of, such number of the Award
      Shares that the Recipient is entitled to receive on the Vesting Date, with
      no further action by the Recipient, as is sufficient to generate net
      proceeds at least equal to the value of the Withholding Taxes, and the
      Company shall retain such net proceeds in satisfaction of such Withholding
      Taxes. The Company shall remit to the Recipient in cash any portion of
      such net proceeds in excess of the value of such Withholding
      Taxes.

            


    

    


    
      	
                      
      (b)

            	
              The
      Company may retain such number of the Award Shares that the Recipient is
      otherwise entitled to receive on the Vesting Date, with no further action
      by the Recipient, by deducting and retaining from the number of Award
      Shares to which the Recipient is entitled that number of Award Shares as
      is equal to the value of the Withholding Taxes. The Recipient understands
      that the fair market value of the surrendered Award Shares will be
      determined in accordance with the Company’s Stock Option and Equity Award
      Grant and Exercise Procedures as then in
effect.

            


    

    


    
      	
                       
      (c)

            	
              The
      Recipient hereby appoints each of the Chief Financial Officer, General
      Counsel and the Secretary of the Company as his or her attorney in fact to
      sell or transfer the Recipient’s Award Shares in accordance with this
      Section 6. The Recipient agrees to execute and deliver such documents,
      instruments and certificates as may reasonably be required in connection
      with the sale, transfer or retention of Award Shares pursuant to this
      Section 6, including an irrevocable order to sell shares authorizing a
      brokerage firm selected by the Company to sell the Recipient’s Award
      Shares.

            


    

    


    
      	
              7.  

            	
              No Compensation
      Deferral. Neither the Plan nor this Award Agreement is intended to
      provide for any deferral of compensation that would be subject to Section
      409A (“Section 409A”) of the U.S. Internal Revenue Code of 1986, as
      amended. The Company reserves the right, to the extent the Company deems
      necessary or advisable in its sole discretion, to unilaterally amend or
      modify the Plan and/or this Award Agreement to ensure that all awards
      (including, without limitation, the RSUs) are either exempt from or
      compliant with the requirements of Section
409A.

            


    

    


    
      	
              8.  

            	
              Administration.  The
      Compensation Committee of the Company’s Board of Directors or other
      committee designated in the Plan, shall have the authority to manage and
      control the operation and administration of this Award
      Agreement.  Any interpretation of the Award Agreement by any of
      the entities specified in the preceding sentence and any decision made by
      any of them with respect to the Award Agreement is final and
      binding.

            


    

     

    
      	
              9.  

            	
              Plan
      Definitions.  Notwithstanding anything in this Award
      Agreement to the contrary, the terms of this Award Agreement shall be
      subject to the terms of the Plan, a copy of which has already been
      provided to the Recipient.

            


    

    


    
      	
              10.  

            	
              Recipient’s
      Undertakings. In signing this Award Agreement and accepting the
      RSU, the Recipient acknowledges
that:

            


    

    


    
      	
              (a)  

            	
              The
      Plan and this Award were established voluntarily by the Company, each is
      discretionary in nature, and each may be modified, amended, suspended or
      terminated by the Company at any time, unless otherwise provided in the
      Plan and this Award Agreement;

            


    

    


    
      	
              (b)  

            	
              The
      grant of RSUs is voluntary and occasional and does not create any
      contractual or other right to receive future awards of RSUs, or benefits
      in lieu of RSUs even if RSUs have been awarded repeatedly in the past or
      future;

            


    

    


    
      	
              (c)  

            	
              All
      decisions with respect to future grants of RSUs, if any, will be at the
      sole discretion of the Company;

            


    

    


    
      	
              (d)  

            	
              The
      Recipient’s participation in the Plan and receipt and acceptance of the
      Award is voluntary;

            


    

    


    
      	
              (e)  

            	
              RSUs
      are an extraordinary item that do not constitute compensation of any kind
      for services of any kind rendered to the Company or to the Recipient’s
      employer, and RSUs are outside the scope of the Recipient’s employment
      contract, if any;

            


    

    


    
      	
              (f)  

            	
              RSUs
      are not part of normal or expected compensation or salary for any purpose,
      including, but not limited to, calculation of any severance, resignation,
      termination, redundancy, end of service payments, bonuses, long-service
      awards, pension or retirement benefits or similar payments and in no event
      should be considered as compensation for, or relating in any way to, past
      services for the Company or the Recipient’s
  employer;

            


    

    


    
      	
            	
                     
      (g)  

            	
              The
      future value of the underlying Award Shares is unknown and cannot be
      predicted with certainty;

            


    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	
            	
                       (h)  

            	
              The
      value of the Award Shares underlying the RSUs may increase or decrease in
      value during the period from the Award Date to the Vesting
      Date;

            


    

    


    
      	
              (i)  

            	
              In
      consideration of the grant of RSUs, no claim or entitlement to
      compensation or damages arises from termination of the RSUs or diminution
      in value of the RSUs or Award Shares received upon vesting of RSUs
      resulting from termination of the Recipient’s employment by the Company or
      the Recipient’s employer (for any reason whatsoever and whether or not in
      breach of local labor laws) and the Recipient irrevocably releases the
      Company and his or her employer from any such claim that may arise; and
      if, notwithstanding the foregoing, any such claim is found by a court of
      competent jurisdiction to have arisen, then, by signing this Award
      Agreement, the Recipient shall be deemed irrevocably to have waived his or
      her entitlement to pursue such claim;
and

            


    

    


    
      	
              (j)  

            	
              Further,
      if the Recipient ceases to be an employee (whether or not in breach of
      local labor laws), the Recipient’s right to receive RSUs and vest under
      the Award Agreement or Plan, if any, will terminate effective as of the
      date that the Recipient is no longer actively employed by the Company and
      will not be extended by any notice period mandated under local law (e.g.,
      active employment would not include a period of “garden leave” or similar
      period pursuant to local law); and the Compensation Committee of the
      Company’s Board of Directors shall have the exclusive discretion to
      determine when the Recipient is no longer actively employed for purposes
      of this Award Agreement and the
Plan.

            


    

     

    
      	
              11.  

            	
              Data Privacy Notice and
      Consent. The Recipient hereby explicitly and unambiguously consents
      to the collection, use and transfer, in electronic or other form, of his
      or her personal data as described in this paragraph, by and among, as
      applicable, the Recipient’s employer and the Company and its subsidiaries
      and affiliates for, among other purposes, implementing, administering and
      managing the Recipient’s participation in the Plan. The Recipient
      understands that the Company and its subsidiaries hold or will hold
      certain personal information about the Recipient, including the
      Recipient’s name, home address and telephone number, date of birth, social
      security number or identification number, salary, nationality, job title,
      any shares or directorships held in the Company, details of all options or
      awards or any other interests in shares awarded, canceled, exercised,
      vested, unvested or outstanding in the Recipient’s name, for the purposes
      of managing and administering the Plan (“Data”). The Recipient further
      understands that the Company and its subsidiaries will transfer Data
      amongst themselves as necessary for employment purposes, including
      implementation, administration and management of the Recipient’s
      participation in the Plan, and that the Company and any of its
      subsidiaries may each further transfer Data to a broker or other stock
      plan service provider or other third parties assisting the Company with
      the processing of Data. The Recipient understands that these third parties
      may be located in the United States, and that the third party’s country
      may have different data privacy laws and protections than in the
      Recipient’s country. The Recipient authorizes them to receive, possess,
      use, retain and transfer the Data, in electronic or other form, for the
      purposes described in this Section, including any requisite transfer to a
      broker or other stock plan service provider or other third party as may be
      required for the administration of the Plan and the subsequent holding of
      Award Shares on the Recipient’s behalf. The Recipient understands that he
      or she may, at any time, request access to the Data, request any necessary
      amendments to it or refuse or withdraw the consents herein, in any case
      without cost, by contacting in writing the Company’s Stock Option Manager
      at the Company’s headquarters address. The Recipient understands, however,
      that withdrawal of consent may affect the Recipient’s ability to
      participate in or realize the benefits of the Plan and this Award
      Agreement. For more information on the consequences of refusal to consent
      or withdrawal of consent, the Recipient understands that he or she may
      contact the Company’s Stock Option
Manager.

            


    

    


    
      	
              12.  

            	
              Miscellaneous.

            


    

    


    
      	
              (a)  

            	
              No Rights to
      Employment. The Recipient acknowledges and agrees that the vesting
      of the RSUs pursuant to this Award Agreement is earned only in accordance
      with the terms hereof. The Recipient further acknowledges and agrees that
      the transactions contemplated hereunder and the vesting schedule set forth
      herein do not constitute an express or implied promise of continued
      engagement as an employee for the vesting period, for any period, or at
      all.

            


    

     

    
      	
              (b)  

            	
              Unfunded
      Rights. The right of the Recipient to receive Award Shares pursuant
      to this Award Agreement is an unfunded and unsecured obligation of the
      Company. The Receipient shall have no rights under this Award Agreement
      other than those of an unsecured general creditor of the
      Company.

            


    

    


    
      	
              (c)  

            	
              Severability.
      The invalidity or unenforceability of any provision of this Award
      Agreement shall not affect the validity or enforceability of any other
      provision of this Award Agreement, and each other provision of this Award
      Agreement shall be severable and enforceable to the extent permitted by
      law.

            


    

    


    
      	
              (d)  

            	
              Waiver. Any
      provision for the benefit of the Company contained in this Award Agreement
      may be waived, either generally or in any particular instance, by the
      Compensation Committee of the Board of Directors of the
      Company.

            


    

    


    
      	
              (e)  

            	
              Binding Effect.
      This Award Agreement shall be binding upon and inure to the benefit of the
      Company and the Recipient and their respective heirs, executors,
      administrators, legal representatives, successors and assigns, subject to
      the restrictions on transfer set forth in this Award
      Agreement.

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	
              (f)  

            	
              Language. The
      English version of this Award Agreement, the Plan and any other document
      delivered pursuant to either the Award Agreement or the Plan, will control
      over any translated version of any such document in the event such
      translated version is different from the English
  version.

            


    

     

    
      	
              (g)  

            	
              Entire
      Agreement. This Award Agreement and the Plan constitute the entire
      agreement between the parties, and supercedes all prior agreements and
      understandings, relating to the subject matter of this Award
      Agreement.

            


    

    


    
      	
              (h)  

            	
              Governing Law.
      This Award Agreement shall be construed, interpreted and enforced in
      accordance with the internal laws of the State of Delaware without regard
      to any applicable conflicts of
laws.

            


    

    


    
      	
              (i)  

            	
              Amendment.  This Award
      Agreement may be amended only by written agreement between the Recipient
      and the Company, without the consent of any other
  person.

            


    

    


    
      
         

      

      
        6