ex10_1.htm


    
      

    

    Exhibit 10.1

     

    
      KAYDON CORPORATION

       

      EXECUTIVE MANAGEMENT BONUS
PROGRAM

       

      (Amended and Restated Effective
February 19,
2009)

       

      1.           Definitions.
The following terms have the meanings indicated unless a different meaning is
clearly required by the context:

       

      “Approval Date” means March 2, 2005,
which is the date on which this Bonus Plan was approved by the Board of
Directors of the Company.

       

      “Bonus Plan” means this Kaydon
Corporation Executive Bonus Program, as amended from time to
time.

       

      “Cause” means:

       

      (i)    any act
or failure to act by Participant done with the intent to harm in any material
respect the financial interests or reputation of the Company or any affiliated
companies;

       

      (ii)   Participant
being convicted of (or entering a plea of guilty or nolo contendere to) a felony
(other than a felony involving a motor vehicle not involving alcohol or
drugs);

       

      (iii)   Participant’s
dishonesty, misappropriation or fraud with regard to the Company or any
affiliated companies, including (but not limited to) any falsification of
company records or reports (other than good faith expense account
disputes);

       

      (iv)   a grossly
negligent act or failure to act by Participant which has a material adverse
effect on the Company or any affiliated companies; or

       

      (v)    the
continued refusal to follow the directives of the Board or its designees which
are consistent with Participant’s duties and responsibilities; provided that the
foregoing refusal shall not be “cause” if Participant in good faith believes
that such direction is illegal, unethical or immoral and promptly so notifies
the Board in writing.

       

      “Change in Control” means (i) the
failure of the Continuing Directors at any time to constitute at least a
majority of the Board of Directors of the Company, (ii) the acquisition by any
Person other than an Excluded Holder of beneficial ownership (within the meaning
of Rule 13d-3 issued under the Securities Exchange Act of 1934, as amended) of
20% or more of the outstanding Common Stock of the Company of the combined
voting power of the Company’s outstanding voting securities, (iii) the approval
by the stockholders of the Company of a reorganization, merger or consolidation
unless with a Permitted Successor, or (iv) the approval by the stockholders of
the Company of a complete liquidation or dissolution of the Company or a sale or
disposition of all or substantially all of its assets other than to a Permitted
Successor.

       

      “Committee” means the Compensation
Committee of the Company’s Board of Directors, each of the members of which is a
“non-employee director” within the meaning of Rule 16b-3.

       

      “Company” means Kaydon Corporation and
any of its wholly-owned subsidiaries or affiliates.

       

      “Continuing Directors” means the
individuals constituting the Board of Directors of the Company on the Approval
Date, and any subsequent directors whose election or nomination for election was
approved by a vote of 2/3 or more 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 or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board of Directors of the
Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “Excluded Holder” means any Person who
on the Approval Date was the beneficial owner of 20% or more of the outstanding
Common Stock of the Company, a subsidiary of the Company, any employee benefit
plan of the Company or any subsidiary of the Company or any trust holding such
Common Stock pursuant to the terms of an employee benefit plan of the
Company.

       

      “Executive Officer” means the Chief
Executive Officer (“CEO”), the Chief Financial Officer, the Chief Operating
Officer and such other Senior Vice Presidents or other senior executive officers
of the Company as the Committee shall designate from time to
time.

       

      “Good Reason” means (a) the assignment
of a Participant to any duties or responsibilities that are a reduction of, or
are materially inconsistent with, the Participant’s position, duties,
responsibilities or status on the Participation Date, (b) a change in a
Participant’s reporting responsibilities or titles in effect on the
Participation Date that results in a reduction of the Participant’s
responsibilities or position, (c) the reduction of a Participant’s annual
salary, level of benefits (except for a reduction uniformly applicable to all
similarly situated executives), or projected Supplemental Executive Retirement
Plan benefits, or (d) transfer of the Participant to a location more than forty
(40) miles from the Participant’s location of employment on the Participation
Date which requires a change in residence or a material increase in the amount
of travel normally required of the Participant in connection with his employment
or such other definition as is provided in any Employment Agreement between the
Company and a Participant.

       

      “Participation Date” means the date on
which a Participant first becomes a participant under the Bonus
Plan.

       

      “Permitted Successor” means a
corporation that immediately after the consummation of a transaction described
in the definition of “Change in Control” satisfies all of the following
criteria: (a) at least 60% of the voting securities of such corporation is
beneficially owned by Persons who were the beneficial owners of the Company’s
Common Stock immediately prior to such transaction, (b) no Person other than an
Excluded Holder beneficially owns, directly or indirectly, 20% or more of the
outstanding voting securities of such corporation and (c) at least a majority of
the Board of Directors of such corporation is comprised of Continuing
Directors.

       

      “Person” means a natural person,
corporation, partnership, limited liability company, government or political
subdivision, agency or instrumentality of a government.

       

      2.           Purpose.
The purpose of this Bonus Plan is to provide annual incentives to certain senior
executive officers in a manner designed to reinforce the Company’s performance
goals; to link a significant portion of participants’ compensation to the
achievement of such goals; and to continue to attract, motivate and retain key
executives on a competitive basis.

       

      3.           Participation.
Participants in this Bonus Plan are the Executive Officers of the Company. The
Committee shall determine the effective date of a Participant’s participation in
this Bonus Plan and shall notify all Participants of their selection for
participation in writing.

       

      4.           Performance
Metric and Adjustments. The metric, or benchmark, against which Company
performance shall be measured for purposes of determining whether bonuses shall
be awarded to Participants, and the amount of such bonuses, shall be earnings
before interest, taxes, depreciation and amortization, as further adjusted or
defined by the Committee from time to time (“EBITDA”) from continuing
operations.

       

      5.           Performance
Objective. The performance objective for each year will be Target EBITDA, which
shall be determined by the Committee each year at a regular Board of Directors
meeting occurring prior to the 90th day of the year for which Target EBITDA is
to be determined. In conjunction with, or promptly after, the presentation of
the annual budget for the following year, management will present to the
Committee a recommended Target EBITDA for the following fiscal year. The
Committee shall evaluate the recommended Target EBITDA and Budget and may
determine the final Target EBITDA utilizing this information and any additional
information that it deems relevant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      6.           Bonus
Calculations. Participant bonuses shall be based on the level of EBITDA achieved
for the fiscal year, compared to Target EBITDA for that year, in accordance with
the following:

       

      (a)    No Bonus
payout shall be made if EBITDA achieved is equal to or less than 90% of Target
EBITDA;

       

      (b)    Bonus
payments will equal 4% of base salary for each Participant other than the CEO
(“Non-CEO Participants”), and 6.7% of base salary for the CEO, for each 1% that
EBITDA achieved for the year exceeds 85% of Target EBITDA (or 6.6% of base
salary for the CEO for the 1% incremental achieved at 87%, 90%, 93%, 96% and 99%
of Target EBITDA), up to 100% of Target EBITDA, and 4% of base salary for
Non-CEO Participants, and 10% of base salary for the CEO, for each 1% that
EBITDA achieved exceeds 100% of Target EBITDA. An example would be:

       

      (i)    if EBITDA
is 86% of Target EBITDA, the bonus will be 4.0% of a Non-CEO Participant’s base
salary and 6.7% of the CEO’s base salary;

       

      (ii)   if EBITDA
is 90% of Target EBITDA, the bonus will be 20% of a Non-CEO Participant’s base
salary and 33.3% of the CEO’s base salary;

       

      (iii)         
if EBITDA
is 100% of Target EBITDA, the bonus will be 60% of a Non-CEO Participant’s base
salary; and 100% of the CEO’s base salary and

       

      (iv)         
if EBITDA
is 110% of Target EBITDA, the bonus will be 100% of a Non-CEO Participant’s base
salary and 200% of the CEO’s base salary.

       

      (c)    A Non-CEO
Participant’s bonus may not exceed 100% of the Non-CEO’s Participant’s base
salary and the CEO’s bonus may not exceed 200% of the CEO’s base
salary.

       

      7.    Discretionary
Bonus Payments. In addition, at the discretion of the Committee, a discretionary
cash bonus may be paid to any Participant in an amount up to 25% of base salary
that shall be in addition to the bonus payment, if any, determined pursuant to
Section 6.

       

      8.    Payment
of Bonus Awards.

       

      (a)    Conditions
for Payment After Termination of Employment. If a Participant’s employment with
the Company terminates, the following provisions shall apply; provided that such
provisions shall not apply to any Participant who is party to an employment or
other form of agreement specifying the treatment of payments under this Bonus
Plan upon any or all of the termination events described below to the extent
covered by such other agreement:

       

      (i)    Termination
for Cause. If a Participants employment is terminated by the Company for Cause,
no bonus shall be paid to the former Participant for any period prior to the
date of termination.

       

      (ii)   Termination
by Participant. If a Participant terminates his or her employment without Good
Reason, no bonus shall be paid to the former Participant for any period prior to
the date of termination.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (iii)         
Termination
Following Death, Disability or Retirement. If a Participant’s employment is
terminated due to a Participant’s death, disability or retirement at the normal
retirement age prior to payment of a bonus award for the then completed fiscal
year, a bonus award as determined by the Committee to be payable pursuant to
Section 6 hereof for such completed fiscal year shall be paid (A) in the event
of death, to the designated beneficiary of the Participant or, if no beneficiary
shall have been designated, the representative of the Participant’s estate and
(B) in the event of disability or retirement, to the former Participant, and if
termination for death, disability or retirement occurs during a fiscal year,
Participant (or Participant’s designated beneficiary or estate) shall receive
for that fiscal year a bonus award, pro rated for that year based on the amount
determined by the Committee to have been payable to Participant for the full
fiscal year pursuant to Section 6 hereof multiplied by a fraction the numerator
of which is the number of days in the fiscal year through the date of
termination, and the denominator of which is 365.    In each
case, such bonus amounts shall be paid no later than the 15th day of the third
month following the close of the fiscal year to which the performance period
relates.

       

      (iv)         
Termination
without Cause or for Good Reason, etc. If a Participant’s employment is
terminated without Cause, or the Participant terminates his or her employment
for Good Reason and prior to the payment of a bonus award for the then completed
fiscal year, the Company shall nevertheless pay to the terminated Participant a
bonus award as determined by the Committee to be payable pursuant to Section 6
hereof for such completed fiscal year. If termination occurs during a fiscal
year, Participant shall receive for that fiscal year a bonus award pro rated for
that year based on the amount determined by the Committee to have been payable
to Participant for the full fiscal year pursuant to Section 6 hereof multiplied
by a fraction the numerator of which is the number of days in the current fiscal
year through the date of termination, and the denominator of which is 365;
provided that if such termination occurs after a Change in Control, such pro
rated bonus payment made under this clause (iv) shall be made net of any pro
rata bonus amount previously paid pursuant to Section 8(b) below attributable to
the fiscal year in which such termination without Cause or for Good Reason
occurs.  In each case, such bonus amounts shall be paid no later than
the 15th day of the third month following the close of the fiscal year to which
the performance period relates.

       

      (b)    Change in
Control Payment. In the event of a Change in Control of the Company, a pro rata
bonus for the fiscal year in which the Change in Control occurs, together with
any unpaid bonus from the preceding fiscal year determined to be payable
pursuant to Section 6 hereof, shall be immediately payable on the date of the
Change in Control, and in no event shall such bonus be paid later than the 15th
day of the third month following the close of the fiscal year to which the
performance period relates. Such pro rated bonus for the then fiscal year shall
be determined by multiplying the bonus payable for achievement of 100% of Target
EBITDA by a fraction the numerator of which is the number of days in the current
fiscal year through the date of the Change in Control, and the denominator of
which is 365.  The pro rata bonus paid pursuant to this Section 8(b)
shall be subtracted from any bonus payable hereunder at the end of the fiscal
year in which such Change in Control occurs.

       

      9.    Administrative
Provisions. This Bonus Plan shall be administered by the Committee. The
Committee shall have full, exclusive and final authority in all determinations
and decisions affecting this Bonus Plan and Participants, including sole
authority to interpret and construe any provision of this Bonus Plan, to adopt
such rules and regulations for administering this Bonus Plan as it may deem
necessary or appropriate under the circumstances, and to make any other
determination it deems necessary or appropriate for the administration of this
Bonus Plan. Decisions of the Committee shall be final and conclusive, and
binding on all parties. All expenses of administering this Bonus Plan shall be
borne by the Company. No member of the Committee shall be liable for any action,
omission, or determination relating to this Bonus Plan, and the Company shall
indemnify and hold harmless each member of the Committee and each other director
or employee of the Company or its affiliates to whom any duty or power relating
to the administration or interpretation of this Bonus Plan has been delegated
against any cost or expense (including counsel fees, which fees shall be paid as
incurred) or liability (including any sum paid in settlement of a claim with the
approval of the Committee) arising out of or in connection with any action,
omission or determination relating to this Bonus Plan, unless, in each case,
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.

       

      10.    Miscellaneous.

       

      (a)    This
Bonus Plan was adopted by the Board of Directors on the Approval Date and will
be effective commencing with bonuses payable in respect of the Company’s fiscal
year ending December 31, 2005. This Bonus Plan was amended and restated
effective February 14, 2008,
May 6, 2008 and February 19, 2009, by action of the
Board of Directors, in compliance with the provisions of Section
10(b).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (b)    The Board
of Directors may at any time amend this Bonus Plan in any fashion or terminate
or suspend this Bonus Plan before or after notice to any Participant of his or
her participation under the Bonus Plan.

       

      (c)    This
Bonus Plan shall be governed by and construed in accordance with the internal
laws of the State of Michigan applicable to contracts made, and to be wholly
performed, within such State, without regard to principles of choice of
laws.

       

      (d)    All
amounts required to be paid under this Bonus Plan shall be subject to any
required Federal, state, local and other applicable withholdings or
deductions.

       

      (e)    Nothing
contained in this Bonus Plan shall confer upon any Participant or any other
person any right with respect to the continuation of employment by the Company
or interfere in any way with the right of the Company at any time to terminate
such employment or to increase or decrease the compensation payable to the
Participant from the rate in effect at the commencement of a fiscal year or to
otherwise modify the terms of such Participant’s employment. No person shall
have any claim or right to participate in or receive any award under this Bonus
Plan for any particular fiscal year or any part thereof.

       

      (f)    The
Company’s obligation to pay a Participant any amounts under this Bonus Plan
shall be subject to setoff, counterclaim or recoupment of amounts owed by a
Participant to the Company.

       

      (g)    The right of a Participant or of any
other person to any payment under this Bonus Plan shall not be assigned,
transferred, pledged or encumbered in any manner, and any attempted assignment,
transfer, pledge or encumbrance shall be null and void and of no force or
effect.