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) January 1, 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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On November 16, 2007, the Compensation Committee of the Registrant's Board of
Directors approved an amendment and restatement of the Registrant's Supplemental
Executive Retirement Plan (the "SERP Plan"), effective January 1, 2008. The
purpose of the amendment was to effectuate changes that would ensure that the
Plan conforms to Section 409A of Internal Revenue Code of 1986. A copy of this
restatement is furnished as Exhibit 10(n)(i) to this report.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits. The following exhibit is being furnished herewith:
10(n)(i) Supplemental Executive Retirement Plan, adopted as of
January 1, 1994, as amended and restated as of January 1,
2008.
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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: January 2, 2008
EXHIBIT INDEX
Exhibit No. Description
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10(n)(i) Supplemental Executive Retirement Plan, adopted as of January
1, 1994, as amended and restated as of January 1, 2008.
Exhibit 10(n)(i)
ALBANY INTERNATIONAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective as of
January 1, 1994
As amended and restated
as of January 1, 2008
ARTICLE 1 DEFINITIONS ....................................... 1
A. Actuarial Equivalent .............................. 1
B. Aggregate Credited Service ........................ 1
C. Beneficiary ....................................... 1
D. Benefit ........................................... 1
E. Board of Directors ................................ 1
F. Committee ......................................... 1
G. Compensation ...................................... 1
H. Compensation Limit ................................ 1
I. Corporation ....................................... 1
J. Employee .......................................... 1
K. ERISA ............................................. 1
L. IRC ............................................... 1
M. Participant ....................................... 2
N. Pension Plus Plan ................................. 2
O. Plan .............................................. 2
P. Prosperity Plus Plan .............................. 2
ARTICLE 2 EFFECTIVE DATE .................................... 2
ARTICLE 3 PARTICIPATION IN THE PLAN ......................... 2
ARTICLE 4 BENEFITS .......................................... 2
A. Determination of Benefits ......................... 2
B. Form and Timing of Benefit Payments ............... 3
C. Vesting ........................................... 4
ARTICLE 5 PLAN ADMINISTRATION ............................... 4
A. The Committee ..................................... 4
B. Power, Duties, Etc ................................ 4
ARTICLE 6 MISCELLANEOUS ..................................... 5
A. Amendment ......................................... 5
B. Termination ....................................... 5
C. Funding ........................................... 6
D. Benefits Not Assignable ........................... 7
E. Plan Not a Contract of Employment ................. 7
F. Benefits Payable to Minors, Incompetents and
Others .......................................... 7
G. Construction ...................................... 7
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ARTICLE 1
DEFINITIONS
A. Actuarial Equivalent. The determination of one benefit as actuarially
equivalent to another benefit using the actuarial assumptions used for such
purpose under the Pension Plus Plan.
B. Aggregate Credited Service. "Aggregate Credited Service" as defined in
the Pension Plus Plan.
C. Beneficiary. Any person entitled to receive any payment of benefits due
under the Pension Plus Plan with respect to a Participant after the
Participant's death, whether pursuant to the Participant's designation or
otherwise.
D. Benefit. The benefit payable to a Participant or Beneficiary pursuant
to Article IV of the Plan. A Participant's Benefit under the Plan shall be
segregated into a "Grandfathered" Benefit and a "Non-Grandfathered" Benefit. The
Grandfathered Benefit means the portion of a Participant's Benefit that was
earned and vested as of December 31, 2004. The Non-Grandfathered Benefit means
the portion of a Participant's Benefit that accrued or became vested on or after
January 1, 2005.
E. Board of Directors. The Board of Directors of the Corporation, and any
persons empowered by the Corporation's certificate of incorporation, the
Corporation's by-laws or resolution of the Board of Directors of the
Corporation, to exercise the powers of the Board of Directors of the Corporation
with respect to the Plan.
F. Committee. The Employee Benefits Committee appointed by the Board of
Directors to be the administrator of the Pension Plus Plan pursuant to Article
VII thereof.
G. Compensation. "Compensation" as defined in the Pension Plus Plan, but
determined without regard to the Compensation Limit.
H. Compensation Limit. The limitations contained in IRC Section
401(a)(17), as amended from time to time.
I. Corporation. Albany International Corp. and any successor thereto.
J. Employee. Any person employed by the Corporation or a "Participating
Affiliate" (as defined in the Pension Plus Plan) on a salaried basis who is an
"Eligible Employee" (as defined in the Pension Plus Plan) under the Pension Plus
Plan.
K. ERISA. The Employee Retirement Income Security Act of 1974, as amended.
L. IRC. The Internal Revenue Code of 1986, as amended.
M. Participant. Any Employee who is eligible to participate in the Plan
pursuant to Article III hereof.
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N. Pension Plus Plan. The Albany International Corp. Pension Plus Plan, as
it may be amended from time to time.
O. Plan. The Albany International Corp. Supplemental Executive Retirement
Plan, as it may be amended from time to time.
P. Prosperity Plus Plan. The Albany International Corp. Prosperity Plus
Plan, as it may be amended from time to time.
ARTICLE 2
EFFECTIVE DATE
The Plan shall be effective January 1, 1994 with respect to Participants
whose benefit payments under the Pension Plus Plan commence or will commence on
or after January 1, 1994. Effective as of January 1, 2008, the Plan is amended
and restated to comply with the requirements of IRC Section 409A. The Plan is
intended, and shall be construed, to comply with IRC Section 409A so as to avoid
the excise tax penalties, interest penalties, and income inclusion rules of IRC
Section 409A.
ARTICLE 3
PARTICIPATION IN THE PLAN
An Employee who is a participant in the Pension Plus Plan shall become a
Participant in this Plan effective as of the date on which (a) his Compensation
during any calendar year beginning on or after January 1, 1994 exceeds the
limitations set forth in IRC Section 401(a)(17) or (b) his benefits under the
Pension Plus Plan are limited by reason of the application of the limitations of
IRC Sections 401(a)(4) or 415 (including the combined limitations contained in
IRC Section 415 on benefits payable under the Pension Plus Plan and the
Prosperity Plus Plan), including the treasury regulations promulgated
thereunder. An Employee who becomes a Participant shall remain a Participant so
long as he is entitled to any benefits under the Plan.
ARTICLE 4
BENEFITS
A. Determination of Benefits
1. Excess Article IV Benefits. A Participant's or Beneficiary's
Benefit under this Section IV.A.1 of the Plan shall be determined as the
excess, if any, of:
(a) the Actuarial Equivalent of the amount of monthly benefits
to which such Participant or Beneficiary would have been entitled
under Article IV of the Pension Plus Plan, determined without regard
to Appendix
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L of such plan, and determined without regard to (i) the
Compensation Limit and (ii) the limitations imposed pursuant to IRC
Sections 401(a)(4) and 415, expressed as a single life annuity; over
(b) the Actuarial Equivalent of the amount of monthly benefits
to which such Participant or Beneficiary actually is entitled from
time to time under Article IV of the Pension Plus Plan, determined
without regard to Appendix L of such plan, and expressed as a single
life annuity.
2. Excess Appendix L Benefits. A Participant's or Beneficiary's
benefit under this Section IV.A.2 of the Plan shall be determined as the
excess, if any, of (1) the Account credits provided for in Section I of
Appendix L of the Pension Plus Plan, over (2) the Account credits actually
credited to and payable from such Participant's Account under Appendix L
of the Pension Plus Plan, after application of the limits described in
Section II of Appendix L.
B. Form and Timing of Benefit Payments
1. Excess Article IV Benefits. The Actuarial Equivalent of a
Participant's or Beneficiary's Benefit under Section IV.A.1 of the Plan
shall be paid to the Participant or Beneficiary at the time and in the
form as provided below:
(a) Payment of a Participant's Grandfathered Benefit shall
commence at the same time as benefits to such Participant or
Beneficiary under the Pension Plus Plan commence, unless the
Committee directs that the Actuarial Equivalent of the Participant's
Grandfathered Benefit shall be paid at a different time. A
Participant's Non-Grandfathered Benefit shall be paid or commence as
of the first day of the month following the date that is sixth
months following the date of the Participant's termination of
employment with the Corporation.
(b) A Participant's Grandfathered Benefit shall be paid in the
form as benefits are paid to such Participant or Beneficiary under
the Pension Plus Plan, unless the Committee directs that the
Actuarial Equivalent of the Participant's Grandfathered Benefit
shall be paid in a different form. A Participant's Non-Grandfathered
Benefit shall be paid in the form elected by the Participant. A
Participant with a Non-Grandfathered Benefit shall be permitted to
elect any one of the following forms of payment: a 50%, 66 2/3%, or
100% joint and survivor annuity; a life annuity, a five (5) year
certain annuity, or a ten (10) year certain annuity. However, such
election must be made within thirty days of when a Participant
commences participation in the Plan, and such election shall be
irrevocable. For purposes of this subsection (b), a Participant is
considered to commence participation in the Plan as of the January 1
following the first year the Participant accrues a Benefit under the
Plan. In the event a Participant or Beneficiary fails to timely
elect a form of payment for the Non-Grandfathered Benefit, the
Non-Grandfathered Benefit shall be paid in the form of a single life
annuity.
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2. Excess Appendix L Benefits. The actual amount of any
Participant's Benefit under Section IV.A.2 of the Plan shall be paid to
the Participant in cash as soon as practicable after it accrues.
3. Taxes. Any payments hereunder shall be subject to any applicable
tax withholding requirements.
C. Vesting
Notwithstanding anything in this Plan to the contrary, no Participant or
Beneficiary shall be entitled to receive any benefits under Section IV.A.1 of
this Plan unless the Participant (1) is actually employed by the Corporation or
an "Affiliate" (as defined in the Pension Plus Plan) on or after his attainment
of age 55 and (2) has completed ten years of Aggregate Credited Service.
ARTICLE 5
PLAN ADMINISTRATION
A. The Committee
1. The Plan shall be administered by the Committee.
2. The Committee shall act by a majority of its members at any time
in office and such action may be taken either by a vote at a meeting or in
writing without a meeting. The Committee may authorize any person to
execute any document or documents on its behalf, and any interested
person, upon receipt of notice of such authorization directed to it, may
thereafter accept and rely upon any document executed by such authorized
person until the Committee shall deliver to such interested person a
revocation of such authorization.
3. A member of the Committee who also is a Participant shall be
disqualified from voting or acting upon any matter relating specifically
to the Participant.
B. Power, Duties, Etc. of the Committee
1. The Committee shall have the power to construe the Plan and to
determine all questions of fact that may arise thereunder, and any such
construction or determination shall be conclusively binding upon all
persons interested in the Plan.
2. Subject to the terms of the Plan, the Committee may establish
rules and procedures satisfactory to it for the administration of the Plan
and the transaction of its business.
3. All payments of benefits or expenses of the Plan shall be made by
the Corporation at the direction of the Committee.
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4. The Committee shall have all the rights, powers, duties and
obligations granted or imposed upon it elsewhere in the Plan.
5. The Committee may designate other persons to carry out the
responsibilities of the Committee provided for hereunder.
6. To the extent permitted under applicable law, the Committee shall
not be subject to and shall be indemnified by the Corporation for any
liabilities arising from any action or omission respecting the Plan.
ARTICLE 6
MISCELLANEOUS
A. Amendment
The Board of Directors and the Employee Benefits Committee (each acting by
an appropriately adopted resolution at a meeting or action in writing without a
meeting) shall each have the right at any time to amend the Plan in whole or in
part, effective retroactively, or otherwise; provided, however, that no
amendment shall decrease the amount that would be payable to a Participant or
Beneficiary hereunder determined as if the Participant terminated employment
with the Corporation immediately prior to such amendment and had begun to
receive retirement benefits under the Pension Plus Plan, so long as the
Participant had attained age 55 and had completed ten years of Aggregate
Credited Service under the Pension Plus Plan on the date such amendment is
adopted.
B. Termination
The Board of Directors (acting by an appropriately adopted resolution at a
meeting or action in writing without a meeting) reserves the right to terminate
the Plan; provided, however, that such termination shall not decrease the amount
payable to a Participant or Beneficiary hereunder determined as if the
Participant had terminated employment with the Corporation immediately prior to
the termination of the Plan and had begun to receive retirement benefits under
the Pension Plus Plan, so long as the Participant had attained age 55 and had
completed ten years of Aggregate Credited Service under the Pension Plus Plan on
the date on which the Plan is terminated. All other provisions of the Plan shall
remain in effect unless otherwise amended.
Unless payment is permitted earlier under IRC Section 409A, payment of a
Participant's Grandfathered Benefit shall be made in a lump sum within thirty
days of the termination of the Plan. Payment of a Participant's
Non-Grandfathered Benefit shall be made in a lump sum within thirty days of the
one year anniversary of the termination of the Plan. Notwithstanding the above,
Participants who are receiving payments of their Non-Grandfathered Benefit on
the date the Plan is terminated shall continue to receive distributions in
accordance with their payment election during this one year period. At the end
of the period such Participant will receive a distribution of the balance of
his/her Non-Grandfathered Benefit.
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C. Funding
The Benefits payable under the Plan shall be unfunded. Benefits under the
Plan shall be paid from the general assets of the Corporation. The Corporation
may establish a trust pursuant to a trust agreement and make contributions
thereto for the purpose of assisting the Corporation in meeting its obligations
in respect of Benefits payable under the Plan. Any such trust agreement shall
contain procedures to the following effect:
(a) In the event of the insolvency of the Corporation, the trust
fund will be available to pay the claims of any creditor of the
Corporation to whom a distribution may be made in accordance with state
and federal bankruptcy laws. The Corporation is subject to a pending
proceeding as a debtor under the federal Bankruptcy Code (or any successor
federal statute) or any state bankruptcy code. In the event the
Corporation becomes insolvent, the Board of Directors and chief executive
officer of the Corporation shall notify the trustee of that event as soon
as practicable. Upon receipt of such notice, or if the trustee receives
other written allegation of the Corporation's insolvency, the trustee
shall cease making payments of benefits from the trust fund, shall hold
the trust fund for the benefit of the Corporation's creditors, and shall
take such steps that are necessary to determine within 30 days whether the
Corporation is insolvent. In the case of the trustee's actual knowledge of
or other determination of the Corporation's insolvency, the trustee will
deliver assets of the trust fund to satisfy claims of the Corporation's
creditors as directed by a court of competent jurisdiction;
(b) The trustee shall resume payment of benefits under the trust
agreement only after the trustee has determined that the Corporation is
not insolvent (or is no longer insolvent, if the trustee had previously
determined the Corporation to be insolvent) or upon receipt of an order of
a court of competent jurisdiction requiring such payment. If the trustee
discontinues payment of benefits pursuant to Paragraph (a) of this Section
and subsequently resumes such payment, the first payment on account of a
Participant following such discontinuance shall include an aggregate
amount equal to the difference between the payments which would have been
made on account of such Participant under the trust agreement and the
aggregate payments actually made on account of such Participant by the
Corporation during any such period of discontinuance, plus interest on
such amount at a rate equivalent to the net rate of return earned by the
trust fund during the period of such discontinuance.
D. Benefits Not Assignable
Benefits provided under the Plan may not be anticipated, assigned (either
at law or in equity), alienated or subject to attachment, garnishment, levy,
execution or other legal or equitable process other than pursuant to the laws of
descent and distribution. The foregoing notwithstanding, a valid beneficiary
designation filed in accordance with
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Appendix L of the Pension Plus Plan shall also govern the payment of any
benefits under Section IV.A.2 of this Plan in case of the death of a
Participant.
E. Plan Not a Contract of Employment
The Plan is not a contract of employment, and the terms of employment of
any employee of the Corporation or its "Affiliates" (as defined in the Pension
Plus Plan) shall not be affected in any way by the Plan or related instruments
except as specifically provided in the Plan or such related instruments. The
establishment of the Plan shall not be construed as conferring any legal rights
upon any Employee for a continuation of employment, nor shall it interfere with
the right of the Corporation or an "Affiliate" (as defined in the Pension Plus
Plan) to discharge any employee and to treat him without regard to the effect
which such treatment might have upon him as a Participant. Each Participant and
all persons who may have or claim any right by reason of his participation shall
be bound by the terms of the Plan and all Agreements entered into pursuant
thereto.
F. Benefits Payable to Minors, Incompetents and Others
In the event any benefit is payable to a minor or an incompetent or to a
person otherwise under a legal disability, or who, in the sole discretion of the
Committee, is by reason of advanced age, illness or other physical or mental
incapacity incapable of handling and disposing of his property, or otherwise is
in such position or condition that the Committee believes that such person could
not utilize the benefit for his support or welfare, the Committee shall have
discretion to apply the whole or any part of such benefit directly to the care,
comfort, maintenance, support, education or use of such person, or pay the whole
or any part of such benefit to the parent of such person, the guardian,
committee, conservator or other legal representative, wherever appointed, of
such person, the person with whom such person is residing, or to any other
person having the care and control of such person. The receipt of any such
person to whom such payment on behalf of any Participant or Beneficiary is made
shall be sufficient discharge therefor.
G. Construction
1. The Plan is intended to qualify as an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select
group of management or highly compensated employees as referred to in
Section 201(2) of ERISA, and its terms shall be interpreted accordingly.
Otherwise, the laws of the State of New York shall control the
interpretation and performance of the terms of the Plan.
2. If any provision of the Plan, or the application of any such
provision to any person or circumstances, shall be invalid under any
federal or state law, neither the application of such provision to persons
or circumstances other than
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those as to which such provision is invalid nor any other provisions of
the Plan shall be affected thereby.
3. The headings and in the Plan have been inserted for convenience
of reference only, and are to be ignored in any construction of the
provisions thereof.
IN WITNESS WHEREOF, the Corporation has caused this Restatement to be duly
executed on December 10, 2007 but effective as of January 1, 2008.
ALBANY INTERNATIONAL CORP.
By: /s/ Charles J. Silva, Jr.
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Its: Vice President- General Counsel
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ATTEST:
/s/ Joseph M. Gaug
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