Kaydon Letterhead]
Exhibit
10.2
[Kaydon
Letterhead]
[Executive
Officer]
Dear
_________:
You are a
party to a Change in Control Compensation Agreement dated ________, 20__ with
Kaydon Corporation (“Kaydon”), which provides for certain payments upon your
termination 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 your Change in Control Compensation Agreement, if payments are triggered as a
result of your termination following a Change in Control, you are entitled to,
among other things, payment of (a) an amount equal to [one/three] times the
greater of (i) the average bonus payable to you over the most recent three year
fiscal period (or the period during which you have been employed by ▇▇▇▇▇▇ if
less than three years) or (ii) your target bonus for the year in which the
termination of employment occurs and (b) a pro rated bonus for each month or
partial month in the current fiscal year prior to the month of termination,
based on the greater of (i) the projected incentive compensation plan award for
the year in which termination of employment occurs or (ii) the incentive
compensation plan award to you for the most recently ended
year. 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
Change in Control Compensation Agreement and the Bonus Program is not intended
to result in a double payment of bonus amounts to you for the fiscal year in
which a Change in Control occurs, if you are terminated following such Change in
Control during such same fiscal year. Therefore, by execution of this
Letter Agreement you hereby confirm and acknowledge that any bonus amount paid
pursuant to Section 2b.i.B. of the Change in Control Compensation Agreement
shall be made net of any pro rated bonus amount previously paid to you pursuant
to Section 8(b) of the Bonus Program that is attributable to the same fiscal
year in which you are terminated following a Change in Control.
To the
extent necessary to give effect to the terms set forth herein, this Letter
Agreement shall be considered an amendment of your Change in Control
Compensation 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: