Exhibit 10(m)(xii)
Amendment No. 1 to the
Albany International Corp. 2005 Incentive Plan
WHEREAS, Albany International Corp. (the "Company") maintains the Albany
International Corp. 2005 Incentive Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company has designated authority to
the Compensation Committee (the "Committee") to administer the Plan; and
WHEREAS, the Committee has the authority pursuant to Sections 15 of the
Plan to amend the Plan as provided herein; and
WHEREAS, the Committee has deemed it necessary to amend the Plan to
conform to Section 409A of the Internal Revenue Code of 1986.
NOW THEREFORE, the Plan is amended, effective December 1, 2007, as
follows:
1. In regard to the definition of "Change in Control", Section 2. c) shall
be deleted in its entirety and replaced with the following:
c) "Change in Control" may, unless otherwise restricted in an Incentive
Award, be deemed to have occurred if (i) there is a change of ownership of
the Company as a result of one person, or more than one person acting as a
group, acquiring ownership of stock of the Company that, together with
stock held by such person or group, constitutes more than 50% of the total
fair market value or total voting power of the stock of the Company,
provided, however, that the acquisition of additional stock by a person or
group who already owns 50% of the total fair market value or total voting
power of the stock of the Company shall not be considered a Change in
Control; (ii) notwithstanding that the Company has not undergone a change
in ownership as described in subsection (i) above, there is a change in
the effective control of the Company as a result of either (a) one person,
or more than one person, acting as a group, acquiring (or having acquired
during the 12 month period ending on the date of the most recent
acquisition) ownership of stock of the Company possessing 30% or more of
the total voting power of the stock of the Common, or (b) a majority of
the members of the Board is replaced during any 12 month period by
directors whose appointment or election is not endorsed by a majority of
the members of the Board before the date of appointment or election,
provided, however, that in either case the acquisition of additional
control by a person or group who already is considered to effectively
control the Company shall not be considered to a Change in Control; or
(iii) there is a change in ownership of a substantial portion of the
Company's assets as a result of one person, or more than one person acting
as a group, acquiring (or having acquired during the 12 month period
ending on the date of the most recent acquisition) assets from the Company
that have a total gross fair market value equal to or more than 40% of the
total gross fair market value of all the assets of the Company immediately
before such acquisition or acquisitions, provided, however, that there is
no Change in Control if the transfer of assets is to the shareholders of
the Company or an entity controlled by the shareholders of the Company. A
more restrictive definition of Change in Control that may be set forth in
any Incentive Award shall nonetheless conform to the regulations
implementing Section 409A of the Code.
2. In regard to the definition of "Fair Market Value", Section 2. l) shall
be deleted in its entirety and replaced with the following:
l) "Fair Market Value" means, with respect to any share of Common Stock,
the closing price of such share as reported in "New York Stock Exchange
Composite Transactions" in "The Wall Street Journal" for the relevant date
or, if no quotation shall have been made on such relevant date, on the
next preceding day on which there were quotations or, if the Company's
shares of Common Stock are not traded on such exchange, such price as
reported on such other securities market or exchange on which such shares
are traded as the Committee shall determine.
3. Section 4. Administration of Plan shall be amended by adding a new
sentence at the end of the first paragraph thereof, as follows:
The Committee intends to administer the Plan in accordance with Section
409A of the Code and shall construe the terms of the Plan or any Awards
thereunder consistent with Section 409A.
4. In regard to Stock Appreciation Rights, the proviso in Section 7(a)(v)
shall be deleted so that Section 7(a)(v) shall now provide in its entirety as
follows:
(v) to determine the exercise price of each SAR, which shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of
grant.
5. Section 10. Adjustment Upon Changes in Common Stock shall be amended so
that it provides, in its entirety, as follows:
Notwithstanding any other provision of the Plan, in the event of any
change in the outstanding shares of Common Stock by reason of a stock
dividend, recapitalization, merger, consolidation, split-up, combination
or exchange of shares or the like, the aggregate number and class of
shares for which options may be granted under the Plan, the number and
class of shares covered by or issuable pursuant to Incentive Awards
granted under the Plan and the value of any outstanding Incentive Awards
shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. No fractional shares shall be issued under the Plan
and any fractional shares resulting from computations pursuant to this
Section shall be eliminated from the Incentive Award
6. A new Section 21 shall be added as follows:
21. Restriction on Acceleration
In the event any Incentive Award provides for the acceleration of the date
on which the Incentive Award becomes vested, exercisable, or transferable,
as the case may be, due to the termination of the Participant's, then to
the extent such Participant is a key employee (as that term is defined in
Section 416 of the Code), the date to which such right shall be
accelerated shall be no earlier than the first day of the month that is
six months following the date of such termination.
IN WITNESS WHEREOF, the Committee having so approved, the Company has
caused this Amendment to be duly executed on December 5, 2007, but effective as
of December 1, 2007.
ALBANY INTERNATIONAL CORP.
By: /s/ Charles J. Silva, Jr.
----------------------------------
Its: Vice President- General Counsel
---------------------------------
ATTEST:
/s/ Joseph M. Gaug
- ----------------------