Scheduled Vesting. The number of Units that have been earned during the Performance Period, as determined by the Committee in accordance with [Exhibit 1], will vest on the Scheduled Vesting Date, so long as your Service has been continuous from the Grant Date to the Scheduled Vesting Date. For these purposes, the “Scheduled Vesting Date” means the date the Committee certifies # the degree to which

Scheduled Vesting. If you remain a member of the Board continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the numbers and on the dates specified in the Vesting Schedule on the cover page of this Agreement.

Scheduled Vesting. If you remain a Service Provider to the Company (or any Affiliate) continuously from the Grant Date specified on the cover page of this Agreement, then the Restricted Shares will vest in the number(s) and on the date(s) specified in the Vesting Schedule on the cover page of this Agreement.

Scheduled Vesting. One-half of the number of Units that have been earned during the Performance Period, as determined by the Committee in accordance with [Exhibit 1] (the “Earned Units”), will

One-​ (1/​th) of the Total Number of Restricted Stock Units (as set forth above) subject to this Award Agreement will be scheduled to vest on the one (1) year anniversary of the Grant Date (such first vesting date, the “First Vesting Date”), and thereafter, one‑​ (1/​th) of the Total Number of Restricted Stock Units subject to this Award Agreement will be scheduled to vest on each of the ​ (​) Quarterly Vesting Dates that occur after the First Vesting Date, beginning with the second Quarterly Vesting Date following the First Vesting Date, subject to Participant continuing to be a Service Provider through the applicable vesting date.

The SAR will vest and become exercisable with respect to one-third of the shares subject to the SAR (the “SAR Shares”) on each of the first, second and third anniversaries of the Grant Date. To the extent that one-third of the SAR Shares is not a whole number, any fractional SAR Share that would otherwise be scheduled to vest on the first two scheduled vesting dates will be disregarded, and the number of SAR Shares scheduled to vest on the third scheduled vesting date will be adjusted accordingly.

Subject to the terms and conditions set forth herein, including, without limitation, the provisions of Paragraph 5 hereof, beneficial ownership without the restrictions set forth in Paragraph 1 hereof (“Beneficial Ownership”) of the Restricted Stock shall vest in the Grantee on ​ (such date, the “Vesting Date”); provided, however, that, if any scheduled Vesting Date occurs during a trading “blackout” period with respect to the Grantee (a “Blackout Period”), then the Restricted Stock otherwise ordinarily scheduled to vest on such Vesting Date shall instead vest on the earlier of # the first day following the termination of the applicable Blackout Period, or # December 31 of the year in which the Vesting Date was originally scheduled to occur:

Vesting of Units. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Date specified on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this [Section 5].

If the Participant ceases to be employed by the Company or a Related Company either # by reason of the Participant’s Full Retirement before the last business day prior to ​, or # by reason of the Participant’s Early Retirement, or an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause on or before ​, then: # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # if the separation from employment occurs other than on a scheduled vesting date applicable to the RSUs (as such scheduled vesting dates are set forth in paragraph 5(a)), the Participant shall vest in a Pro-Rata Portion (as defined below) of the Participant’s then-unvested RSUs that were (but for such separation from employment) scheduled to vest pursuant to paragraph 5(a) on the first vesting date scheduled to occur after the date of the Participant’s separation from employment (such vesting date, the “Next Scheduled Vesting Date”). For this purpose, “Pro-Rata Portion” means a fraction, the numerator of which is the total number of calendar days in the period beginning with the day immediately following the last scheduled vesting date pursuant to paragraph 5(a) to have occurred prior to the date of the Participant’s separation from employment (or, if no such prior vesting date had occurred prior to the date of the Participant’s separation from employment, beginning with the day immediately following the date of grant of the award) through and including the date of the Participant’s separation from employment, and the denominator of which is the total number of calendar days in the period beginning with the day immediately following the last scheduled vesting date pursuant to paragraph 5(a) to have occurred prior to the date of the Participant’s separation from employment (or, if no such prior vesting date had occurred prior to the date of the Participant’s separation from employment, beginning with the day immediately following the date of grant of the award) through and including the Next Scheduled Vesting Date.

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.