Filed by Bowne Pure Compliance





Exhibit 10.7




KAYDON CORPORATION

2003 NON-EMPLOYEE DIRECTORS EQUITY PLAN

(Amended and Restated Effective October 23, 2008)




1. Establishment, Purpose and Term of Plan. This Kaydon Corporation 2003 Non-Employee
Directors Equity Plan (the “Plan”) shall be effective as of the date of its approval by the
stockholders of the Company (the “Effective Date”). The purpose of this Plan is to advance the
interests of the Company and its stockholders by providing an incentive to attract and retain
highly qualified persons to serve as Non-Employee Directors of the Company and by creating
additional incentives for Non-Employee Directors to promote the growth and profitability of the
Company. This Plan shall continue in effect until the earlier of its termination by the Board or
the date on which all of the shares of Stock available for issuance under the Plan have been issued
and all restrictions on such shares under the terms of the Plan and the agreements evidencing
Options granted under the Plan have lapsed.



2. Definitions and Construction. Whenever used herein, the following terms shall have their
respective meanings set forth below:




“Board” means the Board of Directors of the Company.




“Change in Control” means the occurrence of any of the following events:




(a) 50% Stock. The acquisition, by a person or Persons Acting as a Group, of stock of
the Company that together with stock held by such person or group constitutes more than 50%
of the total fair market value or total voting power of the stock of Company;




(b) 35% Stock. The acquisition, by a person or Persons Acting as a Group, of ownership
of stock of the Company that constitutes 35% or more of the total voting power of Company’s
stock in a single transaction or within a twelve month period ending with the most recent
acquisition;




(c) Directors. The majority of members of the Board being replaced during any twelve
month period by directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of appointment or election;




(d) Assets. The acquisition, by a person or Persons Acting as a Group, of the
Company’s assets that have a total gross fair market value equal to or exceeding forty
percent (40%) of the total gross fair market value of Company’s assets in a single
transaction or within a twelve month period ending with the most recent acquisition. For
the purpose of this section, gross fair market value means the value of the assets of the
corporation, or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets; or




(e) Merger. A reorganization, merger or consolidation of the Company, the substantive
effect of which is a Change in Control under any of subsections (a), (b), (c) or (d) above,
unless with or into a Permitted Successor.



“Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.



“Committee” means the Compensation Committee of the Board, or any other committee of the Board
duly appointed to administer the Plan and having such powers as shall be specified by the Board.
Unless the powers of the Committee have been specifically limited, the Committee shall have all of
the powers of the Board granted herein, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations
imposed by law.


 


 









 





“Company” means Kaydon Corporation, a Delaware corporation, or any successor corporation
thereto.



“Continuing Directors” are the individuals constituting the Board as of the date this Amended
and Restated Plan was adopted by the Board and any subsequent directors whose election or
nomination for election by the Company’s stockholders was approved by a vote of two-thirds of the
individuals who are then Continuing Directors, but specifically excluding any individual whose
initial assumption of office occurs as a result of either an actual or threatened election contest
(as the term is used in Rule 14a-11 of Regulation 14A issued under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board.



“Disability” means the Non-Employee Director: (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months; or (ii) is, by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than
12 months, receiving income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Company. To the extent required hereunder, the
determination of Disability shall be made by a medical board certified physician selected by the
Company and acceptable to the Non-Employee Director (or the Non-Employee Director’s legal
representative, if one has been appointed), provided such agreement as to acceptability shall not
be unreasonably withheld.



“Employee Benefit Plan” means any plan or program established by the Company or a Subsidiary
for the compensation or benefit of employees of the Company or any of its Subsidiaries.




“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Excluded Holder” means any Person who at the time this Amended and Restated Plan was adopted
by the Board was the beneficial owner of 20% or more of the outstanding common stock of the
Company; or the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary
or any trust holding such common stock or other securities pursuant to the terms of an Employee
Benefit Plan.



“Fair Market Value” means, as of any date, if there is then a public market for the Stock, the
closing price of the Stock as reported on the New York Stock Exchange (“NYSE”) or such other
national or regional securities exchange or market system constituting the primary market for the
Stock. If the relevant date does not fall on a day on which the Stock is trading on NYSE or other
national or regional securities exchange or market system, the date on which the Fair Market Value
shall be established shall be the last day on which the Stock was so traded prior to the relevant
date. If there is then no public market for the Stock, the Fair Market Value on any relevant date
shall be as determined by the Committee without regard to any restriction other than a restriction
which, by its terms, will never lapse.



“Option” means a right to purchase Stock, subject to adjustment as provided in Section 4(b),
pursuant to the terms and conditions of this Plan.




“Optionee” means a person who has been granted one or more Options.



“Option Agreement” means a written agreement between the Company and an Optionee setting forth
the terms, conditions and restrictions of an Option granted to an Optionee.



“Non-Employee Director” means a Director of the Company who meets the qualifications set forth
in Rule 16b-3(b)(3)(i).


 


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“Permitted Successor” means a corporation which, immediately following the consummation of a
transaction specified in the definition of “Change in Control” above, satisfies each of the
following criteria:




(a) Stock. Sixty percent or more of the outstanding common stock of the corporation and the
combined voting power of the outstanding securities of the corporation entitled to vote
generally in the election of directors (in each case determined immediately following the
consummation of the applicable
transaction) is beneficially owned, directly or indirectly, by all or substantially all of
the Persons who were the beneficial owners of Company’s outstanding common stock and
outstanding securities entitled to vote generally in the election of directors
(respectively) immediately prior to the applicable transaction;




(b) Limitation. No Person other than an Excluded Holder beneficially owns, directly or
indirectly, 20% or more of the outstanding common stock of the corporation or the combined
voting power of the outstanding securities of the corporation entitled to vote generally in
the election of directors (for these purposes the term Excluded Holder shall include the
corporation, any subsidiary of the corporation and any Employee Benefit Plan of the
corporation or any such subsidiary or any trust holding common stock or other securities of
the corporation pursuant to the terms of any such Employee Benefit Plan); and




(c) Board. At least a majority of the board of directors is comprised of Continuing
Directors.




“Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.



“Persons Acting as a Group” means owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock (or assets), or similar business transaction with
the Company. If a person, including an entity, owns stock in both corporations that enter into a
merger, consolidation, purchase or acquisition of stock (or assets), or similar transaction, such
shareholder is considered to be acting as a group with other shareholders in a corporation prior to
the transaction giving rise to the change and not with respect to the ownership interest in the
other corporation. Persons will not be considered to be acting as a group solely because they
purchase or own stock of the same corporation at the same time or as a result of the same public
offering, or purchase assets of the same corporation at the same time.




“Restricted Stock” means any shares of Stock granted under Section 5(c) of this Plan.



“Restricted Stock Agreement” means a written agreement between the Company and a Non-Employee
Director setting forth the terms, conditions and restrictions relating to Shares of Restricted
Stock granted to such director.



“Retirement” means a voluntary Termination of Service by a Non-Employee Director that occurs
on or after the director’s sixty-fifth (65 th ) birthday.



“Rule 16b-3” means Rule 16b-3 as promulgated under the Exchange Act, as amended from time to
time, or any successor rule or regulation.



“Stock” means the common stock, par value $0.10 per share, of the Company, as adjusted from
time to time in accordance with Section 4(b).



“Subsidiary” means any corporation or other entity of which 50% or more of the outstanding
voting stock or voting ownership interest is directly or indirectly owned or controlled by the
Company or by one or more Subsidiaries of the Company.



“Termination of Service” means a cessation of the director’s service on the Board for any
reason, including, but not limited to, a cessation of service due to resignation, death,
Disability, Retirement or non-reelection to the Board.



3. Administration. This Plan shall be administered by the Committee. All questions of
interpretation of the Plan or of any Option or Restricted Stock shall be determined by the
Committee, and such determinations shall be final and binding upon all persons having an interest
in the Plan or such Option or Restricted Stock. Except as otherwise provided herein, the Committee
shall have no authority, discretion, or power to (a) select the Non-Employee Directors who will
receive Options, (b) set the exercise price of the Options, (c) determine the number of shares of
Stock to be subject to an Option, (d) determine the number of shares of Restricted Stock to be
granted, (e) determine the time at which an Option or shares of Restricted Stock shall be granted,
(f) establish the
duration of an Option, or (g) alter any other terms or conditions specified in the Plan,
except in the sense of administering the Plan subject to the provisions of the Plan.


 


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4. Shares Subject to Plan.




(a) Maximum Number of Shares Issuable. Subject to adjustment as provided in Section
4(b), the maximum aggregate number of shares of Stock that may be issued under the Plan,
pursuant to Options or in the form of Shares of Restricted Stock awarded hereunder, shall be
three hundred thousand (300,000) and shall consist of authorized but unissued shares or
reacquired shares of Stock or any combination thereof. If an outstanding Option for any
reason expires or is terminated or canceled or if shares of Restricted Stock are forfeited
for any reason, the shares of Stock allocable to the unexercised portion of such Option, or
such forfeited shares of Restricted Stock shall again be available for issuance under this
Plan.




(b) Adjustments for Changes in Capital Structure. In the event of any stock dividend,
stock split, reverse stock split, recapitalization, combination, reclassification or similar
change in the capital structure of the Company, appropriate adjustments shall be made in the
number and class of shares subject to this Plan, to any outstanding Options (including their
exercise price), to any previously issued shares of Restricted Stock and to the number of
Options or Shares of Restricted Stock that may be granted pursuant to Section 5. If a
majority of the shares which are of the same class as the shares that are subject to
outstanding Options are exchanged for, converted into, or otherwise become (whether or not
pursuant to a Change in Control) shares of another corporation (the “New Shares”), the
Committee may unilaterally amend the outstanding Options to provide that such Options are
exercisable for New Shares. In the event of any such amendment, the number of shares
subject to, and the exercise price of, the outstanding Options shall be adjusted in a fair
and equitable manner as determined by the Committee, in its sole discretion.
Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to
this Section 4(b) shall be rounded down to the nearest whole number, and in no event may the
exercise price of any Option be decreased to an amount less than the par value, if any, of
the stock subject to the Option.




5. Automatic Grant of Options and/or Restricted Stock.




(a) Options. Options shall be granted only to a person who, at the time of grant, is a
Non-Employee Director. Options shall be nonstatutory stock options, which means that they
will not be treated as “incentive stock options” within the meaning of Section 422(b) of the
Code.




(b) Initial Option Grant. A person who first becomes a Non-Employee Director within
the six month period immediately following an annual meeting of the Company’s stockholders
shall be granted an initial Option to purchase five thousand (5,000) shares of Stock as of
the date such person is initially elected or appointed (the “Initial Grant Date”);
provided, however, that a person serving as a director of the Company who does not qualify
as an Non-Employee Director shall not receive an initial Option in the event that such
person subsequently becomes a Non-Employee Director. In addition, a person who becomes a
Non-Employee Director after the six-month period following an annual meeting of the
Company’s stockholders shall not receive an initial Option.




(c) Annual Option and Restricted Stock Grant. Each Non-Employee Director (including
any director of the Company who previously did not qualify as a Non-Employee Director but
who subsequently becomes an Non-Employee Director) who is a Non-Employee Director on the day
following the annual meeting of stockholders of the Company shall be granted on the day
immediately following such annual meeting of stockholders (the “Annual Grant Date”),
commencing with the Annual Grant Date in 2003, an Option to purchase three thousand five
hundred (3,500) shares of Stock and one thousand (1,000) shares of Restricted Stock.


 


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6. Terms and Conditions of Options. Options shall be evidenced by an Option Agreement
specifying the number of shares of Stock covered, in such form as the Committee shall from time to
time approve. Option Agreements may incorporate all or any of the terms of this Plan by reference
and shall comply with and be consistent with the following terms and conditions:




(a) Exercise Price. The exercise price per share of Stock subject to an Option shall
be the Fair Market Value of a share of Stock on the Initial Grant Date or the Annual Grant
Date, as applicable.




(b) Exercisability. Each Initial Option shall become fully vested and exercisable on
the first anniversary of the Initial Grant Date. Each Annual Option shall become fully
vested and exercisable on the first anniversary of the Annual Grant Date.




Notwithstanding the foregoing, if a Non-Employee Director incurs a Termination of Service
other than due to death, Disability or Retirement, any Options that are not exercisable at
the date of such Termination of Service shall never become exercisable and shall be
immediately forfeited. If a Non-Employee Director incurs a Termination of Service due to
Disability or Retirement, any Options held by such person shall continue to become
exercisable in accordance with the foregoing schedule, but the exercise thereof shall be
subject to the provisions of Section 6(c) below, and, in addition, any Options shall be
cancelled and forfeited if the Committee at any time thereafter determines that the former
Non-Employee Director has engaged in any activity detrimental to the interests of the
Company.




(c) Expiration of Options. Each Option shall terminate and cease to be exercisable on
the first to occur of the following events:




(i) the date which is the tenth (10th) anniversary of the applicable Grant Date
unless earlier terminated pursuant to clause (iii) below or pursuant to the terms of
the applicable Option Agreement;




(ii) the expiration of one (1) month from the date of a person’s Termination of
Service for any reason other than death, Disability or Retirement; or




(iii) the expiration of five (5) years from the date of a person’s death,
whether before or after a Termination of Service.




(d) Acceleration of Exercisability. If an Optionee incurs a Termination of Service due
to death or dies following a Termination of Service while holding Options that are
unexercisable, then 100% of his or her Options shall immediately become exercisable. The
exercisability of Options shall also be accelerated as provided in Section 8.




(e) Payment of Exercise Price. Except as otherwise provided below, payment of the
exercise price for the number of shares of Stock being purchased pursuant to any Option
shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company of
 shares of Stock owned by the Optionee having a Fair Market Value not less than the exercise
price or (iii) by any combination thereof. Notwithstanding the foregoing, an Option may not
be exercised by tender to the Company of shares of Stock to the extent such tender of Stock
would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. Unless otherwise provided by the Board,
an Option may not be exercised by tender to the Company of shares of Stock unless such
 shares either have been owned by the Optionee for more than six (6) months or were not
acquired, directly or indirectly, from the Company.




(f) Tax Withholding. The Company shall have the right, but not the obligation, to
deduct from the shares of Stock issuable upon the exercise of an Option, or to accept from
the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value
equal to all or any part of the federal, state, local and foreign taxes, if any, required by
law to be withheld by the Company with respect to such Option or the shares acquired upon
exercise thereof. Alternatively or in addition, in its sole discretion, the Company shall
have the right to require the Optionee to make adequate provision for any such tax
withholding obligations of the Company arising in connection with the Option or the shares
acquired upon exercise thereof. The Company shall have no obligation to deliver shares of
Stock until the Company’s tax withholding obligations have been satisfied.


 


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(g) Nontransferability of Options; Exercise Following Death. No Option shall be
assignable or transferable by the Optionee, except by will or by the laws of descent and
distribution or pursuant to a “qualified domestic relations order” (as defined in the Code).
During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee,
the Optionee’s guardian or legal representative or an alternate payee pursuant to a
qualified domestic relations order.



7. Terms and Conditions of Restricted Stock. Shares of Restricted Stock shall be subject to
restrictions on transferability and on the right of a Non-Employee Director to receive certificates
evidencing Shares of Restricted Stock, as set forth in a Restricted Stock Agreement in such form as
the Committee shall from time to time approve. Subject to such restrictions and the provisions of
such Restricted Stock Agreement and this Plan, Non-Employee Directors who receive awards of
Restricted Stock shall have all of the rights of a stockholder with respect to such Shares of
Restricted Stock. Restricted Stock granted under this Plan may be evidenced in such manner as the
Committee may deem appropriate, including, without limitation, book-entry registration or issuance
of stock certificates.




(a) Forfeiture. Except as otherwise determined by the Committee, if a Non-Employee
Director incurs a Termination of Service other than by reason of death, Disability or
Retirement, all Shares of Restricted Stock theretofore awarded which are still subject to
restrictions shall upon such Termination of Service be forfeited and transferred back to the
Company. In addition, if a former Non-Employee Director continues to hold Restricted Stock
following his or her Termination of Service due to his or her Retirement, the Shares of
Restricted Stock which remain subject to restrictions shall nonetheless be forfeited and
transferred back to the Company if the Committee at any time thereafter determines that the
former Non-Employee Director has engaged in any activity detrimental to the interests of the
Company.




(b) Lapse of Restrictions. The restrictions on transferability and any other
restrictions contained in a Restricted Stock Agreement shall lapse with respect to all
Shares of Restricted Stock awarded to a Non-Employee Director on an Annual Grant Date on the
January 5th following the Annual Grant Date for such award. The lapse of restrictions on
transferability and any other restrictions contained in a Restricted Stock Agreement shall
also be accelerated as provided in Sections 7(d) and 8.




(c) Delivery of Shares. At the time all restrictions have lapsed with respect to
Shares covered by an award of Restricted Stock, the Company shall deliver the Shares as to
which such restrictions have lapsed as follows:




(i) if an assignment to a trust has been made, to such trust; or




(ii) if the Restricted Period has expired by reason of death and a beneficiary
has been designated in a form approved by the Company, to the beneficiary so
designated; or




(iii) in all other cases, to the Participant or the legal representative of the
Participant’s estate.




(d) Acceleration of Lapsing Only Upon Death or Disability. Notwithstanding the
provisions of Section 7(b), if an Non-Employee Director incurs a Termination of Service due
to death or Disability, or if a former Non-Employee Director dies following a Termination of
Service, then all restrictions in effect at the date of such Termination of Service or at
such date of death shall immediately lapse and all Shares shall be free of, and no longer
subject to, any restrictions. If a Non-Employee Director incurs a Termination of Service
due to Retirement, any restrictions on Shares of Restricted Stock remaining at the time of
Retirement shall continue in effect and shall lapse as provided in Section 7(b).




(e) Tax Withholding. The Company shall have the right to require a Non-Employee
Director to make adequate provision for any federal, state, local or foreign taxes, if any,
required by law to be withheld by the Company with respect to the income realized by such
director as a result of the lapsing of restrictions with respect to Shares of Restricted
Stock. The Company shall have no obligation to deliver
Shares of Stock that were previously Restricted Stock until the Company’s tax
withholding obligations have been satisfied.


 


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8. Change in Control. In the event of a Change in Control, (i) any unexercisable Options
shall be immediately exercisable and vested in full and (ii) all restrictions relating to any
Shares of Restricted Stock shall lapsed and be of no further effect, as of the date thirty (30)
days prior to the date of the Change in Control. The exercise or vesting of any Option and the
lapsing of restrictions with respect to Shares of Restricted Stock that results solely by reason of
this Section 8, shall be conditioned upon the consummation of the Change in Control. In addition,
the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as
the case may be (the “Acquiring Corporation”), may either assume the Company’s rights and
obligations under outstanding Options or substitute for outstanding Options substantially
equivalent options for the Acquiring Corporation’s stock. Any Options which are neither assumed or
substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised
as of the date of the Change in Control shall terminate and cease to be outstanding effective as of
the date of the Change in Control.



9. Income Taxes and Deferred Compensation. Non-Employee Directors are solely responsible and
liable for the satisfaction of any federal, state, province, or local taxes that may arise in
connection with the grant of Options or Restricted Stock pursuant to this Plan (including, for
Non-Employee Directors subject to taxation in the United States, any taxes arising under Section
409A of the Code, except to the extent otherwise specifically provided in a written agreement with
the Company). Neither the Company nor any of its employees, officers, directors, or service
providers shall have any obligation whatsoever to pay such taxes, to prevent any Non-Employee
Director from incurring such taxes, or to mitigate or protect such Director from any such tax
liabilities. Notwithstanding anything in this Plan to the contrary, if any amounts that become
due under this Plan as a result of a Non-Employee Director’s termination of membership on the Board
constitute “nonqualified deferred compensation” within the meaning of Section 409A, payment of such
amounts shall not commence until the Non-Employee Director incurs a “separation from service”
within the meaning of Treasury Regulation § 1.409A-1(h) (“Separation from Service”). If, at the
time of a Non-Employee Director’s Separation from Service, the Non-Employee Director is a
“specified employee” (under Internal Revenue Code Section 409A), any amount that constitutes
“nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable
to a Non-Employee Director on account of the Non-Employee Director’s Separation from Service
(including any amounts payable pursuant to the preceding sentence) will not be paid until after the
end of the sixth calendar month beginning after the Non-Employee Director’s Separation from Service
(the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension
Period, the Non-Employee Director shall be paid a lump sum payment in cash equal to any payments
delayed because of the preceding sentence, without interest. Thereafter, the Non-Employee Director
shall receive any remaining benefits as if there had not been an earlier delay.



10. Issuance of Stock. The issuance or delivery of any Option or any shares of Stock upon the
exercise of an Option or the lapsing of restrictions on Restricted Stock may be postponed by the
Company for any period required to comply with any applicable requirements under the federal
securities laws, any applicable listing requirement of the NYSE or any other requirements of
applicable laws or regulations. The Company is not obligated to deliver or issue any shares of
Stock if such delivery or issuance would constitute a violation of any provision of any law or
regulation or any rule of the NYSE. So long as the Company’s Stock is listed on the NYSE, issuance
of any Shares of Stock pursuant to an Option, or of any Shares of Restricted Stock, is conditioned
on such Shares to be issued also being listed on the NYSE. In addition, if at any time counsel to
the Company is of the opinion that the sale or issuance of Shares of Restricted Stock or Shares of
Stock pursuant to exercise of an Option is or may be unlawful under the circumstances, the Company
shall have no obligation to make such sale or issuance, and the right of an Optionee to exercise an
Option, shall be suspended until, in the opinion of the Company’s counsel, such sale or issuance is
lawful. No such suspension shall extend the period of time during which an Option must be
exercised under Section 6(c).


 


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11. Termination or Amendment of Plan. The Board may terminate or amend the Plan at any time.
However, subject to changes in the law or other legal requirements that would permit otherwise,
without the approval of the Company’s stockholders, there shall be (i) no increase in the total
number of shares of Stock that may be issued under the Plan, except by operation of the provisions
of Section 4(b), (ii) no change in the number of Options and Shares of Restricted Stock that will
be granted pursuant to Section 5(b) and (c), and (iii) no expansion in the class of persons
eligible to receive Options or Shares of Restricted Stock. Furthermore, to the extent required
by Rule 16b-3, provisions of the Plan addressing eligibility to participate in the Plan and
the amount, price and timing of Options shall not be amended more than once every six (6) months,
other than to comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder. In any event, no termination or amendment of this Plan
may adversely affect any outstanding Option or Shares of Restricted Stock without the consent of
the Non-Employee Director, unless such amendment is necessary to comply with applicable laws or
regulations. This Plan shall terminate on April 30, 2013, and no further Options or shares of
Restricted Stock shall be granted pursuant to this Plan after such date.



12. Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Plan. Except when otherwise
indicated by the context, the singular shall include the plural, the plural shall include the
singular, and use of the term “or” shall not be exclusive. This Plan shall be governed by the law
of the State of Delaware, regardless of the law that might otherwise govern under applicable
Delaware principles of conflict of laws.


 


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CERTIFICATION




The undersigned Secretary of the Company certifies that the foregoing Kaydon Corporation 2003
Non-Employee Directors Equity Plan was duly adopted by the Board on March 19, 2003, and approved by
the stockholders of Kaydon Corporation on May 9, 2003 and amended and restated effective May 6,
2008 in compliance with the provision of Section 10 hereof in a manner not requiring approval of
the stockholders of Kaydon Corporation. The undersigned Secretary of the Company further certifies
that this Amended and Restated version of the Plan was adopted and made effective by the Board on
October 23, 2008, in compliance with the provision of Section 10 hereof in a manner not requiring
approval of the stockholders of Kaydon Corporation.



	 	 	 
	/s/ Debra K. Crane
	 	 
	 

Debra K Crane, Secretary

	 	 





 


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