exv10w1w9









    EXHIBIT 10.1.9



 




    THIRTEENTH
    AMENDMENT TO THE

    KAYDON CORPORATION

    EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN



 



    This Thirteenth Amendment is made to the above plan this
    22nd day of December, 2009, by Kaydon Corporation
    (“Employer”).



 



    WHEREAS, Section 10.1 of the Kaydon Corporation Employee
    Stock Ownership and Thrift Plan (“plan”) as amended
    and restated on February 19, 2002, authorizes the Employer
    to amend the plan; and



 



    WHEREAS, the Employer hereby adopts this Amendment to reflect
    certain provisions of the Pension Protection Act of 2006
    (“PPA”), as well as certain technical corrections made
    under the Worker, Retiree, and Employer Recovery Act of 2008
    (“WRERA”); and



 



    WHEREAS, this Amendment is intended as good faith compliance
    with the requirements of PPA and is to be construed in
    accordance with PPA and guidance issued thereunder; and



 



    WHEREAS, except as otherwise provided, this Amendment shall be
    effective the first day of the Plan Year beginning after
    December 31, 2006; and



 



    WHEREAS, this Amendment supersedes the provisions of the plan to
    the extent those provisions are affected by or inconsistent with
    the provisions of this Amendment.



 



    NOW, THEREFORE, the Employer amends the plan as follows:



 



    1. Effective for Plan Years beginning after
    December 31, 2007, Section 5.10(f) is amended to read
    as follows:



 



    (f) Attributable Income or
    Loss.  Any deduction from a participant’s
    account to correct or in conjunction with correction of an
    Excess Deferral, Excess Contribution, or Excess Aggregate
    Contribution shall include the attributable income or loss for
    the applicable period. The applicable period for an Excess
    Deferral is the calendar year. The applicable period for an
    Excess Contribution or Excess Aggregate Contribution is the Plan
    Year. A deduction from a Participant’s account to correct
    or in conjunction with correction of an excess amount under this
    provision shall not include attributable income or loss for the
    period between the last day of the applicable period and the
    date of distribution.



 



    (i) Method of Determination.  The
    Employer may determine the attributable income or loss for the
    applicable period using any reasonable method that does not
    result in discrimination under Code Section 401(a)(4). The
    method must be used consistently for all participants and for
    all corrective distributions for the Plan Year and must be the
    method used for allocating earnings or losses to the
    participants’ accounts for that year.



 



    (ii) Alternative Method of
    Determination.  If the attributable income or
    loss is not determined under (i) above, the income or loss
    shall be determined by multiplying the income or loss
    attributable to the account from which the correcting deduction
    is made for the applicable period for which the excess is
    determined by a fraction. The numerator of the fraction is the
    excess amount. The denominator is the balance in the account as
    of the first day of the applicable period, plus contributions
    allocated as of the last day of the period.



 



    2. Section 5.10(j) is amended to read as follows:



 



    (j) Taxation of Distribution.



 



    (i) Excess Deferral.  The Excess
    Deferral is included in the Participant’s income for the
    calendar year for which contributed. The attributable income or
    loss is included for the calendar year of distribution.



 


 














 







    (ii) Excess Contributions/Excess Aggregate
    Contributions.  Effective for Plan Years
    beginning after December 31, 2007, an amount distributed to
    correct an Excess Contribution or Excess Aggregate Contribution
    shall be included in the Participant’s income for the
    calendar year in which it is distributed.



 



    3. Section 6.5(a) is amended to read as follows:



 



    (a) Non-Top Heavy.



 



    Effective as of the first day of the Plan Year beginning after
    December 31, 2006, for each Participant who has an Hour of
    Service on or after January 1, 2007, the vested percentage
    with respect to the Participant’s Employer Regular Profit
    Sharing Account shall be determined as follows:



 


	 	 	 	 	 
	

    Years of Vesting Service


	
 
	
    Vested Percentage

	 

	

    Less than 1 year


	
 
	
 
	
    0
	
    %

	

    1 year but less than 2 years


	
 
	
 
	
    10
	
    %

	

    2 years but less than 3 years


	
 
	
 
	
    20
	
    %

	

    3 years but less than 4 years


	
 
	
 
	
    40
	
    %

	

    4 years but less than 5 years


	
 
	
 
	
    60
	
    %

	

    5 years but less than 6 years


	
 
	
 
	
    80
	
    %

	

    6 years or more


	
 
	
 
	
    100
	
    %









 



    4. Effective as of August 17, 2006,
    Section 7.2(a) is amended to read as follows:



 



    (a) Immediate and Heavy Financial
    Need.  The request must establish an unusual
    financial burden due to immediate and heavy financial needs. The
    purchase of, but not mortgage or other regular payments for, a
    principal residence for the Participant; tuition and related
    educational costs for the next 12 months of postsecondary
    education for the Participant or the Participant’s Spouse,
    child, dependent or primary beneficiary; medical expenses
    previously incurred or necessary to obtain medical care of the
    type deductible under Code Section 213(d) for the
    Participant or the Participant’s Spouse, dependent or
    primary beneficiary; prevention of eviction from, or foreclosure
    (or forfeiture) of the mortgage, land contract, or other
    security interest on the Participant’s principal residence;
    burial or funeral expenses for the Participant’s parent,
    Spouse, child, dependent, or primary beneficiary; expenses for
    the repair of damage to the Participant’s principal
    residence that are of the type deductible under Code
    Section 165; other similar matters approved by the
    Committee in a uniform and non-discriminatory manner and
    memorialized in rules and regulations of Plan Administration in
    Appendix H to this Plan; or other conditions specified by
    the Commissioner of Internal Revenue in official pronouncements
    are immediate and heavy financial needs for purposes of this
    plan. For purposes of this paragraph, a Participant’s
    primary beneficiary is an individual designated by the
    Participant as a primary beneficiary under this Plan and who has
    a right to all or a portion of the Participant’s account
    balance upon the death of the Participant.



 



    5. Section 7.4(b) is amended to read as follows:



 



    (b) Favorable Tax
    Treatment.  When consent is required, the
    Participant shall be notified of the right to elect or defer
    distribution and the consequences of failing to defer. The
    written notice shall provide an explanation of the material
    features and relative values of the available methods of
    distribution. The notice shall be provided at least 30 days
    and not more than 180 days before the first day of the
    first period for which benefits are paid.



 



    6. The number “90” shall be replaced by the
    number “180” in each place that it appears in
    Section 7.5 and Section 7.9.



 


 














 







    7. Effective for distributions made after December 31,
    2006, Section 7.14 is amended to read as follows:



 



    7.14 Direct Rollover
    Rules.  Notwithstanding any provision of the
    Plan to the contrary that would otherwise limit a
    Distributee’s election under this Article, a Distributee
    may elect, at the time and in the manner prescribed by the Plan
    Administrator, to have any portion of an Eligible Rollover
    Distribution paid directly to an Eligible Retirement Plan
    specified by the Distributee in a Direct Rollover.



 



    (a) Eligible Rollover
    Distribution.  An Eligible Rollover
    Distribution is a distribution of all or any portion of the
    balance to the credit of the Distributee, except that an
    Eligible Rollover Distribution does not include: any
    distribution that is one of a series of substantially equal
    periodic payments (not less frequently than annually) made for
    the life (or life expectancy) of the Distributee or the joint
    lives (or joint life expectancies) of the Distributee and the
    Distributee’s designated beneficiary, or for a specified
    period of ten years or more; any distribution to the extent such
    distribution is required under section 401(a)(9) of the
    Code; is required under section 401(a)(9) of the Code; any
    hardship distribution described in Code
    Section 401(k)(B)(i)(iv) received on or after May 1,
    1999; the portion of any distribution that is not includible in
    gross income (determined without regard to the exclusion for net
    unrealized appreciation with respect to employer securities);
    and any other distribution that is reasonably expected to total
    less than $200 during a year.



 



    (b) Eligible Retirement Plan.  An
    Eligible Retirement Plan is an individual retirement account
    described in section 408(a) of the Code, an individual
    retirement annuity described in section 408(b) of the Code,
    an annuity plan described in section 403(a) of the Code, or
    a qualified trust described in section 401(a) of the Code,
    and, effective January 1, 2002, an annuity contract
    described in section 403(b) of the Code and an eligible
    plan under section 457(b) of the Code which is maintained
    by a state, political subdivision of a state, or any agency or
    instrumentality of a state or political subdivision of a state
    and which agrees to separately account for amounts transferred
    into such plan from this plan, that accepts the
    Distributee’s eligible rollover distribution. Effective for
    eligible rollover distributions made after December 31,
    2007, an eligible retirement plan includes an individual
    retirement account described in Code Section 408A. For any
    portion of an eligible rollover distribution consisting of
    after-tax contributions that are not includable in gross income,
    an eligible retirement plan is an individual retirement account
    or annuity described in Code Section 408(a) or 408(b) or a
    qualified trust described in Code Section 401(a) or annuity
    contract described in Code Section 403(b) that agrees to
    separately account for such portion.



 



    (c) Distributee.  A Distributee
    includes an employee or former employee. In addition, the
    employee’s or former employee’s surviving spouse or
    former spouse who is the alternate payee under a qualified
    domestic relations order, as defined in section 414(p) of
    the Code, are Distributees with regard to the interest of the
    spouse or former spouse.



 



    (d) Direct Rollover.  A Direct
    Rollover is a payment by the Plan to the Eligible Retirement
    Plan specified by the Distributee.



 



    (e) Non-Spouse
    Beneficiary.  A Beneficiary who is not a
    spouse may elect to transfer all or any portion of a
    distribution deemed to be an eligible rollover distribution to
    an individual retirement account or annuity described in Code
    Section 408(a) or (b), or effective for distributions made
    after December 31, 2007, an individual retirement account
    described in Code Section 408A, that is established for the
    purpose of receiving the distribution on behalf of the
    designated Beneficiary and which is treated as an inherited IRA
    within the meaning of Code Section 408(d)(3)(C). Additional
    rules, including the determination of any distribution required
    under Code Section 401(a)(9), apply as provided under Code
    Section 402(c)(11) and Regulations and any other applicable
    guidance published by the Internal Revenue Service.



 



    * * *



 


 














 







    IN WITNESS WHEREOF, the Employer has caused this instrument to
    be executed by proper officers the day and year first above
    written.



 



    KAYDON CORPORATION



 


			
	 	    By 
	
    /s/  Debra
    K. Crane









    Its V.P. General Counsel and Secretary



 


			
	 	    And 
	
    /s/  Anthony
    T. Behrman









    Its V.P. – Human Resources