Exhibit 10 (t)


 


EXECUTIVE
SEPARATION AGREEMENT 


and 


GENERAL RELEASE


 


THIS EXECUTIVE SEPARATION AGREEMENT is
dated as of December 1, 2017, by and between Albany International Corp., its subsidiaries and affiliates (hereinafter collectively
referred to as “Albany” or “the Company”) and Diane Loudon (hereinafter referred to as “Employee”).


 


WITNESSETH


 


WHEREAS, Employee is currently employed
by Albany in a key senior management role; and


 


WHEREAS, Employee has notified Albany of
her desire to retire; and


 


WHEREAS, Albany wishes for Employee to remain
in its employment through at least December 31, 2017 in order to assist in an orderly initial transition of her duties; and


 


WHEREAS, Employee and Albany each believe
that it is in their best interests to set forth their agreement in writing; and


 


WHEREAS, the parties now seek to enter into
this Executive Separation Agreement and General Release (the “Agreement”) with the intent to establish a mutually acceptable
date upon which Employee’s employment shall terminate, to provide Employee with the certain protections as stated herein
and to settle and to compromise any and all potential disputes that may exist between the parties; and


 


WHEREAS, each party is entering into this
Agreement on a voluntary basis, and with the intent that is shall supersede all prior agreements between the parties involving
the matters addressed herein.


 


Now, therefore, in
consideration of the premises, covenants and conditions set forth herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Albany and Employee hereby agree as follows:


 


1.            
Employee acknowledges that on December 1, 2017 she was given this Agreement and was afforded 21 days to consider same.


 


2.            
Employee was, and hereby is, advised to consult a lawyer before signing this Agreement and did in fact have the opportunity to
obtain the advice of counsel.


 


3.            
Employee may accept this Agreement only by signing, dating and delivering the Agreement to Albany (in the manner set forth in
Paragraph 25) on or before Albany’s normal close of business on December 22, 2017. Time is of the essence with regard
to this Paragraph 3.


 






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4.            
Employee
may revoke this Agreement at any time within seven (7) days after signing and delivering it to Albany by notifying Albany in writing
(in the manner set forth in Paragraph 25) of Employee’s decision to revoke. Time is of the essence with regard to this
Paragraph 4.


 


5.            
Employee’s
employment with Albany shall terminate on December 31, 2017 (the “Separation Date”), unless terminated earlier
in accordance with Paragraphs 8 hereof.


 


6.            
From
the date hereof until the date Employee’s employment with Albany terminates, Employee shall focus on assisting in the transition
of her duties and responsibilities as directed by her supervisor. Employee further covenants and agrees to, for a reasonable time
thereafter not to exceed twenty-four months, provide any and all reasonable assistance requested by her successor, or the Company’s
Chief Executive Officer, that relates to her current job duties, including, without limitation, human resources, operational or
strategic matters, and to respond to any inquiries from Albany regarding incomplete or unresolved transitional matters. During
the remainder of Employee’s employment with Albany, Albany shall continue to pay Employee at her current rate of compensation
less (i) applicable withholdings for taxes, (ii) deductions for premiums due from Employee for any health care or life insurance
coverage provided by or through Albany, (iii) 401(k), profit-sharing or other Albany benefit plan contributions and (iv) any other
applicable or agreed upon withholdings.


 


7.            
Employee
agrees that on or after the Separation Date she shall execute an additional release in the form annexed hereto (the “Supplemental
Release”) covering the period from the date of Employee’s execution of this Agreement through the Separation Date.
Employee acknowledges and agrees that the obligations to be performed by Albany under this agreement after the Separation Date
shall be contingent upon the execution of the Supplemental Release. Failure to execute the Supplemental Release, however, will
not affect the validity of the release contained in paragraph 12 of this Agreement.


 


8.            
Albany reserves the right to terminate Employee prior to the Separation Date with or without Cause. Cause shall be deemed to exist
if Albany determines that Employee has:


 


(i) undertaken a position in competition
with Albany; 


(ii) caused substantial harm to Albany with intent
to do so or as a result of gross negligence in the performance of her duties; 


(iii) wrongfully and substantially enriched herself
at the expense of Albany; or 


(iv) been convicted of felony.


 


9.             At
the termination of Employee’s employment by Albany, either on the Separation Agreement or earlier for any reason except Cause,
and after the irrevocability of this Agreement, Albany agrees to provide Employee the following severance benefits. Employees acknowledges
and agrees that these severance benefits constitute adequate legal consideration for the promises and representations made by her
in this Agreement, including the covenants set forth in paragraphs 12, 14, 15, and 16, and are in lieu of any benefits payable


 






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under any severance plan or agreement now in existence or adopted prior to the Separation Date:


 


(a)           Albany will pay Employee her gross monthly salary in effect as of the Separation Date, less applicable withholdings and deductions
required by law or otherwise agreed to by the parties, for a period of twenty-four (24) months (the “Severance Period”).
Payment will be made in regular monthly installments by check, or direct deposit beginning on the first regular payday following
the Separation Date and irrevocability of this Agreement (and may contain a pro rata payment to account for any prepaid, but unearned
salary). In the event Employee dies before the last payment is made hereunder, the balance of such payments shall be paid to her
spouse or, if she shall have no such spouse at that time, to her estate.


(b)           Should
Employee elect, pursuant to the protections afforded by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
to continue group health care coverage as is from time to time provided by or through the Company to all similarly situated eligible
employees, the Company shall pay the then applicable COBRA contribution for each month of Employee’s eligibility through
the Severance Period, or until Employee terminates such coverage, whichever shall occur first. Notwithstanding the foregoing,
the parties acknowledge that Employee’s COBRA election could result in the Employee’s irrevocable forfeiture of any
retiree health care benefits she might otherwise be entitled to receive under the applicable Company-sponsored health care plan,
and that it may be more advantageous for Employee to elect retiree health care benefits under such plan as of his termination
date. This election must be made on or before the Last Day of Work. In the event Employee elects retiree health care as of the
termination date, the Company shall pay Employee an additional monthly sum of $1,300 per month for a period of 24 months. This
payment will be paid directly to Employee (subject to tax withholdings) as an additional severance payment.





(c)           Albany reserves the right to modify, supplement, amend or eliminate the coverages described in clauses (b) above for all similarly
situated employees, including, without limitation, the eligibility requirements and/or premiums, deductibles, co-payments or other
charges relating thereto.





(d)           Employee shall remain eligible for a bonus relating to the services she performed in 2017. Any bonus awarded shall be determined
and paid in accordance with Employee’s annual performance incentive plan for 2017.





(e)           To compensate Employee for the loss of any unvested phantom stock units previously granted, Albany shall pay Employee an additional
lump sum payment equal to the unvested restricted stock units forfeited as a result of her retirement. Such payment may be delayed
until the first regularly-scheduled payroll date following the sixth month anniversary of Employee’s Separation Date if required
by law. The amount of such payment shall be calculated in accordance with formula applicable for calculating the payment of the
restricted stock units which vest as a result of his termination.





(f)            To assist Employee in obtaining employment, Albany shall make available and bear the cost of outplacement services to be provided
by an outplacement firm chosen by Albany. Said services will be provided for a period of up to twelve (12) months, or until Employee
finds employment, whichever occurs sooner and shall be made available immediately upon execution of this Agreement.


 






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(g)           Effective on the Separation Date, Employee will no longer be an employee of Albany, and will cease to accrue benefits under any
pension, 401(k), profit-sharing or other Albany employee welfare benefit plan.


 (h)          All unpaid severance or other benefits hereunder shall be suspended if Employee remains employed, or is re-employed, by the Company
in any capacity during the Severance Period.


 


10.           Employee
acknowledges and agrees that, except for this Agreement, Employee would have no right to receive the benefits described in Paragraph
9. Employee further acknowledges and agrees that in the event Employee voluntarily terminates her employment with Albany prior
to the Separation Date, or if Albany terminates Employee’s employment for Cause, she shall then not be entitled to any of
the severance benefits described in Paragraphs 9 and.


 


11.           As
used in this Agreement, the term “Albany” means, individually and collectively, Albany International Corp., and each
of their subsidiaries and affiliates Albany, as well as their respective employee welfare benefit plans, employee pension benefit
plans, successors and assigns, as well as all present and former shareholders, directors, officers, fiduciaries, agents, representatives
and employees of those companies and other entities.


12.          By
signing this Agreement Employee immediately gives up and releases Albany from, and respect to, any and all rights and claims that
Employee may have against Albany, whether or not Employee presently is aware of such rights or claims. In addition, and without
limiting the foregoing:


 


(a)           Employee on behalf of herself, her agents, spouse, representatives, assignees, attorneys, heirs, executors and administrators,
fully releases Albany and Albany’s past and present successors, assigns, parents, divisions, subsidiaries, affiliates, officers,
directors, shareholders, employees, agents and representatives from any and all liability, claims, demands, actions, causes of
action, suits, grievances, debts, sums of moneys, controversies, agreements, promises, damages, back and front pay, costs, expenses,
attorneys fees, and remedies of any type, which Employee now has or hereafter may have, by reason of any matter, cause, act or
omission arising out of or in connection with Employee’s employment or the termination of her employment with Albany, including,
without limiting the generality of the foregoing, any claims, demands or actions arising under the Age Discrimination in Employment
Act of 1967, the Older Worker’s Benefit Protection Act, the Employee Retirement Income Security Act of 1974, Title VII of
the Civil Rights Act of 1964, the Civil Rights act of 1991, the Civil Rights Act of 1866, the Rehabilitation Act of 1973, the Americans
with Disabilities Act of 1990, and any other federal, state or local statute, ordinance or common law of any state regarding employment,
discrimination in employment, or the termination of employment. Nothing herein, however, shall be deemed a waiver of any vested
rights or entitlements Employee may have under any retirement or other employee benefit plans administered by Albany. Notwithstanding
the foregoing, Employee is not waiving any right that cannot, as a matter of law, be voluntarily waived, including the right to
file a claim, or participate in the adjudication of claim of discrimination filed with any state or federal administrative agency,
though Employee


 






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expressly waives any right to recover any monetary damages as a result of any claim being filed with any state
or federal administrative agency, except to the extent such waiver is improper or invalid, including as described in the immediately
following sentence. Notwithstanding anything herein or in any other agreement with or policy (including without limitation any
code of conduct or employee manual) of the Company, nothing herein or therein is intended to or shall: (i) prohibit Employee from
making reports of possible violations of federal law or regulation (even if Employee participated in such violations) to, and cooperating
with, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities
Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002 or of any other whistleblower protection provisions of state
or federal law or regulation; (ii) require notification to or prior approval by the Company of any such reporting or cooperation;
or (iii) result in a waiver or other limitation of Employee’s rights and remedies as a whistleblower, including to a monetary
award; provided, however, that Employee is not authorized (and the above should not be read as permitting Employee) to disclose
communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected
by the attorney work product or similar privilege. Furthermore, Employee will not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local
government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating
a suspected violation of law or (2) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made
under seal. 





(b)           If Employee breaches any obligation under this Agreement, including without limitation the obligations set forth in Paragraphs
14, 15, or 16, Employee agrees that Albany shall not be obligated to continue to make payments under Paragraph 9, and to reimburse
Albany for all payments made pursuant to Paragraph 9.


 


13.
         This Agreement does not constitute an admission by Albany of any liability
to Employee, and Employee understands and agrees that Albany denies any such liability to Employee.


 


14.       
   Employee specifically agrees and promises that she will not directly or indirectly disparage Albany, (as defined in Paragraph 11)
or any of Albany’s officers, directors, employees, attorneys or representatives, or any of Albany’s products or services
in any manner, at any time, to any person or entity. “Disparage” is defined as, but not limited to, any utterance whatsoever
either verbal, in writing, by gesture or any behavior of any kind that might tend to or actually harm or injure Albany, whether
intended or not.


 


15.           Employee
acknowledges that as a consequence of her employment by Albany, proprietary and confidential information relating to the business
of Albany may be or have been disclosed to or developed or acquired by Employee which is not generally known to the trade or the
general public and which is of considerable value to Albany. Such information includes, without limitation, information about trade
secrets, inventions, patents, licenses, research projects, costs, profits, markets, sales, customer lists, computer programs, records,
and software; plans for future development, and any other information not available to the trade or the general


 






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public, including
information obtained from or developed in conjunction with a third party that is subject to a confidentiality or similar agreement
between Albany and such third party. Employee acknowledges and agrees that her relationship with Albany with respect to such information
is and shall be fiduciary in nature. During the remainder of, and after, her employment by Albany, Employee shall not use such
information for her own benefit, or for the benefit of any other employer or for any other purpose whatsoever other than the performance
of her work for Albany, and Employee shall maintain all such information in confidence and shall not disclose any thereof to any
person other than employees of Albany authorized to receive such information. This obligation is in addition to any similar obligations
of Employee pursuant to the other agreements. Employee further agrees to return any property belonging to Albany at the end of
her employment.


 


16.           Employee
further acknowledges and recognizes the highly competitive nature of Albany’s business and accordingly 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 


(iv)   interfere with, or attempt
to interfere with, any business relationships (whether formed before or after the Separation 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 Separation Date or, if later, within the six-month
period prior to such date of hire.


 


For the purposes of
this Paragraph, a Competitive Business is any Person which designs, develops and/or manufactures advanced aerospace composite products
similar to those


 






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designed, developed and manufactured by Albany (the “Competitive Products”) for sale in the same geographical
areas in which Albany is engaged in its business, or which seeks to sell such Competitive Products to Albany’s current or
prospective customers.


 


It is expressly understood
and agreed by Employee that although Employee considers the restrictions in this Paragraph 16 to be reasonable, if a final determination
is made by a court of competent jurisdiction or an arbitrator that the time or territory or any other restriction contained in
this Paragraph 16 is an unenforceable restriction against 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 or arbitrator
may determine or indicate to be enforceable. It is also expressly agreed and acknowledged that Albany’s payment of the severance
benefits under this Agreement shall be sufficient consideration for the covenants in this Paragraph. Thus, Employee acknowledges
that if she breaches any obligation under this Paragraph, Albany shall be relieved from making any further payments under paragraph
10 hereof, and further agrees to reimburse Albany for all payments previously made pursuant to paragraph 9. 


 


17.           This
Agreement supersedes all prior oral or written understandings among the parties with respect to the subject matter herein and constitutes
the entire agreement between Albany and Employee relating to the subject matter thereof, including, without limitation that certain
Severance Agreement between the parties dated January 1, 2016. Neither this Agreement nor any provision thereof may be changed,
waived, modified or amended orally, but only by a written instrument signed by the party against whom the enforcement of such change,
waiver, modification or amendment is sought.


 


18.           Employee
acknowledges that she has read this entire Agreement, that she fully understands its meaning and effect, and that she has voluntarily
signed this Agreement.


 


19.           Employee
understands that the release contained in paragraph 12 hereof is a general release, and represents that she has been advised to
seek counsel on the legal and practical effect of a general release, and recognizes that she is executing and delivering this
release, intending thereby to be legally bound by the terms and provisions thereof, of her own free will, without promises or
threats or the exertion of duress. She also acknowledges that she has had adequate time to review it, have it explained to her,
and understands its provisions.


 


20.           Employee
and Albany intend for every provision of this Agreement to be fully enforceable. But, if a court with jurisdiction over this Agreement
determines that all or part of any provision of this Agreement is unenforceable for any reason, Albany and Employee intend for
each remaining provision and part to be fully enforceable as though the unenforceable provision or part had not been included in
this Agreement.


 


21.           The
payments and the payment schedules set forth herein are intended to be exempt from, or comply with, Section 409A of the Internal
Revenue Code (“Section 409A”).


 






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Accordingly, the Agreement shall be interpreted and performed so as to be exempt from
Section 409A, but if that is not possible, the Agreement shall be interpreted and performed so as to comply with Section 409A.
In the event any payments or benefits are deemed by the IRS to be non-compliant, this Agreement, at Employee’s option, shall
be modified, to the extent practical, so as to make it compliant by altering the payments or the timing of their receipt. The methodology
to effect or address any necessary modifications shall be subject to reasonable and mutual agreement between the parties. It is
the intent of the parties that this Agreement provides payments and benefits that are either exempt from the distribution requirements
of Section 409A of Code, or satisfy those requirements. Any distribution that is subject to the requirements of Section 409A may
only be made based on the Employee’s “separation from service” (as that term is defined under the final regulations under
Section 409A). Notwithstanding anything to the contrary in this Agreement, in the event that (i) a distribution of benefits is
subject to Section 409A, (ii) at the time the distribution would otherwise be made to the Employee, the Employee is a “specified
employee” (as that term is defined in the final regulations under Section 409A), and (iii) the distribution would otherwise
be made during the 6-month period commencing on the date of the Employee’s separation from service, then such distribution will
instead be paid to the Employee in a lump sum at the end of the 6-month period. The foregoing delay in the distribution of benefits
shall be made in conformance with the final regulations under Section 409A.


 


22.           Employee
shall forfeit any unpaid severance benefits due pursuant to this Agreement and shall, upon demand, repay any severance benefits
already paid hereunder if, after the Separation Date:


 




(a) there is a significant restatement of the Company’s
financial results, caused or substantially caused by the fraud or intentional misconduct of the Employee; 


(b) Employee breaches any provision of this Agreement, including,
without limitation, the covenants set for in paragraphs 12, 14, 15 and 16 or 


(c) the Company discovers conduct by Employee that would have
permitted termination for Cause, provided that such conduct occurred prior to the Separation Date.


 





23.           Albany
and Employee agree that a breach by Employee of the provisions of this Agreement may cause irreparable harm to the Company which
will be difficult to quantify and for which money damages will not be adequate. Accordingly, the Employee agrees that Albany shall
have the right to obtain an injunction against the Employee, without any requirement for posting any bond or other security, enjoining
any such breach or threatened breach in addition to any other rights or remedies available to the Company on account of any breach
or threatened breach of this Agreement. Employee and Albany each further agree that if an action is commenced by any party alleging
breach of this Agreement, the non-prevailing party shall be liable to the prevailing party for any and all available legal and
equitable relief, as well as reasonable attorneys’ fees and costs associated with pursuing or defending such legal action.


 


24.           The
terms of this agreement are binding upon and shall be for the benefit of Employee and Albany, as well as their respective heirs,
executors, administrators, successors and assigns.


 






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25.           Notices
or other deliveries required or permitted to be given or made under this Agreement by Employee to Albany shall, except to the extent
otherwise required by law, be deemed given or made if delivered by hand or by express mail or overnight courier service to Albany
International Corp., 455 Patroon Creek Blvd. Suite 206, Albany, New York 12206, Attention: Joseph M. Gaug.


 


26.           This
Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire.


 


IN WITNESS WHEREOF, a duly authorized representative
of Albany and Employee have signed this Agreement to be effective as of the day and year first set forth above.


 





	 	Albany International Corp.	 	 
	 	 	 	 
	 	By:	/s/ Joseph M. Gaug	 	Date	 12/4/2017






 


THE UNDERSIGNED FURTHER STATES THAT she
HAS CAREFULLY READ THE FOREGOING AGREEMENT AND KNOWS THE CONTENTS THEREOF AND SIGNS THE SAME AS her OWN FREE ACT. THIS AGREEMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.








	 	/s/ Diane Loudon	 	Date	 12/4/2017
	 	Diane Loudon	 	 




  


FOR COMPANY USE ONLY


 


The foregoing Mutual
Separation Agreement and General Release, signed and dated by Employee, was received by me on behalf of Albany Engineered Composites,
Inc. this 4th day of December, 2017. 


 





	 	/s/ Joseph M. Gaug	 
	 	Joseph M. Gaug	 



 






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SUPPLEMENTAL RELEASE


 


This supplemental release given to Albany International
Corp. (“Albany”) by Diane Loudon (“Employee”) is executed in consideration for the covenants made by Albany
in a Release and Separation Agreement dated as of November 29, 2017.


 


The Employee and her heirs, assigns, and agents release,
waive, and discharge Albany, its directors, officers, employees, subsidiaries, affiliates, and agents from each and every claim,
action or right of any sort, known or unknown, arising on or before the date of this Supplemental Release.


 


(1) The foregoing release includes,
but is not limited to, any claim of discrimination on the basis of race, sex, religion, marital status, sexual orientation, national
origin, handicap or disability, age, veteran status, special disabled veteran status, citizenship status; any other claim based
on a statutory prohibition; any claim arising out of or related to an express or implied employment contract, any other contract
affecting terms and conditions of employment, or a covenant of good faith and fair dealing; all tort claims; and all claims for
attorney’s fees or expenses.


 


(2) The Employee represents that
she understands the foregoing release, that rights and claims under the Age Discrimination in Employment Act of 1967, as amended,
are among the rights and claims against Albany she is releasing, and that she understands that she is not releasing any rights
or claims arising after the date of this Supplemental Release.


 


EMPLOYEE


 





	/s/ Diane Loudon	 	DATE:	 12/4/2017



  


Diane Loudon


 





	WITNESS:	 		 


 






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