**EXHIBIT 10.6**

 

**EMPLOYMENT AGREEMENT**

 

AGREEMENT made and entered into in Westborough, Massachusetts, by and between Xerium Technologies, Inc. (the “Company”), a Delaware corporationwith its principal place of business at Westborough, Massachusetts, and J. Douglas Milner of Raleigh, North Carolina (the “Executive”), effective as of the 19th day of May, 2005 (the “Effective Date”). 

 

WHEREAS, the Executive has been employed by the Company; and 

 

WHEREAS, subject to the terms and conditions hereinafter set forth, the Company wishes to continue to employ the Executive, in the position of President,Stowe Woodward Worldwide – Stowe Woodward LLC, and the Executive wishes to accept such continued employment; 

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, theparties hereby agree: 

 

1. Employment. Subject to theterms and conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts continuation of employment.****

 

2. Term. The employment of the Executive by the Company hereunder shall be for the period commencing on the Effective Date and expiring on the dateof the termination of such employment in accordance with Section 5 hereof. For all purposes of this Agreement, references to (i) the “Termination Date” shall mean the date Executive’s employment hereunder shall terminate pursuant tosaid Section 5, and (ii) references to the “term” of the Executive’s employment hereunder shall mean the period commencing on the Effective Date and ending on the Termination Date. Following the Termination Date, unless specificallyotherwise agreed between Executive and any applicable party, the Executive shall cease to hold any position (whether as an officer, director, manager, employee, trustee, fiduciary or otherwise) with the Company or any of its Subsidiaries orAffiliates. 

 

3. Capacity and Performance.****

 

(a) During the term of Executive’semployment hereunder, the Executive shall serve the Company as its President, Stowe Woodward Worldwide – Stowe Woodward LLC. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more ofthe Company’s Subsidiaries if so elected or appointed from time to time. 

 

(b) During the term of Executive’s employment hereunder, the Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and itsSubsidiaries as may be designated from time to time by the Chief Executive Officer. 

 

(c) During the term of Executive’s employment hereunder, the Executive shall devote his full business time to the advancement of thebusiness and interests of the Company and its Subsidiaries and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any 

industry, trade, professional, governmental or academic position during the term of this Agreement,except as may be expressly approved in advance by the Chief Executive Officer in writing.****

 

4. Compensation and Benefits. During the term of Executive’s employment hereunder as compensation for all services performed by the Executive:

 

(a) Base Salary. The Company shall paythe Executive a base salary at the rate of three hundred fifty thousand dollars ($350,000) per year, payable in accordance with the payroll practices of the Company for its executives and subject to increase from time to time by the Board, in itssole discretion. Such base salary, as from time to time increased, is hereafter referred to as the “Base Salary”.****

 

(b) Senior Executive Annual Cash Bonus Plan. The Executive shall be entitled to participate in any and all annual cash bonus plans(the “Annual Bonus Plans”) from time to time in effect for senior executives of the Company generally (it being understood that effective immediately prior to the Company’s initial public offering, the Company established a singlesuch plan called the “Senior Executive Annual Incentive Plan”). The terms of each Annual Bonus Plan and Executive’s participation therein shall be determined by the compensation committee of the Board of Directors of the Company (the“Board”) (or, if there is no such committee, by the Board); provided, however, that the Executive shall be entitled to participate in such plans at a minimum participation rate of 75% of his Base Salary in effect on the finalday of the applicable fiscal year, with any awards thereunder payable only to the extent earned pursuant to the terms of the applicable Annual Bonus Plan and subject to adjustment in accordance with the terms of the applicable Annual Bonus Plan.Notwithstanding the foregoing, no award under the Annual Bonus Plans may be granted if the compensation committee determines that in order for such award to qualify as performance-based for purposes of Section 162(m) of the Internal Revenue Code of1986, as amended (the “Code”), the Plan must be submitted to and approved, or resubmitted to and approved, by the stockholders of the Company in accordance with the requirements of Section 162(m) of the Code, unless such grant is madecontingent upon such approval. The compensation committee of the Board (or, if there is no such committee, the Board) may alter, modify, add to or delete any Annual Bonus Plan at any time as it, in its sole judgment, determines to be appropriate.

 

(c) Other Incentive Plans. TheExecutive shall be entitled to participate in any and all cash, equity, bonus and other incentive plans which are not Annual Bonus Plans (the “Long Term Plans”) from time to time in effect for senior executives of the Company generally (itbeing understood that effective immediately prior to the Company’s initial public offering, the Company established a single such plan called the “2005 Equity Incentive Plan”). The terms of each Long Term Plan and Executive’sparticipation therein shall be determined by the compensation committee of the Board (or, if there is no such committee, by the Board). The compensation committee of the Board (or, if there is no such committee, the Board) may alter, modify, add toor delete any Long Term Plan at any time as it, in its sole judgment, determines to be appropriate. 

 

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(d) Vacations. The Executive shall be entitled to an annual vacation of three (3)weeks (subject to increase in accordance with the Company’s vacation policies from time to time in effect), with reasonable notice to the Chief Executive Officer and subject to the reasonable business needs of the Company. Vacation shallotherwise be governed by the policies of the Company, as in effect from time to time. 

 

(e) Other Benefits. Subject to any contribution therefor generally required of executives of the Company, the Executive shall beentitled to participate in any and all employee benefit plans from time to time in effect for executives of the Company generally, except to the extent such plans are in a category of benefit specifically otherwise provided to the Executive underthis Agreement (*e.g*., severance pay). Such participation shall be subject to the terms of the applicable plan documents and generally applicable Company policies. The Board may alter, modify, add to or delete employee benefit plans at anytime as it, in its sole judgment, determines to be appropriate. 

 

(f) Business Expenses. The Company shall pay or reimburse the Executive for all reasonable and necessary business expenses incurred or paid by the Executive in the performance of his duties and responsibilitieshereunder, subject to any maximum annual limit or other restrictions on such expenses set by the Board and to such reasonable substantiation and documentation as may be specified by the Company from time to time. 

 

(g) Payments/Actions by Company. Wherever it isprovided in this Agreement that payment of any form of compensation or any other action shall by made by the Company, such payment or action may be made by any Subsidiary or Affiliate of the Company. 

 

5. Termination of Employment. The Executive’s employmenthereunder shall terminate under the following circumstances: 

 

(a) Death. In the event of the Executive’s death during the term of Executive’s employment hereunder, the Executive’s employment shall immediately and automatically terminate. ****

 

(b) Disability. The Company may terminate theExecutive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder. For this purpose, disability means that the Executive (i) is unable to engage in any substantialgainful activity 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, or (ii) is, by reason of any medicallydeterminable 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 anaccident and health plan covering employees of the Company. If any question shall arise as to whether during any period the Executive is disabled within the meaning of this Section 5(b), the Executive, at the request of the Company, shall submit toa medical examination by a physician selected by the Company to determine whether 

 

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the Executive is so disabled and such determination shall for the purposes of this Agreement beconclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive.****

 

(c) By the Company for Cause. The Company mayterminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth the nature of such Cause. The following shall constitute Cause for termination: (i) the Executive’s conviction of or plea of*nolo contendere* to a felony or other crime involving moral turpitude; (ii) the Executive’s fraud, theft or embezzlement committed with respect to the Company or its Subsidiaries; (iii) material breach by the Executive of any of theprovisions of Sections 9, 10 or 11 hereof that causes demonstrable harm to the Company or any of its Subsidiaries; or (iv) the Executive’s willful and continued failure to perform his material duties to the Company and its Subsidiaries;provided, however, that the Company may terminate Executive’s employment hereunder for “Cause” within the meaning of this clause (iv) only after the Company has provided written notice to the Executive of the failure andthe Executive shall have not have remedied such failure within 10 business days following the effectiveness of such notice. ****

 

(d) By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Causeat any time upon notice to the Executive. 

 

(e)By the Executive Other Than For Good Reason. The Executive may terminate his employment hereunder other than for Good Reason (as defined in Section 5(f) below) at any time upon the provision of 60 days written notice to the Company. In theevent of termination of the Executive pursuant to this Section 5(e), the Board may elect to waive the period of notice or any portion thereof. 

 

(f) By the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason, upon written notice tothe Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute Good Reason for termination of his employment by the Executive: a requirement that the Executive relocate more than fifty (50) miles fromhis current principal residence. 

 

6. Compensation UponTermination. 

 

(a) Death. In theevent of a termination of the Executive’s employment hereunder by reason of death as contemplated by Section 5(a), the Company shall pay in a lump sum within 30 days of such termination to the Executive’s designated beneficiary or, if nobeneficiary has been designated by the Executive, to his estate, the Base Salary earned but not paid through the Termination Date. ****

 

(b) Disability. In the event of any termination of Executive’s employment hereunder by reason of disability as contemplated bySection 5(b), the Company shall pay to him his Base Salary earned but not paid through the Termination Date and, in addition, shall, subject to any employee contribution applicable to the Executive on the 

 

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Termination Date, continue to contribute to the premium cost of the Executive’s participation in theCompany’s group medical and dental plans for eighteen (18) months (or such longer period as may be provided under the employee benefit plans of the Company), but only if the Executive does not have access at reasonable cost to substantiallyequivalent benefits through another employer, and provided that the Executive is entitled to continue such participation under applicable law and plan terms. In the event that there is any limitation on the Company’s ability to provide, or anydisqualification of the Executive’s eligibility to receive (other than a disqualification under this Agreement resulting from Executive’s access at a reasonable cost to substantially equivalent benefits through another employer), suchgroup medical and/or dental plan benefits, the Company shall pay to the Executive a sum that is equivalent to what the Company would have continued to contribute to the premium cost of the Executive’s participation in the applicable medicaland/or dental plans for such 18-month period (or such longer period as may be provided under the employee benefit plans of the Company) if there had been no such limitation or disqualification. 

 

(c) By the Company for Cause. In the event of anytermination of Executive’s employment hereunder by the Company for Cause as contemplated by Section 5(c), the Company shall have no further obligations to the Executive under this Agreement other than payment of Base Salary through theTermination Date and except as specifically provided in Section 6(f). 

 

(d) By the Company Other than for Cause or by the Executive for Good Reason. 

 

(i) Not Close in Time to a Change of Control. In the event of any termination of Executive’s employment hereunder by theCompany pursuant to Section 5(d) or by the Executive pursuant to Section 5(f), which termination does not occur within three (3) months prior to or two (2) years following a Change of Control, the Company (i) shall continue to pay the Executive theBase Salary at the rate in effect on the Termination Date for one (1) year, and (ii) subject to any employee contribution applicable to the Executive on the Termination Date, shall continue to contribute to the premium cost of the Executive’sparticipation in the Company’s group medical and dental plans for one (1) year (or such longer period as may be provided under the employee benefit plans of the Company), but only if the Executive does not have access at reasonable cost tosubstantially equivalent benefits through another employer, and provided that the Executive is entitled to continue such participation under applicable law and plan terms. In the event that there is any limitation on the Company’s ability toprovide, or any disqualification of the Executive’s eligibility to receive (other than a disqualification under this Agreement resulting from Executive’s access at a reasonable cost to substantially equivalent benefits through anotheremployer), such group medical and/or dental plan benefits, the Company shall pay to the Executive a sum that is equivalent to what the Company would have continued to contribute to the premium cost of the Executive’s participation in theapplicable medical and/or dental plans for such one-year period (or such longer period as may be provided under the employee benefit plans of the Company) if there had been no such limitation or disqualification. 

 

 

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(ii) Close in Time to a Change of Control. In the event of any termination ofExecutive’s employment hereunder by the Company pursuant to Section 5(d) or by the Executive pursuant to Section 5(f), which termination occurs within three (3) months prior to or two (2) years following a Change of Control, the Company (i)shall continue to pay the Executive the Base Salary at the rate in effect on the Termination Date for eighteen (18) months, and (ii) subject to any employee contribution applicable to the Executive on the Termination Date, shall continue tocontribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans for eighteen (18) months (or such longer period as may be provided under the employee benefit plans of the Company), but onlyif the Executive does not have access at reasonable cost to substantially equivalent benefits through another employer, and provided that the Executive is entitled to continue such participation under applicable law and plan terms. In the event thatthere is any limitation on the Company’s ability to provide, or any disqualification of the Executive’s eligibility to receive (other than a disqualification under this Agreement resulting from Executive’s access at a reasonable costto substantially equivalent benefits through another employer), such group medical and/or dental plan benefits, the Company shall pay to the Executive a sum that is equivalent to what the Company would have continued to contribute to the premiumcost of the Executive’s participation in the applicable medical and/or dental plans for such 18-month period (or such longer period as may be provided under the employee benefit plans of the Company) if there had been no such limitation ordisqualification. 

 

(iii) Conditions.Any obligation of the Company to the Executive under Sections 6(b) and 6(d) hereof is conditioned upon (i) the Executive signing a release of claims in the form appended hereto as Attachment A (the “Employee Release”) withintwenty-one (21) days (or such greater period as the Company may specify) following the date notice of termination of employment is given hereunder and upon the Executive’s not revoking the Employee Release in a timely manner thereafter and (ii)the Executive’s continued full performance of his continuing obligations hereunder, including those under Sections 9, 10 and 11 hereof. Base Salary to which the Executive is entitled under Sections 6(b) and 6(d) hereof shall be payable inaccordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five (5) business days following the effective date of the Employee Release, but shall be retroactive tonext business day following the Termination Date. 

 

(iv) No reduction. The continued payments/contributions by the Company that are described in Sections 6(d)(i) and 6(d)(ii) hereof shall not be reduced by any income or other compensation received by Executive subsequent to thetermination of his employment. 

 

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(e) By the Executive Other Than for Good Reason. If the Executive shall terminatehis employment pursuant to Section 5(e), the Company shall continue to pay Executive his Base Salary through the Termination Date (it being understood that if, in accordance with Section 5(e), the Board elects to waive the period of notice, or anyportion thereof, the payment of Base Salary under this Section 6(e) shall continue through the notice period or any portion thereof so waived). 

 

(f) Delay in Payment Commencement on Account of Internal Revenue Code Section 409A. To the extent any payment hereunder shall berequired to be delayed until six months following separation from service to comply with the “specified employee” rules of Section 409A of the Code, it shall be so delayed (but not more than is required to comply with such rules). In thisregard, any payments that otherwise would have been made during such 6 month period shall be paid to the Executive in a lump sum on the first date on which they may be paid, together with interest credited at the short-term applicable federal rate,compounded daily. 

 

(g) Post-TerminationObligations Generally. Except for (i) any right expressly set forth in this Section 6, (ii) any vested benefits under any employee benefit plan referred to in Section 4(e) which specifically is designed to provide benefits following terminationof employment (such as any such plan providing benefits upon disability or retirement) (but subject to all of the terms, if any, of each such other benefit plan as to how such vested benefits will be treated following termination of employment) and(iii) any rights expressly set forth in any other written agreement to which Executive and any of the Company or any of its Subsidiaries or Affiliates shall become parties from time to time after the date hereof, none of the Company or any of itsSubsidiaries or Affiliates shall have any further obligations to the Executive, in connection with his employment or the termination thereof, following expiration of the term of the Executive’s employment hereunder. Satisfaction by the Companyand other applicable Persons of such rights and benefits shall constitute full settlement of any claim that the Executive may have on account of any termination of employment hereunder against the Company, any of its Subsidiaries or Affiliates andall of their respective past and present officers, directors, stockholders, members, managers, partners, controlling Persons, employees, agents, representatives, successors and assigns and all other others connected with any of them, bothindividually and in their official capacities. 

 

7.Limitation. 

 

(a) In the event that itis determined that any payment or benefit provided by the Company or any of its Subsidiaries to or for the benefit of the Executive, either under this Agreement or otherwise, and regardless of under what plan or arrangement it was made, would,absent the application of this Section 7, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, or any successor provision (“Section 4999”), the Company will reduce such payments and/or benefits tothe extent, but only to the extent, necessary so that no portion of the remaining payments and/or benefits will be subject to the Excise Tax. The Company shall have discretion in determining which, if any, of several payments and/or benefits (ifmore than one) are to be reduced. 

 

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(b) Determinations as to the amount of any cutback required under this Section 7 will bemade by the Company’s tax accountant unless the Executive has reasonable objections to the use of that firm, in which case the determinations will be made by a comparable firm chosen jointly by the Company and the Executive (the firm making thedeterminations to be referred to as the “Firm”). The determinations of the Firm will be binding upon the Company and the Executive except as the determinations are established in resolution (including by settlement) of a controversy withthe Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. 

 

8. Return by Executive of Certain Payments. If the Executive shall terminate his employment pursuant to Section 5(e) or shall terminate hisemployment otherwise than in accordance with the terms of this Agreement, in either case prior to the completion of eighteen (18) months following the date of this Agreement, then he shall immediately forfeit and return to the Company: (i) the grossamount of all loans to him that were forgiven in anticipation of the Company’s initial public offering in April 2004 and the tax gross-up payment with respect thereto; and (ii) the amount paid on or about April 14, 2005, in consideration of thefact that the Executive will no longer participate in the Company’s previously existing cash management incentive compensation plans and in connection with the adoption of the Senior Executive Annual Incentive Plan. Failure by the Executive tomake due repayment of such amount within ten (10) days of the Company’s demand for same shall authorize the Company to commence a civil proceeding for the same, in which event the Executive shall be liable for all reasonable costs andattorney’s fees incurred by the Company in connection herewith. 

 

9. Restricted Activities. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company andits Subsidiaries: 

 

(a) While the Executive isemployed by the Company and for one (1) year after his employment terminates (in the aggregate, the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent,employee, co-venturer or otherwise, (i) compete with the Company anywhere throughout the world where, as of the Termination Date, the Company sells Products or conducts its business activities, has sold Products or has conducted such businessactivities, or intends to sell Products or conduct such business activities, or (ii) undertake any planning for any business competitive with the Company or any of its Subsidiaries. Specifically, but without limiting the foregoing, the Executiveagrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Subsidiaries as conducted or under consideration at any time during theExecutive’s employment with the Company or any of its Subsidiaries (including prior to the date hereof). For the purposes of this Section 9, the Executive’s undertaking shall encompass all items, products and services that may be used insubstitution for Products. 

 

(b) The Executiveagrees that, during his employment with the Company, he will not undertake any outside activity, whether or not competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwiseinterfere with his duties and obligations to the Company or any of its Subsidiaries. 

 

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(c) The Executive further agrees that while he is employed by the Company and during theNon-Competition Period, the Executive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt tohire, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist inhiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its Subsidiaries to terminate his or her relationship withthe Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with anyPerson any business or activity which such customer conducts or could conduct with the Company or any of its Subsidiaries. 

 

10. Confidential Information. 

 

(a) The Executive acknowledges that the Company and its Subsidiaries continually develop Confidential Information, that the Executive hasin the past and may in the future develop Confidential Information for the Company or its Subsidiaries and that the Executive has in the past and may in the future learn of Confidential Information during the course of employment. The Executive willcomply with the policies and procedures of the Company and its Subsidiaries for protecting Confidential Information and shall never use or disclose to any Person (except as required by applicable law or for the proper performance of his duties andresponsibilities to the Company and its Subsidiaries), any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Subsidiaries. The Executive understands that thisrestriction shall continue to apply after his employment terminates, regardless of the reason for such termination. 

 

(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of theCompany or its Subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its Subsidiaries. The Executive shallsafeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive’s possession or control.****

 

11. Assignment of Rights to Intellectual Property. TheExecutive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest inand to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do 

 

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such other acts (including without limitation the execution and delivery of instruments of further assurance orconfirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge theCompany for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”. 

 

12. Notification Requirement. Until the conclusion of the Non-Competition Period, the Executive shall give notice tothe Company of each new business activity that he plans to undertake at least thirty (30) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature ofthe Executive’s business relationship(s) and position(s) with such Person. The Executive shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order todetermine the Executive’s continued compliance with his obligations under Sections 9, 10 and 11 hereof. 

 

13. Enforcement of Covenants. The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement,including the restraints imposed upon him pursuant to Sections 9, 10 and 11 hereof. The Executive agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries and that each and every one ofthe restraints is reasonable in respect to subject matter, length of time and geographic area. The Executive further acknowledges that, were he to breach any of the covenants contained in Sections 9, 10 and 11 hereof, the damage to the Company wouldbe irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any ofsaid covenants, without having to post bond. The parties further agree that, in the event that any provision of Sections 9, 10 and 11 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its beingextended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. 

 

14. Conflicting Agreements. The Executive hereby represents andwarrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to anycovenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietaryinformation of a third party without such party’s consent. 

 

15. IPO Matters. In connection with the initial public offering of the Company, the Executive will exchange his equity interests in Xerium, S.A. for securities of the Company. The Executive understands that, whereas the equityinterests in Xerium, S.A. were subject to substantial restrictions on disposition (including, in the case of options, a prohibition against selling any of the shares underlying such options for three years following the date of grant of theapplicable options, and, in the case of shares issued under the share purchase program, a prohibition against selling such shares for three years following their purchase), the securities of 

 

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the Company to be held by the Executive following the initial public offering will not be subject to any restrictions ondisposition, other than restrictions arising under applicable law and restrictions contained in a “lock-up” agreement to be entered into by the Executive with the underwriters of the initial public offering (and the Executive agrees toenter into such a lock-up agreement substantially in the form entered into by other executives of the Company, provided that the term of such lock-up agreement shall not restrict disposition of the securities of the Company held by the Executive formore than 180 days following the consummation of the initial public offering, subject to customary extensions not to exceed 45 days). The Executive further understands that he will be entitled to receive proceeds from the initial public offering,either as a direct seller in the offering or otherwise in exchange for a portion of the securities of the Company held by the Executive, as reflected in the prospectus relating to the initial public offering. Except as specifically provided in theimmediately preceding sentence, the Executive shall not participate as a seller in the initial public offering or otherwise receive any portion of the proceeds of such offering in respect of the securities of the Company held by the Executive.

 

16. Definitions. Words or phrases which are initiallycapitalized or are within quotation marks shall have the meanings provided in this Section 16 and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply: 

 

(a) “Affiliate” means, with respect to the Companyor any other specified Person, any other Person directly or indirectly controlling, controlled by or under common control with the Company or such other specified Person, where control may be by management authority, equity interest or other means.

 

(b) “Change of Control” shall meanany of the following which takes place after the consummation of the initial public offering of common stock of the Company (including as part of an income deposit security or other investment unit) registered under the Securities Act of 1933, asamended: (i) any Person or “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Act”), other than the Company or any of its Subsidiaries or any trustee or other fiduciaryholding securities under an employee benefit plan of the Company or one of its Subsidiaries, becomes a beneficial owner, directly or indirectly, in one or a series of transactions, of securities representing fifty percent (50%) or more of the totalnumber of votes that may be cast for the election of directors of the Company; (ii) any merger or consolidation involving the Company or any sale or other disposition of all or substantially all of the assets of the Company, or any combination ofthe foregoing, occurs and the beneficial owners of the Company’s voting securities outstanding immediately prior to such consolidation, merger, sale or other disposition do not, immediately following the consummation of such consolidation,merger, sale or other disposition, hold beneficial ownership, directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for election of directors of the surviving or resultingcorporation in the case of any merger or consolidation or of the acquiring Person or Persons in the case of any sale or other disposition; or (iii) within twelve (12) months after a tender offer or exchange offer for voting securities of the Company(other than by the Company or any of its Subsidiaries), individuals who are Continuing Directors shall cease to constitute a majority of the Board. For the purpose of this definition, the term “beneficial owner” (and correlative terms,including “beneficial ownership”) shall have the meaning set forth in Rule 13d-3 under the Act. 

 

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(c) “Confidential Information” means any and all information of the Company andits Subsidiaries that is not generally known by others with whom they compete or do business, or with whom they plan to compete or do business and any and all information which, if disclosed by the Company or its Subsidiaries, would assist incompetition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Subsidiaries, (ii) theProducts, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Subsidiaries, (iv) the identity and special needs of the customers of the Company and its Subsidiaries and (v) the people andorganizations with whom the Company and its Subsidiaries have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Subsidiaries have received, or may receive hereafter,from others which was received by the Company or any of its Subsidiaries with any understanding, express or implied, that the information would not be disclosed. 

 

(d) “Continuing Director” means, with respect to any event referred to in the definition of“Change of Control”, each individual who was a director of the Company immediately prior to the event in question and each individual whose election as a director by the Board or whose nomination for election by the stockholders of theCompany was approved by a vote of two-thirds of the directors then still in office who were directors immediately prior to such event or whose election or nomination was previously so approved. 

 

(e) “Intellectual Property” means inventions,discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whetheralone or with others and whether or not during normal business hours or on or off the premises of the Company or any of its Subsidiaries) during the Executive’s employment with the Company or any of its Subsidiaries (including prior to theEffective Date) that relate to either the Products or any prospective activity of the Company or any of its Subsidiaries or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Subsidiaries.Notwithstanding the preceding, “Intellectual Property” shall not include any invention that the Executive has developed entirely on his own time without using the Company’s equipment, supplies, facility or trade secret informationexcept for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Executive for the Company. 

 

(f) “Person” means an individual, a corporation, alimited liability company, an association, a partnership, an estate, a trust and any other entity or organization. 

 

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(g) “Products” mean all products planned, researched, developed, tested,manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Subsidiaries, together with all services provided or planned by the Company or any of its Subsidiaries, during the Executive’s employmentwith the Company or any of its Subsidiaries (including prior to the Effective Date). 

 

(h) “Subsidiary” shall mean any Person of which the Company (or other specified Person) shall, directly or indirectly, ownbeneficially or control the voting of at least a majority of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally or at least a majority of the partnership, membership, joint venture or similar interests,or in which the Company (or other specified Person) or a Subsidiary thereof shall be a general partner or joint venturer without limited liability. 

 

17. Survival. The provisions of this Agreement shall survive following the Termination Date if so provided herein or desirable to accomplish thepurposes of other surviving provisions, including without limitation the provisions of Section 6, 7, 8, 9, 10 and 11. 

 

18. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by theCompany under applicable law. 

 

19. Assignment. Neitherthe Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights andobligations under this Agreement without the consent of the Executive in the event that the Company shall hereafter effect a reorganization, consolidation or merger or to whom the Company transfers all or substantially all of its properties orassets. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns. 

 

20. Severability. If any portion or provision of this Agreement shallto any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal orunenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

 

21. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waivingparty. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or bedeemed a waiver of any subsequent breach. 

 

22. Notices.Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, when delivered by courier at the Executive’s last known address on the books ofthe Company, or five business days following deposit in the United States mail, postage prepaid, 

 

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registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in thecase of the Company, at its principal place of business, attention of the Chairman of the Board, or to such other address as either party may specify by notice to the other actually received. 

 

23. Entire Agreement. This Agreement and the other plans and documentsspecifically referred to herein constitute the entire agreement between the parties regarding the subject matter of this Agreement and such other plans and documents and supersede all prior communications, agreements and understandings, written ororal, with respect to such subject matter.****

 

24.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a expressly authorized representative of the Company. 

 

25. Headings. The headings and captions in this Agreement are for convenience only and in no way define or describethe scope or content of any provision of this Agreement. 

 

26.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 

 

27. Governing Law. This is a Massachusetts contract and shall be construed and enforced under and be governed in allrespects by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof. 

 

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IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its dulyauthorized representative, and by the Executive, as of the date first above written. 

 
THE EXECUTIVE: THE COMPANY
/s/ J. DOUGLAS MILNER
 By: 
/s/ MICHAEL P. O’DONNELL
J. Douglas Milner Name: Michael P. O’Donnell  Title: 
Executive Vice President and Chief

FinancialOfficer

 

 

Attachment A

 

**RELEASEOF CLAIMS**

 

FOR AND IN CONSIDERATION OF the special payments and benefits to be providedin connection with the termination of my employment in accordance with the terms of the Employment Agreement between me and Xerium Technologies, Inc., a Delaware corporation (the “Company”) dated as of May 19, 2005 (the “EmploymentAgreement”), I, on my own behalf and on behalf of my personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees and all others connected with me, hereby release and forever discharge,the Company, its Subsidiaries and Affiliates and all of their respective past and present officers, directors, stockholders, members, partners, managers, controlling persons, employees, agents, representatives, successors and assigns and all othersconnected with any of them (all collectively, the “Released”), both individually and in their official capacities, from any and all rights, liabilities, claims, demands and causes of action of any type (all collectively “Claims”)which I have had in the past, now have, or might now have, through the date of my signing of this Release of Claims, in any way resulting from, arising out of or connected with my employment or its termination or pursuant to any federal, state,foreign or local employment law, regulation or other requirement (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employmentpractices laws of the state or states in which I have been employed pursuant to the Employment Agreement, each as amended from time to time); provided, however, that the foregoing release shall not apply to any right or benefit that Section 6 of theEmployment Agreement explicitly provides shall survive the termination of my employment. Capitalized terms used in this Release of Claims which are defined in the Employment Agreement are used herein with the meanings so defined. 

 

In signing this Release of Claims, I acknowledge that I have had at leasttwenty-one (21) days from the date of notice of termination of my employment to consider the terms of this Release of Claims and that such time has been sufficient; that I am encouraged by the Company to seek the advice of an attorney prior tosigning this Release of Claims; and that I am signing this Release of Claims voluntarily and with a full understanding of its terms. 

 

I understand that I may revoke this Release of Claims at any time within seven (7) days of the date of my signing by written notice to the Company andthat this Release of Claims will take effect only upon the expiration of such seven-day revocation period and only if I have not timely revoked it. 

 

Intending to be legally bound, I have signed this Release of Claims under seal as of the date written below. 

 

Signature:
 
 
  
J. Douglas Milner

Date: