Exhibit 10(1)(ii)


 


As
adopted by the Board of Directors November 13, 2003


 


RESTRICTED UNIT AWARD
AGREEMENT


 


pursuant to the


 


ALBANY INTERNATIONAL CORP.


2003 RESTRICTED STOCK UNIT PLAN


 


*  *  * 
*  *


 


Participant:


 


Award Date:


 


Number of
Restricted Units Awarded:


 


*  * 
*  *  *


 


THIS AWARD
AGREEMENT, dated as of the Award Date specified above, is entered into by and
between Albany International Corp. (the “Company”), and the Participant
specified above, pursuant to the Albany International Corp. 2003 Restricted
Stock Unit Plan, as in effect and as amended from time to time (the “Plan”);
and


 


WHEREAS, as an
incentive to encourage the Participant to remain in the employ of the Company
and its subsidiaries by affording the Participant a greater interest in the success
of the Company and its subsidiaries, the Company desires to grant the
Participant the Restricted Units provided herein;


 


WHEREAS, the
Participant desires to obtain such Restricted Units on the terms and conditions
provided for herein;


 


NOW, THEREFORE, in
consideration of the premises, the mutual covenants herein set forth and other
good and valuable considerations receipt of which is hereby acknowledged, the
Company and the Participant agree as follows:


 


1.             Incorporation By Reference; Plan
Document Receipt.  This Award
Agreement is subject in all respects to the terms and provisions of the Plan
(including, without limitation, any amendments thereto adopted at any time and
from time to time and which are expressly intended to apply to the grant of the
Restricted Units provided for herein), all of which terms and provisions are
made a part of and incorporated in this Award Agreement as if they were
expressly set forth herein.  Any
capitalized term not defined in this Award Agreement shall have the same meaning
as is ascribed thereto in the Plan.  The
Participant hereby acknowledges


 





















 


receipt of a true copy of
the Plan and that the Participant has read the Plan carefully and fully
understands its content.  In the event of
a conflict between the terms of this Award Agreement and the terms of the Plan,
the terms of the Plan shall control.


 


2.             Award of Restricted Units;
Credit to Restricted Unit Account. 
The Company hereby grants to the Participant, as of the Award Date
specified above, the number of Restricted Units specified above.  The Company shall record such Restricted
Units in the Participant’s Restricted Unit Account.


 


3.             Amendment and Waiver.  Neither this Award Agreement nor any
provision hereof may be amended, modified, changed, discharged, terminated or
waived orally, by any course of dealing or purported course of dealing or by
any other means except (a) in the case of an amendment, modification, change or
waiver that does not impair the rights of the Participant with respect to
outstanding Restricted Units, written notice to the Participant or (b) an
agreement in writing signed by the Company and the Participant.  No such written notice of agreement shall
extend to or affect any provision of this Award Agreement not expressly
amended, modified, changed, discharged, terminated or waived or impair any
right consequent on such a provision. 
The waiver of or failure to enforce any breach of this Award Agreement
shall not be deemed to be a waiver of or acquiescence in any other breach
hereof.


4.             Notices.  Any notice required or permitted under this
Award Agreement shall be in writing and shall be deemed properly given:


 


4.1  in the case of notice to the Company, if
delivered in person to the Secretary of the Company, or mailed to the Company
to the attention of the Secretary by registered mail (return receipt requested)
at P.O. Box 1907, Albany, New York 12201, or at such other address as the
Company may from time to time hereafter designate by written notice to the
Participant; and


 


4.2  in the case of notice to the Participant, if
delivered to him or her in person, or mailed to him or her by registered mail
(return receipt requested) at


 


«Address1»


«Address2»


«City» «State» 
«PostalCode»


«Country»


 


or at such other
address as the Participant may from time to time hereafter designate by written
notice to the Company.


 


5.             Governing
Law.  This Award Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


2





















 


6.             Binding Agreement; Assignment.  This Award Agreement shall inure to the
benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns.  The Participant
shall not assign any part of this Award Agreement without the prior express
written consent of the Company.


 


7.             Counterparts.  This Award Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same instrument.


 


8.             Headings.  The titles and headings of the various
sections of this Award Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Award Agreement.


 


9.             Further Assurances.  Each party hereto shall do and perform (or
shall cause to be done and performed) all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents
as any other party hereto reasonably may request in order to carry out the
intent and accomplish the purposes of this Award Agreement and the Plan and the
consummation of the transactions contemplated thereunder.


 


10.           Severability.  The invalidity or unenforceability of any
provisions of this Award Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Award Agreement
in such jurisdiction or the validity, legality or enforceability of any
provision of this Award Agreement in any other jurisdiction, it being intended
that all rights and obligations of the parties hereunder shall be enforceable
to the fullest extent permitted by law.


 


11.           Acceptance of Restricted Units.  Unless, within 45 days following the date of
this Award Agreement, the Company has received written notice from the
Participant rejecting the Restricted Units, this Award Agreement shall be
deemed to have been accepted by the Participant and shall constitute a legal
and binding agreement between the Participant and the Company.


 


IN WITNESS WHEREOF, the Company has duly executed this
Award Agreement as of the Award Date specified above.


 


 


	
   

  	
  ALBANY INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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