UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 15, 2006
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Performance Bonus Awards Granted under 2005 Incentive Plan
On February 15, 2006, the Performance Committee of the Registrant's Board of
Directors approved the grant of 2006 Performance Bonus Awards under the
Registrant's 2005 Incentive Plan to certain of the Registrant's executives,
including certain of the Registrant's named executive officers (as defined by
S-K Item 402(a)(3)). A copy of the Form of Performance Bonus Agreement used for
such awards is being filed with this report as Exhibit 10(m)(x), and is
incorporated by reference herein.
Awards to each recipient, including the named executive officers specified
below, consist of a target amount of shares of the Registrant's Class A Common
Stock ("Shares"). Each award entitles the recipient to receive an amount of
Shares equal to from 0% to 200% of such target amount, based upon the extent to
which he or she attains certain performance goals during 2006. Success in
achieving such goals will be determined during early 2007 by the Compensation
Committee (or, with respect to awards to certain officers, by a Performance
Committee of "outside directors" (within the meaning of Section 162(m) of the
Internal Revenue Code and related IRS regulations)), and the number of Shares
earned by each recipient will be credited to a bonus account. Once in the bonus
account, these awards will be paid out as follows: (1) 25% in early 2007, in
cash, (2) 50% in early 2008, half in cash and half in Shares, and (3) the
remaining 25% in early 2009, half in cash and half in Shares.
The target Share amounts for the named executive officers granted awards were as
follows: Joseph G. Morone, 42,000 Shares; Michael C. Nahl, 14,000 Shares;
William M. McCarthy, 10,000 Shares; and Dieter Polt , 7,000 Shares.
Performance goals for the award recipients, including the named executive
officers, consist of one or more of the following: consolidated operating
income, increasing business corridor or segment operating income, and other
metrics tied to the recipient's specific job function.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALBANY INTERNATIONAL CORP.
By: /s/ Charles J. Silva, Jr.
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Name: Charles J. Silva, Jr.
Title: Vice President and General Counsel
Date: February 22, 2006
EXHIBIT INDEX
Exhibit No. Description
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10(m)(x) Form of 2006 Performance Bonus Agreement