BENEFIT PLAN - LYDALL, INC. 1992 STOCK INCENTIVE COMPENSATION PLAN
The purpose of the Plan is to further the growth and prosperity of the Company and its Subsidiaries through
payment of incentive compensation in the form of Common Stock to officers, key employees and directors and
by encouraging investment in the Company's Common Stock by officers, key employees and directors who are
in a position to contribute materially to the Company's prosperity.
Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings
set forth in this Section 2.
"Annual Retainer" means the annual retainer payable to each Outside Director of the Company for each full year
of service as such, the amount of which for purposes of this Plan may not be changed more than once every 12
"Award Period" means for each Restricted Stock Award, the period beginning with the date on which such
Award is granted and ending on a date specified by the Committee at the time of the granting of such Award. In
no event shall the Award Period be greater than ten (10) years.
"Board of Directors" or "Board" means the Board of Directors of the
"Change in Control of the Company" means (i) an acquisition of the Company by means of a merger or
consolidation or purchase of
substantially all of its assets if and when incident thereto (a) the composition of the Board of Directors or its
successor changes so that a majority of the Board is not comprised of individuals who were members of the
Board immediately prior to such merger, consolidation or purchase of assets or (b) the stockholders of the
Company acquire a right to receive, in exchange for or upon surrender of their stock, cash or other securities or a
combination of the two, or (ii) the acquisition by a Person (as that term is hereafter defined) of the voting rights
with respect to 25 percent or more of the outstanding Common Stock of the Company if such per