Earning Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to receive a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator, in its discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Award.

The Committee may grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, attainment of Performance Conditions.

Awards under this Section 9 may provide for the earning or vesting of, or earlier termination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional Common Stock; provided, however, that dividend equivalents or other distributions on Common Stock underlying awards granted under this Section 9 will be deferred until, and paid contingent upon, the earning and vesting of such awards.

Except as provided in [Section 6(c)] – # below, as a condition of earning each portion of the award, Participants must be employed through the vesting dates outlined below. The vesting percentages relate to the award value as of 10/31/2021.

SECTION # RESTRICTED STOCK AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant Restricted Stock Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restricted Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

Performance shares are granted at the start of each performance period. For the 2015-2017 LTEIP the start of the Performance Period will be January 1st 2015. Each performance cycle (i.e. performance period) is three years. The vesting (i.e. earning) of the award is contingent on actual performance of pre-defined measures at the end of the performance period (i.e. third year). The result is a rolling series of annual awards, each vesting over three years. (i. e. 2013 through 2015, 2014 through 2016, and 2015 through 2017). This plan document is for the 2015 through 2017 years.

SECTION # PERFORMANCE AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant Performance Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

Term of Awards; Minimum Vesting Provisions. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any Option or SAR exceed a period of ten years following the date of grant of such Option or SAR (or such shorter term as may be required in respect of an ISO under section 422 of the Code). The minimum vesting or forfeiture restriction period with respect to Awards that are Options, SARs or other Awards for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined as of the date of grant, shall be one year, subject to the Committee’s authority pursuant to Sections 7(a), 9 and 10(c))] of the Plan in the event of a Participant’s termination of employment or service or upon the occurrence of certain events.

·Vesting for awards not specifically addressed above, including awards subject to both time-based and performance-based vesting, may be illustrated in [Appendix A], as amended from time to time. Awards not specifically illustrated in [Appendix A] will be pro-rated by analogy to those illustrations. Pro rata vesting will apply only if the Executive Officer was in active employment for at least 25% of the longer of the performance period or the service vesting period.

the Participant’s outstanding stock options, restricted stock units and other time-vesting equity awards shall become fully exercisable, and all time-based vesting restrictions on outstanding awards shall lapse as to a pro rata portion of the number of awards that otherwise would have become vested on the award’s next regularly scheduled vesting date based on continued employment (based on the length of time between the award’s last regularly scheduled vesting date and the award’s next regularly scheduled vesting date that has elapsed prior to the Termination Date); and

together with other Awards not subject to the Minimum Vesting Condition, comprise Awards with respect to a number of shares of Common Stock that does not exceed, in the aggregate, the Minimum Vesting Condition Limit.

Vesting. The Retention Incentive shall vest and be earned on the Retention Date provided Employee is still employed by Albany on such date and it has been determined, in Albany’s sole discretion, that Employee has substantially completed the transition of his duties. In the event that Albany terminates Employee’s employment prior to the Retention Date without Cause (as defined in paragraph 5), Albany shall be obligated to pay Employee the Retention Incentive upon termination; in the event Employee’s employment with Albany terminates prior to the Retention Date for any other reason, the Retention Incentive shall be forfeited and shall never vest.

Vesting. At the time of the grant of RSUs, the Committee may place restrictions on RSUs that shall lapse, in whole or in part, upon the passage of time. Unless otherwise provided in an Award Agreement, upon the vesting of a RSU, there shall be delivered to the Grantee, within 30 days of the date on which such Award (or any portion thereof) vests, the number of shares of common stock equal to the number of RSUs becoming so vested.

Vesting. Unless an Award Agreement expressly provides otherwise, each Participant shall be 100% vested at all times in any Shares subject to Deferred Share Units.

Vesting The Participant's Supplemental Retirement Benefit is fully vested at all times

Vesting. The Option will vest and become exercisable in accordance with the schedule set forth above, subject to Section 3 of this Agreement.

Vesting. Except as otherwise provided in Sections 5 and 7 of this Agreement, on each of the dates set forth below (each a “Vesting Date”), subject to the Participant’s continued employment with the Company, the Participant will become vested in the below-stated percentage of the total number of RSUs granted with respect to this Award, until the Participant is 100% vested in the RSUs: