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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 7, 2008
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-10026 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On May 7, 2008, the Compensation Committee of the Registrant's Board of
Directors amended and restated the Registrant's 2003 Restricted Stock Unit Plan
(the "RSU Plan"), effective immediately. The purpose of the amendment was to
effectuate changes that would ensure that the RSU Plan conforms to Section 409A
of Internal Revenue Code of 1986. A copy of this amendment is furnished as
Exhibit 10(l)(vi) to this report.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits. The following exhibit is being furnished herewith:
10(l)(vi) Amended and Restated Albany International Corp. 2003
Restricted Stock Unit Plan.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALBANY INTERNATIONAL CORP.
By: /s/ Michael C. Nahl
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Name: Michael C. Nahl
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 13, 2008
EXHIBIT INDEX
Exhibit No. Description
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10(l)(vi) Amended and Restated Albany International Corp. 2003 Restricted
Stock Unit Plan.
Exhibit 10(l)(vi)
AMENDED AND RESTATED
ALBANY INTERNATIONAL CORP.
2003 RESTRICTED STOCK UNIT PLAN
As adopted May 7, 2008
SECTION 1. PURPOSE
This Amended and Restated Albany International Corp. 2003 Restricted Stock
Unit Plan (the "Plan") is intended as an incentive to officers and other key
employees of Albany International Corp. (the "Company") and its subsidiaries to
encourage them to remain in the employ of the Company and its subsidiaries by
affording them a greater interest in the success of the Company and its
subsidiaries.
SECTION 2. DEFINITIONS
As used herein, the following terms shall have the following
meanings:
2.1. "409A Disability" means the Committee has determined that the
Participant is "disabled" under the Company's long term disability policy and
meets one or more of the following requirements: (i) the Participant is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months; (ii) the Participant is, by reason of any medically determinable
physical or mental impairment that 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 three months under an
accident and health plan covering employees of the Albany Group; or (iii) the
Participant is determined to be totally disabled by the Social Security
Administration or Railroad Retirement Board.
2.2. "Albany Group" shall mean the Company and all corporations
which are, at the time, subsidiaries of the Company.
2.3. "Award Agreement" shall have the meaning set forth in Section
4.2.
2.4. "Beneficiary" shall have the meaning set forth in Section 10.6.
2.5. "Board" shall mean the Board of Directors of the Company.
2.6. "Business Day" shall mean any day on which the shares of Common
Stock are traded on The New York Stock Exchange or, if the shares of Common
Stock are not traded on such exchange, on such other securities market or
securities exchange on which such shares are traded as the Committee may
determine.
2.7. "Cash Dividend Equivalents" shall have the meaning set forth in
Section 5.4.
2.8. "Cause" shall be deemed to exist if a majority of the members
of the Board determine that the Participant has (i) caused substantial harm to
the Company with intent to do so
or as a result of gross negligence in the performance of his or her duties; (ii)
not made a good faith effort to carry out his or her duties; (iii) wrongfully
and substantially enriched himself or herself at the expense of the Company; or
(iv) been convicted of a felony.
2.9. "Change in Control" shall 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 Award Agreement shall nonetheless conform to the regulations
promulgated pursuant to Section 409A of the Code.
2.10. "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the applicable regulations promulgated thereunder.
2.11. "Committee" shall mean either the Board, the Compensation
Committee of the Board, or such other committee of the Board as the Board may
from time to time designate to exercise the powers conferred upon "the
Committee" by the Plan.
2.12. "Common Stock" shall mean the Class A common stock ($0.001 par
value) of the Company.
2.13. "Company" shall have the meaning set forth Section 1.
2.14. "Disability" shall be deemed to exist if the Participant's
employment with the Company terminates (i) by reason of mental or physical
illness pursuant to which the Participant has not performed his or her duties
for a period of six consecutive months prior to such termination; or (ii) after
written notice is given by Company or one of its subsidiaries that
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the Participant has been determined by the Committee to be "Disabled" under the
Company's long term disability policy.
2.15. "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
2.16. "Fair Market Value" shall mean, 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 or, if the Company's shares of Common Stock are not
traded on any other securities market or exchange, as determined by the Board in
good faith.
2.17. "Good Reason" shall mean a termination of the Participant's
employment as a result of the occurrence of any of the following, without the
Participant's consent: (i) a material adverse change in the Participant's
authority and responsibilities or (ii) a change in the Participant's principal
place of business to a location more than 50 miles from such Participant's
location on the date of grant of the Restricted Units; provided, that, in either
case, the Participant shall have delivered written notice to the Company of his
or her intention to terminate his or her employment for Good Reason, which
notice specifies in reasonable detail the circumstances claimed to give rise to
the Participant's right to terminate employment for Good Reason, and the Company
shall not have cured such circumstances within 30 days following receipt of such
notice.
2.18. "Hardship" shall be deemed to exist if the Participant suffers
a severe financial hardship resulting from an illness or accident of the
Participant, the Participant's spouse, or a dependent of the Participant (as
defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2)
or (d)(1)(B)), loss of Participant's property due to casualty (including the
need to rebuild a home following damage to a home not otherwise covered by
insurance), or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, in
accordance with Section 409A of the Code and as determined by the Committee in
its sole discretion.
2.19. "Involuntary Termination" shall mean a termination of the
employment of Participant by the Company or one of its subsidiaries for any
reason other than Cause.
2.20. "Participant" shall have the meaning set forth in Section 4.1.
2.21. "Plan" shall have the meaning set forth in Section 1.
2.22. "Qualifying Termination" shall mean an Involuntary Termination
or a termination of the Participant's employment by the Participant for Good
Reason, in either case within one year following a Change in Control.
2.23. "Restricted Unit Account" shall have the meaning set forth in
Section 4.3.
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2.24. "Restricted Unit" shall mean a right granted by the Committee
pursuant to Section 4.1 to receive the value (as determined pursuant to the
Plan) of a share of Common Stock as of a specified date or as of the date of
occurrence of a specified event with none of the attendant rights of a
shareholder of such shares except to the extent otherwise provided herein.
2.25. "Retirement" shall mean a termination of the employment of the
Participant, after the Participant has attained 62, for any reason other than
death, Disability, Cause or Involuntary Termination.
2.26. "Share Price" shall mean, with respect to any Valuation Date
or Vesting Date, the average Fair Market Value over a period of 20 consecutive
Business Days ending on the fifth Business Day preceding such date; provided
that, in the case of a Vesting Dateor Valuation Date, if any portion of such
period shall include one or more Business Days falling within the period of time
after an announcement by the Company of quarterly financial results during which
Company insiders are generally permitted to engage in transactions involving
Company securities (an "Open Window Period"), then such
20-consecutive-Business-Day period shall instead end on the last Business Day
immediately preceding such Open Window Period.
2.27. "Valuation Date" shall mean (i) with respect to a termination
of service, the date of such termination of service; and (ii) with respect to a
termination of the Plan pursuant to Section 10.8, the date the Board or
Committee terminates the Plan.
2.28. "Vesting Date" shall have the meaning set forth in Section
5.1.
SECTION 3. GENERAL
3.1. Effective Date. The Plan shall be effective from and after May
7, 2008, until terminated as provided herein.
3.2. Administration. The Committee shall administer the Plan. The
Committee shall interpret the Plan and make all decisions with respect to the
rights of Participants hereunder; provided, however, that no member of the
Committee shall act on any matter in which such member has a particular or
special interest. In addition, the Committee shall have the authority to
accelerate at any time the Vesting Date of any outstanding unvested Restricted
Units.
3.3. Eligibility. The persons eligible to participate in the Plan
are all employees of the Company who are in the top management incentive
compensation group and any other employees of the Company or any other member of
the Albany Group who, with respect to any year, are approved for participation
by the Committee.
3.4. Indemnification of the Committee. In addition to such other
rights of indemnification as they may have as directors, as members of the
Committee or otherwise, the members of the Committee shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with an appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Restricted Units granted hereunder and against
all amounts paid
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by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his or her duties; provided that within sixty days after
institution of any such action, suit or proceeding, a Committee member shall in
writing offer the Company the opportunity, at its own expense, to handle and
defend the same.
SECTION 4. GRANT OF RESTRICTED UNITS AND ESTABLISHMENT OF RESTRICTED
UNIT ACCOUNT
4.1. Award of Restricted Units. The Committee may from time to time,
subject to the provisions of the Plan, in its discretion award Restricted Units
to eligible employees in such amounts as the Committee shall determine to award.
Each eligible employee to whom Restricted Units are awarded is referred to
herein as a "Participant."
4.2. Award Agreements. The award of any Restricted Units shall be
evidenced by a written agreement (the "Award Agreement") executed by the Company
and the Participant in accordance with its terms, stating the number of
Restricted Units awarded and such other terms and conditions of the award as the
Committee may from time to time determine.
4.3. Restricted Unit Account. The Company shall establish and
maintain on its books, for recordkeeping purposes only, an account (a
"Restricted Unit Account") for and on behalf of each Participant and will record
in such account the number of Restricted Units awarded to the Participant and
any additional Restricted Units credited to such Restricted Unit Account as Cash
Dividend Equivalents with respect to any Restricted Units pursuant to Section
5.4.
SECTION 5. VESTING OF RESTRICTED UNITS
5.1. Vesting Date. Unless otherwise provided in the Award Agreement,
in respect of any award of Restricted Units under the Plan, 20% of such
Restricted Units (including any additional Restricted Units credited as Cash
Dividend Equivalents with respect to such Restricted Units) shall vest in the
Participant on each anniversary of the date of grant of such Restricted Units
(each such date, a "Vesting Date").
5.2. Special Vesting. Unless otherwise provided in the Award
Agreement and except as provided in Section 7, in the event that a Participant's
employment with the Albany Group terminates due to death, Disability, Retirement
or Involuntary Termination, the Vesting Date for 50% of all unvested Restricted
Units credited to such Participant's Restricted Unit Account shall be
accelerated to the date of such termination.
5.3. Forfeiture of Restricted Units. Unless otherwise provided in
the Award Agreement and except as provided in Section 7, upon the effective date
of the termination of a Participant's employment with the Albany Group,
Participant shall automatically forfeit without consideration or any action
being required:
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(a) 50% of all unvested Restricted Units in the event of a
termination of Participant's employment for a reason specified in Section 5.2;
or
(b) 100% of all unvested Restricted Units in the event of a
termination of Participant's employment for any reason not specified in Section
5.2.
5.4. Cash Dividend Equivalents. The Company shall credit the
Restricted Unit Account of each Participant as of each date on which the Company
pays a cash dividend on shares of Common Stock (a "Dividend Payment Date"), with
additional Restricted Units, the number of which shall be determined by first
(i) multiplying the number of Restricted Units in the Participant's Restricted
Unit Account on the Dividend Payment Date by the per-share dollar amount of the
dividend so paid, and then (ii) dividing the resulting amount by the Fair Market
Value of a share of Common Stock on the Dividend Payment Date (such additional
Restricted Units being referred to herein as "Cash Dividend Equivalents"). The
additional Restricted Units credited to a Participant's Restricted Unit Account
as Cash Dividend Equivalents shall, as of the Dividend Payment Date, be treated
for purposes of vesting pursuant to Section 5.1 (and any other applicable terms
and conditions) as though part of the Restricted Units in relation to which such
additional Restricted Units were credited as Cash Dividend Equivalents.
5.5. Optional Terms and Conditions. To the extent not inconsistent
with the Plan, the Committee may prescribe such terms and conditions applicable
to an award of Restricted Units as it may in its discretion determine.
SECTION 6. PAYMENT OF RESTRICTED UNITS
As promptly as practicable after the Vesting Date and in no event later
than the later of (i) December 31 of the year in which the Vesting Date occurs,
and (ii) the 15th day of the third month following the Vesting Date, the Company
or one of its subsidiaries shall pay to the Participant or the Participant's
Beneficiary, as applicable, an amount in U.S. dollars equal to the product of
(i) the number of Restricted Units vesting on the Vesting Date multiplied by
(ii) the Share Price as of the Vesting Date.
SECTION 7. QUALIFYING TERMINATION
In the event of a Qualifying Termination, the provisions of this Section 7
shall apply notwithstanding any other provision herein to the contrary. Upon the
occurrence of a Qualifying Termination, the Vesting Date for 100% of all
unvested Restricted Units credited to such Participant's Restricted Unit Account
shall be accelerated to the date of such termination and shall be settled as set
forth in Section 6.
SECTION 8. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION
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 number and class of shares covered by the Restricted
Units and the value of any outstanding Restricted Units shall be appropriately
adjusted by the Committee, whose determination shall be conclusive.
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SECTION 9. FUNDING
9.1. Participant's Right Unsecured. The Plan shall be unfunded.
Amounts payable hereunder shall be paid from the general assets of the Company.
The right of any Participant or Beneficiary to receive payment under the
provisions of the Plan shall be an unsecured claim against the general assets of
the Company, and no provisions contained in the Plan shall be construed to give
any Participant or Beneficiary at any time a security interest in the Restricted
Unit Account or any other assets of the Company.
9.2. Establishment of Trust. The Company may establish a trust
pursuant to a trust agreement and make contributions thereto for the purpose of
assisting the Company in meeting its obligations in respect of benefits payable
under the Plan, provided that the trust fund will be available to pay the claims
of any creditor of the Company to whom a distribution may be made in accordance
with state and federal bankruptcy laws.
SECTION 10. MISCELLANEOUS
10.1. Non-Transferability. No Restricted Units shall be assignable
or transferable by the Participant, and no other person shall acquire any rights
therein other than by will, the laws of descent and distribution, or pursuant to
the designation of a Beneficiary pursuant to Section 10.6. The Restricted Units
shall not be pledged, hypothecated, sold, assigned or otherwise disposed of,
encumbered or transferred, in whole or in part. Any purported pledge,
hypothecation, sale, assignment or other disposition, encumbrance or transfer of
a Restricted Unit and any levy of any execution, attachment or similar process
upon a Restricted Unit, in whole or in part, shall be null and void and without
effect.
10.2. Withholding Taxes. Any payments made to a Participant under
the Plan may be net of an amount sufficient to satisfy any U.S. federal, state,
local or foreign withholding tax requirements.
10.3. 409A Delay. (a) Notwithstanding any provision to the contrary,
if, pursuant to the provisions of Section 409A of the Code, any payment is
required to be delayed as a result of a Participant being deemed to be a
"specified employee" within the meaning of that term under Section 409A(a)(2)(B)
of the Code, then any such payments under the Plan shall not be made prior to
the earlier of (A) the expiration of the six month period measured from the date
of the "separation from service" (as such term is defined in Treasury
Regulations issued under Section 409A of the Code) or (B) the date of the
Participant's death. Upon the expiration of such period, all payments under the
Plan delayed pursuant to this Section 10.3(a) shall be paid to the Participant
in a lump sum, and any remaining payments due under the Plan shall be paid or
provided in accordance with the normal payment dates specified for them herein.
(b) A payment may be delayed to the extent the Company reasonably
anticipates that, if the payment were made as scheduled, the Company's deduction
with respect to such payment would not be permitted due to the application of
Section 162(m) of the Code; provided, that the payment is made either during the
Participant's first taxable year in which the Company reasonably anticipates, or
should reasonably anticipate, that if the payment is made during such year, the
deduction of such payment will not be barred by application of Section
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162(m) of the Code or during the period beginning with the date of the
Participant's termination of employment with the Company and ending on the later
of (i) the last day of the taxable year of the Company in which the
Participant's employment terminated or (ii) the 15th day of the third month
following the termination of the Participant's employment; and provided,
further, that the delay in payment shall apply to all scheduled payments to the
Participant that could be delayed pursuant to the provisions of Section
1.409A-2(b)(7)(i) of the regulations promulgated pursuant to Section 409A and
the Company shall have treated and shall continue to treat all similarly
situated Participants on a reasonably consistent basis. Where the Participant is
a "specified employee" and subject to the delay set forth in Section 10.3(a)
above, the date that is six months after the Participant's termination of
employment shall be substituted for any reference to the Participant's
termination of employment for purposes of this Section 10.3(b).
10.4. No Right to Employment. Nothing in the Plan or in any agreement
entered into pursuant to the Plan shall confer upon any Participant the right to
continue in the employment of the Company or a subsidiary or affect any right
which the Company or a subsidiary may have to terminate the employment of such
Participant.
10.5. No Rights of Shareholders. Participants shall have no rights as
shareholders of the Company with respect to awards of Restricted Units.
10.6. Designation of Beneficiary. A Participant may at any time designate
a person or persons (the "Beneficiary") who shall receive, following the death
of the Participant, payments of the balances credited to his/her Restricted Unit
Account. Such designation may be made or changed by the Participant, at any time
thereafter, by a written instrument filed with the Committee or by the
Participant's will.
10.7. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of New York.
10.8. Amendment or Termination. The Plan may be amended or terminated at
any time by the Board or by the Committee; provided that, unless otherwise
required by law, including without limitation Section 409A of the Code, the
rights of a Participant with respect to outstanding Restricted Units granted
prior to such amendment or termination may not be impaired without the consent
of such Participant. Except as otherwise permitted by Section 409A of the Code,
each Restricted Unit Account shall continue to be paid in accordance with the
terms of the Plan and any applicable Award Agreement.
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