Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 19, 2009, the Compensation Committee of the Board of Directors of Kaydon Corporation (the "Company") amended and restated its Executive Management Bonus Program (the "Bonus Program"), to set forth the formula for the payment of bonuses upon achievement of certain performance targets in 2009. As set forth, participants other than the CEO can earn between 0% and 60% of salary, subject to proration, to the extent EBITDA, as defined, exceeds 85% of the target EBITDA established under the Bonus Program up to 100% of target EBITDA. These participants can earn up to 100% of salary, with proration, to the extent EBITDA exceeds 100% of target EBITDA up to 110% of EBITDA. The CEO can earn between 0% and 100% of salary, subject to proration, to the extent EBITDA, as defined, exceeds 85% of the target EBITDA established under the Bonus Program up to 100% of target EBITDA. The CEO can earn up to 200% of salary, subject to proration, to the extent EBITDA exceeds 100% of target EBITDA up to 110% of target EBITDA. No non-CEO participant's bonus may exceed 100% of base salary and the CEO's bonus may not exceed 200% of base salary.

A copy of the Amended and Restated Executive Management Bonus Program is filed with this report as an exhibit and incorporated by referenced herein. The foregoing description of the revision to the Bonus Program does not purport to be complete and is qualified in its entirety by reference to the full text of such document.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Amended and Restated Executive Management Bonus Program

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