0001144204-12-042149 Sample Contracts

AGREEMENT
Agreement • August 1st, 2012 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

THIS AGREEMENT is made and entered into as of the 27th day of June, 2012, by and between LYDALL, INC., a Delaware corporation and/or its subsidiaries (together the "Company"), and David H. Williams (the "Employee").

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FORM (FOR FRENCH EMPLOYEES) OF LYDALL, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 1st, 2012 • Lydall Inc /De/ • Motor vehicle parts & accessories • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (“Lydall”), and the recipient (the “Recipient”) with respect to a Nonqualified Stock Option granted under Lydall’s 2012 Stock Incentive Plan (the "Plan") pursuant to the award letter (the “Award Letter”), dated [_________], from Lydall to the Recipient. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan.

FORM (FOR U.S. EMPLOYEES) OF LYDALL, INC. RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • August 1st, 2012 • Lydall Inc /De/ • Motor vehicle parts & accessories • Delaware

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (“Lydall”), and the recipient (the “Recipient”) with respect to an Award under Lydall’s 2012 Stock Incentive Plan (the “Plan”) pursuant to the award letter (the “Award Letter”), dated [_________], from Lydall to the Recipient. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

FORM (FOR U.S. EMPLOYEES) OF LYDALL, INC. PERFORMANCE SHARE AWARD AGREEMENT (Three-Year Period)
Share Award Agreement • August 1st, 2012 • Lydall Inc /De/ • Motor vehicle parts & accessories • Delaware

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (“Lydall”), and the recipient (the “Recipient”) with respect to an Award under Lydall’s 2012 Stock Incentive Plan (the “Plan”) pursuant to the award letter (the “Award Letter”), dated [_________], from Lydall to the Recipient. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

FORM (FOR GERMAN EMPLOYEES) OF LYDALL, INC. PERFORMANCE SHARE AWARD AGREEMENT (Three-Year Period)
Share Award Agreement • August 1st, 2012 • Lydall Inc /De/ • Motor vehicle parts & accessories • Delaware

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (“Lydall” or the “Company”), and the recipient (the “Recipient”) with respect to an Award under Lydall’s 2012 Stock Incentive Plan (the “Plan”) pursuant to the award letter (the “Award Letter”), dated [_________], from Lydall to the Recipient. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan, unless the context clearly requires otherwise.

FORM (FOR U.S. EMPLOYEES) OF LYDALL, INC. [NONQUALIFIED] [INCENTIVE] STOCK OPTION AGREEMENT
Stock Option Agreement • August 1st, 2012 • Lydall Inc /De/ • Motor vehicle parts & accessories • Delaware

THIS [NONQUALIFIED] [INCENTIVE] STOCK OPTION AGREEMENT (this “Agreement”) is made between Lydall, Inc., a Delaware corporation (“Lydall”), and the recipient (the “Recipient”) with respect to [a Nonqualified] [an Incentive] Stock Option granted under Lydall’s 2012 Stock Incentive Plan (the "Plan") pursuant to the award letter (the “Award Letter”), dated [_________], from Lydall to the Recipient. All capitalized terms used but not defined in this Agreement shall have the same meanings that have been ascribed to them in the Plan.

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