exv10w1






Exhibit 10.1




FOURTEENTH AMENDMENT TO THE AMENDED AND RESTATED

KAYDON CORPORATION

EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN





	 	 	FOURTEENTH AMENDMENT to the above Plan made by the duly authorized officers of
the Company effective as provided below.






	 	1.	 	Recitation. The Employer has determined that an
amendment to the Plan is desirable to reinstate matching contributions
under the Plan at Indiana Precision, Inc.
	 
	 	2.	 	Amendment. The Plan is amended at Appendix J,
effective January 4, 2010, as follows:






     (a) At Section 4.1(f), to reinstate Matching Contributions for
Participants employed at Indiana Precision, Inc. based on elective
deferral contributions made out of Compensation earned on or after
January 4, 2010; and




     (b) At Section 6.2(f), to reinstate allocations of Matching
Contributions to Participants employed at Indiana Precision, Inc. based
on elective deferral contributions made out of Compensation earned on or
after January 4, 2010.




	 	3.	 	Substitution. The Amendment is incorporated in
revised plan pages which are attached to this Amendment. The pages have
been substituted for their respective counterparts in the Plan as amended.
The pages deleted shall be preserved, attached to the Amendment and marked
in the upper right hand corner to indicated that they were AMENDED by this
Amendment.





	 	 	 	 	 

	 	 	KAYDON CORPORATION
	 
	 	 	 	 
	 

	 	By
	 	Debra K. Crane
	 

	 	 	 	/s/ Debra K. Crane
	 

	 	 	 	Its V.P., General Counsel and Secretary
	 
	 	 	 	 
	 

	 	And
	 	Anthony T. Behrman
	 

	 	 	 	/s/ Anthony T. Behrman
	 

	 	 	 	Its V.P. – Human Resources






 









 





KAYDON CORPORATION

EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN

(As Amended and Restated February 19, 2002 Effective January 1, 1997)




 









 





KSOP 1.10




APPENDIX J




Canfield Technologies, Inc.



Tridan International, Inc. and



Indiana Precision, Inc.


The following sections of the Plan are added or modified as follows:




     Section 1.1 to add the following sentence:




     “Employees of Canfield Technologies, Inc., Tridan International, Inc. and
Indiana Precision, Inc. are added to the Plan effective October 1, 2000.



     Section 2.7 to add the following sentence:




     “Employee also excludes persons included in a collective bargaining unit at
Canfield Technologies, Inc.



     New Section 2.7A is added as follows:




     2.7A Employee Group. The Employee Groups are:




     (a) Canfield. Employees of Canfield Technologies, Inc. not included in
a collective bargaining unit.




     (b) Tridan. Employees of Tridan International, Inc.




     (c) Indiana Precision. Employees of Indiana Precision, Inc.




     (d) Other Non-Bargaining Unit. Employees of all other Employers not
included in a collective bargaining unit.




     (e) Other Bargaining Unit. Employees of all other Employers included
in a participating collective bargaining unit.



     New Section 2.10A is added as follows:




     2.10A Matching Contribution. A Matching Contribution is any Employer
Contribution made to the Plan on behalf of an Active Participant on



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KSOP 1.10





account of an Elective Contribution made by the Active Participant for the Plan Year
or any forfeiture allocated on the basis of Matching or Elective Contributions,
excluding any contribution or allocation used to meet the top heavy minimum
contribution or benefit requirement of Code Section 416 and any Matching
Contribution to the extent considered for purposes of Code Section 401 (k) testing.



     Section 2.17(c) to add the following sentence:




     “A Year of Service also includes Years of Service credited prior to October 1,
2000 with Canfield Technologies, Inc., Tridan International, Inc., or Indiana
Precision, Inc.



     New Subsections 3.2(b)(v), (vi) and (vii) are added as follows:




     (v) Canfield. Each Employee who was a participant in the Canfield
Technologies, Inc. Simple IRA on August 27,2000 who was employed by an
Employer on October 1, 2000 became an Active Participant in this Plan on October 1,
2000;




     (vi) Tridan. Each Employee who was a participant in the Tridan
International, Inc. 401(k) Profit Sharing Plan on August 27, 2000 who was employed
by an Employer on October 1, 2000 became an Active Participant in this Plan on
October 1, 2000; and




     (vii) Indiana Precision. Each Employee who was a participant
in the Indiana Precision, Inc. 401 (k) Profit Sharing Plan on August 27, 2000 who
was employed by an Employer on October 1, 2000 became an Active Participant in this
Plan on October 1, 2000.



     Section 4.1 (b) is deleted and replaced with new Section 4.1 (b) as follows:



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KSOP 1.10





     (b) Regular Profit Sharing. May contribute a Regular Profit Sharing
Contribution. The amount of the contribution, if any, is determined by the Board of
Directors of each Employer for its Employee Group or Groups in its discretion (or as
required by the applicable collective bargaining agreements), subject to the maximum
limitations of this Plan. The tentative contribution is reduced by the amount of
forfeitures to be reallocated to Employer Accounts on the Allocation Date after the
allocation of forfeitures as Matching Contribution. A Regular Profit Sharing
Contribution is allocated under Article VI and is subject to the applicable Vesting
Schedule.



     New Section 4.1(f) is added as follows:




     (f) Matching. For Canfield Technologies, Inc., Tridan International,
Inc. and Indiana Precision, Inc. only, contribute a Matching Contribution which is
the sum of $0.25 for each dollar of each eligible Participant’s Elective
Contributions (excluding Catch-Up Contributions) which do not exceed the appropriate
limits, except that no Matching Contribution shall be made for Participants employed
at Tridan International, Inc. based on elective deferral contributions made out of
Compensation earned on or after March 29, 2009 and no Matching Contribution shall be
made for Participants employed at Indiana Precision, Inc. based on elective deferral
contributions made out of Compensation earned on or after March 29, 2009 and prior
to January 4, 2010.




     The tentative contribution is reduced by the amount of forfeitures to be
reallocated to Employer Accounts on the Allocation Date. The Matching Contribution
is allocated under Article VI and is subject to the applicable Vesting Schedule.



     Section 6.1(a)(i) to add the following sentence:




     “This Account also includes prior plan profit-sharing amounts rolled-over into
this Plan.”



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KSOP 1.10




     New Subsection 6.1 (a)(viii) is added as follows:




     (viii) Employer Matching Contributions Account. The Accounts to which
any Employer Matching Contributions and amounts rolled-over to this Plan are
credited;



     The preface of Section 6.2 is deleted and replaced with a new preface as follows:




     6.2 Allocation of Employer Contributions. Employer Regular Profit
Sharing Contributions for the Plan Year are allocated to the Employer Regular Profit
Sharing Accounts of Active Participants who complete one thousand (1,000) Hours of
Service during the Plan Year and are Employees in the designated Employee Group of
the Employer making the contribution on the last day of that Plan Year, or who are
Employees in that Employee Group during the Plan Year but who retire, die, or become
Disabled during the Plan Year, first, to each Employee Group as provided in a
resolution of the Employer and, second, within each Employee Group in the proportion
which the Compensation of each Active Participant within that Employee Group for the
Plan Year bears to the aggregate of the Compensation of the Active Participants
within that Employee group for the Plan Year (or as otherwise required by an
applicable collective bargaining agreement), subject to the Testing Adjustment.



     New Subsection 6.2(f) is added as follows:




     (f) Matching. Matching Contributions are allocated to the Matching
Account of each Active Participant employed by Canfield Technologies, Inc., Tridan
International, Inc. or Indiana Precision, Inc. eligible for an allocation of
Employer Regular Profit Sharing Contributions for the Plan Year based on each
eligible Active Participant’s Elective Contributions for the year which are eligible
for a Matching Contribution as provided under Article



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KSOP 1.10





IV. The amount allocated is $0.25 for each dollar of the Participant’s Elective
Contributions up to the maximum Elective Contribution allowed the Participant for
the year, except that no Matching Contribution shall be allocated to Participants
employed at Tridan International, Inc. based on elective deferral contributions made
out of Compensation earned on or after March 29, 2009 and no Matching Contribution
shall be allocated to Participants employed at Indiana Precision, Inc. based on
elective deferral contributions made out of Compensation earned on or after March
29, 2009 and prior to January 4, 2010.



     Section 6.3 is deleted and replaced with new Section 6.3 as follows:




     6.3 Allocation of Forfeitures. Forfeitures from the Non-Vested
Accounts of participants who have incurred five (5) consecutive Breaks in Service,
received a distribution of their entire Vested Account Balance, or died after
terminating employment during the Plan Year are first allocated to reduce any
Forfeiture Restoration Contribution. Any remaining forfeitures are allocated first
in the same manner as Matching Contributions and next in the same manner as Employer
Regular Profit Sharing Contributions. Forfeitures allocated as Contributions reduce
the contribution of the Employer for the year.



     The preface of Section 6.5 is deleted and replaced with a new preface as
follows:




     6.5 Vesting. The Account Balance in each Account other than the
Employer Regular Profit Sharing and the Employer Matching Contributions Account, if
any, is fully vested and nonforfeitable at all times. The Account Balance in each
Employer Regular Profit Sharing Account and each Employer Matching Contributions
Account is fully vested and nonforfeitable upon the Participant’s attainment of
Normal Retirement Age, Death, or



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KSOP 1.10





Disability while an employee of the Employer (or Affiliated Employer) and under one
or a combination of the following Vesting Schedules:



     New Subsection 6.5(e) is added as follows:




     (e) Matching. Effective for Matching Contributions attributable to Plan Year
beginning on and after January 1, 2002, the schedule applicable to Employer Matching
contributions is:



	 	 	 	 	 
	Years of Service for Vesting Purposes	 	Percentage
	To Date Employment Terminated	 	Vested
	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	%






     New Section 7.16 is added as follows:




     7.16 Loans. An Active Participant, a participant who is a party in interest
under ERISA with respect to the Plan, or a beneficiary of a deceased participant who
was a party in interest (other than an Owner-Employee or Shareholder-Employee) may
maintain a loan rolled-over to this Plan from a plan maintained by Canfield
Technologies, Inc., Tridan International, Inc. or Indiana Precision, Inc. which was
qualified under Section 401 (a) of the Code in which the participant was not an
owner-employee or a shareholder-employee. The Committee may authorize continuation
of the loan on the terms and conditions prescribed in this Section and in Appendix
J.




     (a) Maximum Amount. A loan is limited to the lesser of:




          (i) Maximum Dollar Amount. $50,000.00, reduced by the
excess of:



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KSOP 1.10





               (A) Prior Balance. The highest outstanding balance of loans
from the Plan during the 1 -year period ending on the day before the date on
which the loan is made, over




          (B) Outstanding Balance. The outstanding balance of loans from
the Plan on the date on which the loan is made;




          (ii) One-Half Vested Account. One-half (I /2) of the participant’s
Vested Account Balance; or




               (iii) Aggregation. The amount tentatively determined in (i) or (ii)
above reduced by the aggregate outstanding principal balance of all loans from any
qualified plans maintained by the Employer (or Affiliated Employer).




     (b) Spousal Consent. The Committee may accept the loan only if spousal
consent of any Qualifying Spouse was obtained within ninety (90) days before the
loan or the Committee determines that spousal consent was not required.




     (c) Conditions. Loans: constitute an investment of the participant’s
Account; must be evidenced by a promissory note bearing a reasonable rate of
interest, providing for level amortization and having a definite maturity date or
repayment schedule with payments not less frequently than quarterly; and must be
secured by a mortgage, pledge, guarantee or other adequate collateral. The
participant must demonstrate a realistic plan and intention for repayment of any
loan.




     (d) Term. The term for repayment of the note must not exceed five (5)
years unless the participant or beneficiary certified that the proceeds of the loan
would be used for the acquisition or construction of a structure which was used,
within a reasonable time determined at the time the loan was made, as the principal
residence of the participant.




     (e) Set Off. If a participant or beneficiary dies, retires, is totally
and permanently disabled, terminates employment, revokes a payroll deduction



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KSOP 1.10





payment authorization, requests a distribution which would cause the remaining
Account Balance to fail to be adequate security under ERISA, or defaults under the
terms of the loan or any agreement securing the loan, or if the Plan is terminated,
with all or a portion of the note (including principal and interest) outstanding,
the balance in the Account and all benefits payable under the Plan are reduced by
the outstanding amount at the earliest time which will not cause disqualification of
the Plan.




     (f) Accounting. For purposes of allocating earnings, losses and
adjustments in value of the Trust, the participant’s Account is reduced by the
principal amount of any loan outstanding. Interest paid on the loan is credited
directly to the participant’s Account.




     (g) Suspension of Loan Payments. If permitted by the administrator,
loan payments shall be suspended for a period that a Participant is on a leave of
absence either without compensation or at a level of compensation that is less than
the amount of the installment payments required under the terms of the loan.




          (i) Length of Suspension/Due Date.




     (A) Military Leave of Absence. If a Participant
is performing service in the uniformed services (as defined in
Chapter 43 of Title 38 of the United States Code), whether or not
Qualified military Service, loan payments shall be suspended until
the end of the leave of absence. The loan, including accrued
interest, must be repaid by the end of the period that equals the
original term of the loan plus the period of military service.




     (B) General Leave of Absence. For all other leaves of
absences, loan payments shall be suspended for the period of the
leave of absence, but not longer than one year. The



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KSOP 1.10





loan, including accrued interest, must be repaid by the latest date
permitted under (c)(ii) above.




     (ii) Payments on Resumption. The installment payments due at the
end of the suspension must be at least equal to, and as frequent as, those
required under the original terms of the loan. If installment payments are not
increased on resumption of payment, the Participant must repay the entire
remaining balance of the loan on the due date specified in (i) above.



     Section 9.9 to add the following sentence:




     “Expenses not paid by Kaydon Corporation shall be charged against participants’
accounts in a reasonable manner.”



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