Kaydon Letterhead]
Exhibit
10.3
[Kaydon
Letterhead]
Xxxxx
X’Xxxxx
Dear Xx.
X’Xxxxx:
You are a
party to an Employment Agreement dated March 23, 2007 and amended on February
14, 2008 with Kaydon Corporation (“Kaydon”), which provides for certain payments
upon your termination including following a Change in Control, as defined
therein. You are also a participant under the Kaydon Executive
Management Bonus Program, as amended (the “Bonus Program”).
Pursuant
to Sections 4 and 5(b) of the Employment Agreement, upon certain events of
termination, including certain termination events following a Change in Control,
you are entitled to, among other things, payment of a pro rated bonus for the
fiscal year in which termination occurs. Further, pursuant to the
Bonus Program, if a Change in Control, as defined by the Bonus Program, occurs
you will be entitled under Section 8(b) of the Bonus Program to payment of a pro
rated bonus for the fiscal year in which the Change in Control occurs, whether
or not your employment terminates.
By
execution of this letter you confirm and acknowledge that the operation of your
Employment Agreement and the Bonus Program is not intended to result in a double
payment of bonus amounts to you upon termination or for the fiscal year in which
a Change in Control occurs, if you are terminated following such Change in
Control during the same fiscal year. Therefore, by execution of this
Letter Agreement you hereby confirm and acknowledge that any bonus amounts paid
pursuant to Section 5(b) of the Employment Agreement shall be calculated taking
into account, and net of, any pro rated bonus amount previously paid to you
pursuant to the Bonus Program, including under Section 8(b) of the Bonus
Program, to the extent such amount is attributable to the same fiscal year in
which you are terminated. Further, to the extent your Employment
Agreement specifies treatment of payments under the Bonus Plan upon any of the
termination events described in Section 8(a) of the Bonus Plan, the provisions
of Section 8(a) of the Bonus Plan shall not apply to you and the Employment
Agreement will control.
To the
extent necessary to give effect to the terms set forth herein, this Letter
Agreement shall be considered an amendment of your Employment
Agreement.
| Very truly yours, | |||
| KAYDON CORPORATION | |||
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By:
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Name:
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Title:
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Acknowledged
and accepted ________, 20__
___________________________________
Name:
