0001193125-09-048875 Sample Contracts

AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • March 10th, 2009 • Kadant Inc • Special industry machinery (no metalworking machinery) • Massachusetts

THIS AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT by and between KĀDANT INC., a Delaware corporation (the “Company”), and William A. Rainville (the “Executive”) is made as of December 9, 2008 (the “Effective Date”).

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KADANT INC. FORM OF FIRST AMENDMENT TO DIRECTOR RESTRICTED STOCK UNITS
Director Restricted Stock Units • March 10th, 2009 • Kadant Inc • Special industry machinery (no metalworking machinery)

Preamble. This amendment is effective as of December 9, 2008 with respect to the Director Restricted Stock Unit Award Agreement granted to the Recipient named below on the date specified (the “Agreement”). This amendment is made by Kadant Inc. (the “Company”) pursuant to the unilateral rights reserved under Section 7 of the Agreement to amend the Agreement to comply with Section 409A of the U.S. Internal Revenue Code.

KADANT INC. FORM OF FIRST AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNITS
Performance-Based Restricted Stock Units • March 10th, 2009 • Kadant Inc • Special industry machinery (no metalworking machinery)

Preamble. This amendment is effective as of December 9, 2008 with respect to the Performance-Based Restricted Stock Unit Award Agreements granted to the Recipient named below on the dates specified (the “Agreements”). This amendment is made by Kadant Inc. (the “Company”) pursuant to the unilateral rights reserved under Section 7 of the Agreements to amend the Agreements to comply with Section 409A of the U.S. Internal Revenue Code.

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