RELEASE AND SEPARATION AGREEMENT


          THIS
AGREEMENT is dated as of December 5,
2008, by and between Albany International Corp., its
subsidiaries and affiliates (hereinafter collectively referred to as “Albany”)
and Christopher Wilk (hereinafter
referred to as “Employee”). 


WITNESSETH


          WHEREAS,
Employee is employed by Albany and was informed on December 5, 2008 that his employment with Albany would be
terminated as a result of the elimination of his position; and 


          WHEREAS,
the parties seek to enter into this Release and Separation Agreement
(“Agreement”) with the intent to establish a separation date and to settle and
compromise any and all potential disputes that may exist between the parties. 


          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 5, 2008
he was given this Agreement and was afforded 45 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 Section 23) on or before Albany’s normal
close of business on January 23, 2009.
Time is of the essence with regard to this
Section 3.


          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 Section 23) of Employee’s decision to revoke. Time is of the essence with regard to this Section 4.


          5.       Employee’s
employment with Albany shall be involuntarily terminated as of January 1, 2009, unless terminated earlier
in accordance with sections 8 or 9 hereof (in any case, the “Separation Date”).



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          6.       During
the remainder of Employee’s employment with Albany, Albany shall continue to
pay Employee at his 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 he 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 13 of this Agreement. 


          8.       Albany
reserves the right to terminate Employee prior to January 1, 2009 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 his duties; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(iv) been
 convicted of felony; 


	
 

	
 


	
 

	
(v) failed
 to perform his duties in an adequate and proper manner in accordance with the
 instructions communicated to Employee by his direct supervisor. 





          9.       Employee
reserves the right to terminate his employment with Albany at will, at any time
prior to January 1, 2009. 


          10.     At
the termination of Employee’s employment by Albany, either on January 1, 2009 or earlier, for any reason
except cause, and after the irrevocability of this Agreement, Albany agrees to
provide Employee the following severance benefits to which he would not
otherwise be entitled. Employees acknowledges and agrees that these severance
benefits constitute adequate legal consideration for the promises and
representations made by him in this Agreement, and are in lieu of any benefits
payable under any severance plan now in existence or adopted prior to the
Separation Date. 


	
 

	
 


	
 

	
(a)          Albany
 will pay Employee the gross sum of $45,106.65
 over a period of approximately 24.69 weeks
 (the “Severance Period”), less applicable withholdings and deductions
 required by law, or otherwise agreed to by the parties. Notwithstanding the
 denomination of the Severance Period in weeks, payments will be made in
 monthly installments by check, or direct deposit, at the Employee’s last
 monthly rate of pay, on the 15th day of every month until paid in
 full (and may contain a pro rata payment for any partial month). In the event
 Employee dies before the last payment is made hereunder, the balance of such
 payments shall be paid to his spouse or, if he shall have no such spouse at
 that time, to his estate. 





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(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 Albany to all
 similarly situated eligible employees, Albany shall pay the then applicable
 COBRA contribution for the first six months of Employee’s eligibility, or
 until Employee terminates such coverage, whichever shall occur first.
 Thereafter, Employee shall pay the COBRA contribution for the remaining
 months of eligibility or until Employee terminates coverage, whichever shall
 occur first. 


	
 

	
 


	
 

	
(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)          Albany
 shall pay Employee for any accrued, unused vacation pursuant to existing
 corporate policy at Employee’s last rate of salary, less applicable
 withholdings and deductions required by law or otherwise agreed to by the
 parties. Said payment shall be made at the first normal pay date following
 the Separation Date and irrevocability of this Agreement. 


	
 

	
 


	
 

	
(e)          Albany
 shall allow Employee to keep the laptop computer used by Employee during his
 employment with Albany, without cost, provided Employee first surrenders the
 laptop computer to Albany so that all proprietary and confidential
 information may be removed. 


	
 

	
 


	
 

	
(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 three
 months, or until Employee finds employment, whichever occurs sooner and shall
 be made available immediately upon execution of this Agreement. 


	
 

	
 


	
 

	
(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)          Contemporaneous
 with the execution of this Agreement, Albany shall enter into a separate
 Consulting Agreement with Employee to pay Employee a flat hourly fee of
 $100.00 per hour for a minimum of 40 and maximum of 80 hours of consulting
 services per month from January 2009 through March 2009. 


	
 

	
 


	
 

	
(i)          It
 is the intent of the parties that this Agreement provides payments and
 benefits that satisfy the distribution requirements of Section 409A of the
 Internal Revenue Code. The methodology to effect or address any necessary
 modifications shall be subject to reasonable and mutual agreement between the
 parties.


	
 

	
 


	
 

	
(j)          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. 





          11.     Employee
acknowledges and agrees that, except for this Agreement, Employee would have no
right to receive the benefits described in Sections 10. Employee further
acknowledges and agrees that in the event Employee’s employment with Albany is
terminated by Albany for cause, then he shall not be entitled to any of the
severance benefits described in Section 10. 


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          12.     As
used in this Agreement, the term “Albany” means, individually and collectively,
Albany, each subsidiary and affiliate of Albany, and 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. 


          13.     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 himself, his 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 his 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 expressly waives any right to recover
 any monetary damages as a result of any claim being filed with any state or
 federal administrative agency. 


	
 

	
 

	
 


	
 

	
(b)

	
If Employee
 breaches any obligation under this Agreement, Employee agrees that Albany
 shall not be obligated to continue to make payments under Section 10, and to
 reimburse Albany for all payments made pursuant to Section 10. 





          14.     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. 


          15.    
Employee specifically agrees and promises that he will not directly or
indirectly disparage Albany, (as defined in Section 12) or any of Albany’s
officers, directors, employees, 


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attorneys or
representatives, or any of Albany’s products or services in any manner, at any
time, to any person or entity. Albany specifically agrees and promises that it will not directly or
indirectly disparage Executive 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. 


          16.     Employee
acknowledges that as a consequence of his 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 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 his relationship with Albany with respect to such information is and shall
be fiduciary in nature. During the remainder of, and after, his employment by
Albany, Employee shall not use such information for his own benefit, or for the
benefit of any other employer or for any other purpose whatsoever other than
the performance of his 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 his employment. 


          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. 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 he has read this entire Agreement, that he fully understands
its meaning and effect, and that he has voluntarily signed this Agreement. 


          19.     Employee
understands that the release contained in paragraph 13 hereof is a general
release, and represents that he has been advised to seek counsel on the legal
and practical effect of a general release, and recognizes that he is executing
and delivering this release, intending thereby to be legally bound by the terms
and provisions thereof, of his own free will, without promises or threats or
the exertion of duress. He also acknowledges that he has had adequate time to
review it, have it explained to him, and understands its provisions. 


          20.     Employee
and Albany understand and agree that (a) the existence and terms of this
agreement are strictly confidential; (b) they will not disclose the terms of
this agreement to any third party, unless requested to do so by any state,
federal or local regulatory, prosecutorial or administrative agency or body of
competent jurisdiction, or court of competent jurisdiction. Employee and Albany
each 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 


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available legal
and equitable relief, as well as reasonable attorneys’ fees and costs
associated with pursuing or defending such legal action. However, nothing
herein shall (1) preclude Employee from discussing the contents hereof with his
family, accountant, tax adviser or legal advisor, or (2) preclude Albany from
informing any third parties, including prospective employers, that Employee is
bound to a covenant of confidentiality as provided for in Section 16 hereof. 


          21.     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. 


          22.     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. 


          23.     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., 1373 Broadway, Albany,
New York 12204, Attention: Charles J. Silva, Jr. 


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


          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/ Ralph M.
 Polumbo

	
 

	
Date 1/12/09


	
 

	
 

	 

	
 

	
 


	
 

	
 

	
Ralph M.
 Polumbo

	
 

	
 





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


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/
 Christopher Wilk

	
 

	
Date 1/6/2009
 


	
 

	
 

	 

	
 

	
 


	
 

	
 

	
Christopher
 Wilk

	
 

	
 





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FOR COMPANY USE ONLY


          The
foregoing General Release and Separation Agreement, signed and dated by
Executive, was received by me on behalf of Albany International Corp. this _6__
day of _January______, 2009__. 


	
 

	
 


	
 

	
/s/
 Charles J. Silva, Jr.


	
 

	 


	
 

	
Charles J.
 Silva, Jr. 





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SUPPLEMENTAL RELEASE


This
supplemental release given to Albany International Corp. (“Albany”) by
Christopher Wilk (“Employee”) is executed in consideration for the covenants
made by Albany in a Release and Separation Agreement signed by the Employee on
__1-6-2009_. 


The Employee
and his 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 he 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 he is releasing, and that he
understands that he is not releasing any rights or claims arising after the
date of this Supplemental Release. 


EMPLOYEE 


	
 

	
 

	
 


	
/s/
Christopher Wilk


	
DATE: 1-6-2009


	 

	
 


	
Christopher Wilk

	
 


	
 


	
WITNESS: 

	
 /s/ Amy Monk

	
 


	
 

	
 

	
 





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