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) February 15, 2008
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 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))
Item 1.01 Entry into a Material Definitive Agreement
Restricted Stock Units Granted under 2003 Restricted Unit Plan
On February 15, 2008, the Compensation Committee of the Registrant's Board of
Directors approved the grant of Restricted Stock Units under the Registrant's
2003 Restricted Stock Unit Plan to certain of the Registrant's executives,
including certain of the Registrant's named executive officers (as defined by
S-K Item 402(a)(3)). A copy of the Form of Stock Unit Award Agreement used for
such awards is being filed with this report as Exhibit 10(l)(v), and is
incorporated by reference herein.
Awards to each recipient consist of a grant of a specified number of restricted
stock units (RSUs). Upon vesting, each RSU is paid in full in cash, in an amount
equal to the average closing price of one share of the Company's Class A Common
Stock during a specified period preceding the vesting/payment date. No shares of
Class A Common Stock are issued or issuable under the RSU Plan. There is no
exercise price. In lieu of cash dividends, a holder of RSUs is credited with
additional RSUs equal to the number of shares of Class A Common Stock having the
same value on the dividend payment date as the aggregate dividends that would be
payable on shares of Class A Common Stock equal in number to the RSUs held by
such holder. These RSU awards vest (and are immediately paid in cash) as to 25%
of the awarded units on each of the following dates, but only if the holder is
then employed by the Company or a subsidiary: March 1, 2011, September 1, 2011,
March 1, 2012 and September 1, 2012, or upon termination following a change of
control as defined in the award agreement. In the event of termination of
employment, all unvested RSUs terminate without payment, except that, in the
case of death, disability, or involuntary termination, one-half of all unvested
RSUs automatically vest and are paid at termination.
The number of restricted stock units awarded to the executive officers were as
follows: Joseph G. Morone, 100,000 shares; Michael C. Nahl, 32,000 shares;
Daniel A. Halftermeyer, 27,000 shares; Ralph M. Polumbo, 27,000 shares; Mike J.
Joyce, 27,000 shares, David B. Madden, 27,000 shares, and Robert Hansen, 24,000
shares.
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: February 20, 2008
EXHIBIT INDEX
Exhibit No. Description
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10(l)(v) Restricted Unit Award Agreement
Exhibit 10(l)(v)
RESTRICTED UNIT AWARD AGREEMENT
pursuant to the
ALBANY INTERNATIONAL CORP.
2003 RESTRICTED STOCK UNIT PLAN
* * * * *
Participant: XXXXXXX
Award Date: February 15, 2008
Number of Restricted Units Awarded: XXX
* * * * *
THIS AWARD AGREEMENT, dated as of the Award Date specified above, is
entered into by and between Albany International Corp. (the "Company"), and the
Participant specified above, pursuant to the Albany International Corp. 2003
Restricted Stock Unit Plan, as in effect and as amended from time to time (the
"Plan"); and
WHEREAS, as an incentive to encourage the Participant to remain in
the employ of the Company and its subsidiaries by affording the Participant a
greater interest in the success of the Company and its subsidiaries, the Company
desires to grant the Participant the Restricted Units provided herein;
WHEREAS, the Participant desires to obtain such Restricted Units on
the terms and conditions provided for herein;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein set forth and other good and valuable considerations receipt of
which is hereby acknowledged, the Company and the Participant agree as follows:
1. Incorporation By Reference; Plan Document Receipt. Except as
otherwise provided herein, this Award Agreement is subject in all respects to
the terms and provisions of the Plan (including, without limitation, any
amendments thereto adopted at any time and from time to time and which are
expressly intended to apply to the grant of the Restricted Units provided for
herein), all of which terms and provisions are made a part of and incorporated
in this Award Agreement as if they were expressly set forth herein. Any
capitalized term not defined in this Award Agreement shall have the same meaning
as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt
of a true copy of the Plan and that the Participant has read the Plan carefully
and fully understands its content. In the event of a conflict between the terms
of this Award Agreement and the terms of the Plan, the terms of the Plan shall
control.
2. Award of Restricted Units; Credit to Restricted Unit Account.
Subject to the terms hereof and the Plan, the Company hereby grants to the
Participant, as of the Award Date specified above, the number of Restricted
Units specified above. The Company shall record such Restricted Units in the
Participant's Restricted Unit Account.
3. Vesting. As permitted in Section 5.1 of the Plan, the following
Vesting Dates shall apply with respect to the Restricted Units (including any
additional Restricted Units credited as Cash Dividend Equivalents with respect
to such Restricted Units) awarded hereunder and shall supercede any contrary
provision in Section 5.1:
a. Twenty-five (25%) of such Restricted Units (including any
additional Restricted Units credited as Cash Dividend
Equivalents with respect to such Restricted Units) shall vest
on March 1, 2011, subject to the Participant being employed
with the Albany Group on such Vesting Date;
b. Twenty-five percent (25%) of such Restricted Units (including
any additional Restricted Units credited as Cash Dividend
Equivalents with respect to such Restricted Units) shall vest
on September 1, 2011, subject to the Participant being
employed with the Albany Group on such Vesting Date;
c. Twenty-five (25%) of such Restricted Units (including any
additional Restricted Units credited as Cash Dividend
Equivalents with respect to such Restricted Units) shall vest
on March 1, 2012, subject to the Participant being employed
with the Albany Group on such Vesting Date;
d. Twenty-five percent (25%) of such Restricted Units (including
any additional Restricted Units credited as Cash Dividend
Equivalents with respect to such Restricted Units) shall vest
on September 1, 2012, subject to the Participant being
employed with the Albany Group on such Vesting Date
4. Additional Special Vesting. The special vesting provisions set
forth in Section 5.2 of the Plan shall apply to the Restricted Units (including
any additional Restricted Units credited as Cash Dividend Equivalents with
respect to such Restricted Units) awarded hereunder. In addition to the
provisions of Section 5.2 of the Plan, and in addition to the provisions of
Section 8 of the Plan, in the event Participant's employment with the Albany
Group terminates due Involuntary Termination following 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, the Vesting Date for 100% of all
unvested Restricted Units credited to Participant's Restricted Unit Account
pursuant to this Award Agreement shall be accelerated to such date of
termination.
5. Forfeiture of Restricted Units Upon Voluntary Retirement.
Notwithstanding anything to the contrary in Section 5.2 of the Plan or this
Award Agreement, in the event the Participant's employment with the Albany Group
terminates due to Retirement before December 31, 2010, the Restricted Units
granted to the Participant pursuant to this Award Agreement shall not vest and
Participant shall forfeit, without any consideration therefor or action being
required, 100% of all unvested Restricted Units (including any additional
Restricted
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Units credited as Cash Dividend Equivalents with respect to such Restricted
Units) credited to Participant's Restricted Unit Account pursuant to this Award
Agreement.
6. Settlement; Payment Delay. The Restricted Units (including any
additional Restricted Units credited as Cash Dividend Equivalents with respect
to such Restricted Units) credited to Participant's Restricted Unit Account
pursuant to this Award Agreement shall be settled in accordance with the
provisions of the Plan, including without limitation Section 6.1.
Notwithstanding any provision to the contrary, if, pursuant to the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder (the "Code"), any payment is required to be
delayed as a result of the 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
paragraph 6 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.
7. Amendment and Waiver. Neither this Award Agreement nor any
provision hereof may be amended, modified, changed, discharged, terminated or
waived orally, by any course of dealing or purported course of dealing or by any
other means except (a) in the case of an amendment, modification, change or
waiver that does not impair the rights of the Participant with respect to
outstanding Restricted Units or that is deemed by the Committee to be advisable
to avoid the imposition of any tax under Section 409A of the Code, by written
notice to the Participant or (b) an agreement in writing signed by the Company
and the Participant. No such written notice of agreement shall extend to or
affect any provision of this Award Agreement not expressly amended, modified,
changed, discharged, terminated or waived or impair any right consequent on such
a provision. The waiver of or failure to enforce any breach of this Award
Agreement shall not be deemed to be a waiver of or acquiescence in any other
breach hereof.
8. Notices. Any notice required or permitted under this Award
Agreement shall be in writing and shall be deemed properly given:
8.1 in the case of notice to the Company, if delivered in person to
the Secretary of the Company, or mailed to the Company to the attention of the
Secretary by registered mail (return receipt requested) at P.O. Box 1907,
Albany, New York 12201, or at such other address as the Company may from time to
time hereafter designate by written notice to the Participant; and
8.2 in the case of notice to the Participant, if delivered to him or
her in person, or mailed to him or her by registered mail (return receipt
requested) at the last known residence address provided by Participant to the
Company or at such other address as the Participant may from time to time
hereafter designate by written notice to the Company.
9. Governing Law. This Award Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
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10. Binding Agreement; Assignment. This Award Agreement shall inure
to the benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Participant shall not assign any part of this Award
Agreement without the prior express written consent of the Company.
11. Counterparts. This Award Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.
12. Headings. The titles and headings of the various sections of
this Award Agreement have been inserted for convenience of reference only and
shall not be deemed to be a part of this Award Agreement.
13. Further Assurances. Each party hereto shall do and perform (or
shall cause to be done and performed) all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents
as any other party hereto reasonably may request in order to carry out the
intent and accomplish the purposes of this Award Agreement and the Plan and the
consummation of the transactions contemplated thereunder.
14. Severability. The invalidity or unenforceability of any
provisions of this Award Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Award Agreement in
such jurisdiction or the validity, legality or enforceability of any provision
of this Award Agreement in any other jurisdiction, it being intended that all
rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.
15. Acceptance of Restricted Units. Unless, within 45 days following
the date of this Award Agreement, the Company has received written notice from
the Participant rejecting the Restricted Units, this Award Agreement shall be
deemed to have been accepted by the Participant and shall constitute a legal and
binding agreement between the Participant and the Company.
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IN WITNESS WHEREOF, the Company has duly executed this Award
Agreement as of the Award Date specified above.
ALBANY INTERNATIONAL CORP.
___________________________
Name:
Title:
___________________________
Participant
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