0001362310-08-006274 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) was originally entered into on March 23, 2007, and became effective on March 26, 2007 (the “Effective Date”), by and between KAYDON CORPORATION, a Delaware corporation (the “Company”), and JAMES O’LEARY, an individual (“Executive”), was amended effective February 14, 2008, and is hereby further amended and restated, effective October 23, 2008, to reflect the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to make certain other clarifying changes.

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NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings • Delaware

THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of _____ by and between KAYDON CORPORATION , a Delaware corporation (the “Company”), and (the “Optionee”). The Company has granted to the Optionee an option to purchase certain shares of Stock, upon the terms and conditions set forth in this Option Agreement (the “Option”).

RESTRICTED STOCK AGREEMENT KAYDON CORPORATION 1999 Long Term Stock Incentive Plan
Restricted Stock Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings • Delaware

This Restricted Stock Agreement (the “Agreement”) is made as of the Grant Date between KAYDON CORPORATION, a Delaware corporation (the “Company”), and James O’Leary (“Grantee”).

Contract
Non-Employee Directors Equity Plan Restricted Stock Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings • Delaware

This Restricted Stock Agreement (the “Agreement”) is made as of _____ (the “Grant Date”) between KAYDON CORPORATION, a Delaware corporation (the “Company”), and (“Grantee”). Pursuant to the Kaydon Corporation 2003 Non-Employee Directors Equity Plan (the “Plan”) the Grantee has been granted shares of common stock of the Company, subject to the terms and conditions contained in this Agreement and in the Plan. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan.

PHANTOM SHARE AWARD AGREEMENT
Phantom Share Award Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings • Michigan

This Phantom Share Award Agreement (the “Agreement”) is made as of the Grant Date between _____ (the “Company”), and the grantee named above (“Grantee”), with reference to the stock of KAYDON CORPORATION, a Delaware corporation (“Kaydon”).

RESTRICTED STOCK AGREEMENT KAYDON CORPORATION 1999 Long Term Stock Incentive Plan
Restricted Stock Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings • Delaware

This Restricted Stock Agreement (the “Agreement”) is made as of the Grant Date between KAYDON CORPORATION, a Delaware corporation (the “Company”), and _____ (“Grantee”).

FORM OF AMENDED AND RESTATED KAYDON CORPORATION CHANGE IN CONTROL COMPENSATION AGREEMENT
Compensation Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings

AGREEMENT made and executed October 23, 2008 between KAYDON CORPORATION, a Delaware corporation, 315 East Eisenhower Parkway, Suite 300, Ann Arbor, Michigan 48108 (Kaydon), and _____ (the Executive). This Agreement was initially entered into and effective _____, 200_.

FIRST AMENDMENT OF THE KAYDON CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT TRUST
Kaydon Corp • October 28th, 2008 • Ball & roller bearings

This First Amendment of the Kaydon Corporation Supplemental Executive Retirement Trust, dated as of March 3, 1998 (the “Trust Agreement”), by and between Kaydon Corporation (the “Company”) and Wachovia Bank, N.A. (the “Trustee” and together with the Company, the “Parties”), is hereby made as of the 23rd day of October, 2008, by and between the Company and the Trustee:

KAYDON CORPORATION 1999 LONG TERM STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Long Term Stock Incentive Plan Non-Qualified Stock Option Agreement • October 28th, 2008 • Kaydon Corp • Ball & roller bearings • Delaware

NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of _____, 200_____; between KAYDON CORPORATION, a Delaware corporation (the “Corporation”), and _____ (“Optionee”).

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