AMENDED AND RESTATED NONQUALIFIED STOCK OPTION PLAN
This Nonqualified Stock Option Plan (the "Plan") is intended to encourage ownership of Common Stock (the
"Common Stock"), of Kadant Inc. ("Company"), by persons selected by the Board of Directors (or a committee
thereof) in its sole discretion, including directors, executive officers, key employees and consultants of the
Company and its subsidiaries, and to provide additional incentive for them to promote the success of the business
of the Company. The Plan is intended to be a nonstatutory stock option plan.
2. EFFECTIVE DATE OF THE PLAN
The Plan shall become effective when adopted by the Board of Directors of the Company.
3. STOCK SUBJECT TO PLAN
Subject to adjustment as provided in Section 11, the total number of shares of Common Stock reserved and
available for issuance under the Plan and the Company's Incentive Stock Option Plan in the aggregate shall be
720,000 shares. Shares to be issued upon the exercise of options granted under the Plan may be either
authorized but unissued shares or shares held by the Company in its treasury. If any option expires or terminates
for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be
available for options thereafter to be granted.
The Plan will be administered by the Board of Directors of the Company (the "Board"). Subject to the provisions
of the Plan, the Board shall have complete authority, in its discretion, to make the following determinations with
respect to each option to be granted by the Company: (a) the person to receive the option (the "Optionee"); (b)
the time of granting the option; (c) the number of shares subject thereto; (d) the option price; (e) the option
period; (f) the terms and conditions of options granted under the Plan (including terms and conditions relating to
events of merger, consolidation, dissolution and liquidation, change of control, vesting, forfeitur