Common use of Termination In Connection With or Following Change in Control Clause in Contracts

Termination In Connection With or Following Change in Control. In the event that Executive incurs a Separation from Service (as defined below) under the circumstances stated in Subsection (a) during the period beginning on the date a third person begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps to effect a Change in Control and ending on the earlier of the complete abandonment of that effort, the date which is three years following the date a Change in Control is deemed to have occurred or the date this Agreement ceases to apply to Executive (the Protected Period), Kaydon will provide to Executive the rights and benefits described in Subsection (b), except as provided in Subsection (c). For purposes of this Agreement, “Separation from Service” or “Separates from Service” shall mean Executive’s termination of employment, as determined in accordance with Treas. Reg. §1.409A-1(h). Executive shall be considered to have experienced a termination of employment when the facts and circumstances indicate that Executive and Kaydon reasonably anticipate that either (i) no further services will be performed for Kaydon after a certain date, or (ii) that the level of bona fide services Executive will perform for Kaydon after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by Executive (whether as an employee or independent contractor) over the immediately preceding 36-month period (or the full period of services to Kaydon if Executive has been providing services to Kaydon for less than 36 months). If Executive is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between Executive and Kaydon shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or if longer, so long as Executive retains a right to reemployment with Kaydon under an applicable statute or by contract. If the period of a military leave, sick leave or other bona fide leave of absence exceeds six months and Executive does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered terminated for purposes of this Agreement as of the first date immediately following the end of such six-month period. In applying the provisions of this paragraph, the leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that Executive will return to perform services for Kaydon.