The following rules apply in determining an Officer’s Average Bonus Amount.

Average Compensation; Allowed Bonus. “Average Compensation” means # the sum of Executive’s annual base salary and Allowed Bonus, if any, paid in each of the most recent three complete calendar years of Executive's employment by the Corporation divided by # three (or the lesser number of complete calendar years for which Executive has been employed by the Corporation). For the purpose of computing Average Compensation, the "Allowed Bonus" shall mean, for each calendar year included in the average, the sum of the amount of cash bonus paid in that year, if any, and the total grant date fair value of all restricted stock awards granted during that year, if any, (calculated as the fair market value of each share of restricted stock on the date of the award multiplied by the number of shares awarded); provided, however, that the Allowed Bonus included for any calendar year may not exceed 75% of Executive's annual base salary for that year. Average Compensation shall not include any amount,

Amount of Bonus. Subject to the payment schedule and provisions of Paragraph 5 below, Albany agrees to pay to Employee a retention bonus in a gross sum equal to $750,000.00 (the “Retention Bonus”) by check or direct deposit, less applicable withholdings and deductions required by law, or otherwise agreed to by the parties.

Average Bonus Amount. The “Average Bonus Amount” means the average of the three (3) STIP Bonuses most recently paid or credited to the Officer as Cash Compensation prior to the Officer’s Notice of Termination and calculated in accordance with the rules of Section 3.2.

Prorated STIP Bonus. If an Officer received a prorated STIP Bonus, such prorated amount will be annualized for such year when calculating the Average Bonus Amount calculation.

determined by dividing the amount of such bonus by the average closing price of the Company’s

No STIP Bonus Payable. For any year in which an Officer does not receive a STIP Bonus and the provisions of Section 3.2(a) applicable to Officers at a Pay Level nine (9) or ten (10) do not apply, zero dollars ($0.00) will be used as that year’s STIP Bonus amount in the Average Bonus Amount calculation.

Average Invested Capital. Average Invested Capital for a Performance Period means the average of the Invested Capital of the Company as of the last day of the immediately preceding Performance Period and the last day of each fiscal quarter in the Performance Period.

Average Stockholders’ Equity. Average Stockholders’ Equity for a Performance Period means the average of the Stockholders’ Equity of the Company as of the last day of the immediately preceding Performance Period and the last day of each month in the Performance Period.

Amount. Provided that you satisfy the Vesting Criteria set forth in subsection # below, and subject to subsection # below, you will be entitled to receive a cash bonus in the amount of ​ (the “20​ Bonus”).