KADANT INC. NOTICE OF AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTS

1.    This amendment is effective as of September 15, 2014 with respect to the Restricted Stock Unit Award Agreements granted to the Recipient named below on the dates specified (the “Agreements”) and has been authorized and approved by the Compensation Committee of the Board of Directors of Kadant Inc. (the “Company”).

Recipient:             Thomas M. O’Brien

Performance-based RSU Award Agreement dated:    March 5, 2014

    

Time-based RSU Award Agreement dated:        March 5, 2014

    

Performance-based RSU Award Agreement dated:    March 6, 2013

Performance-based RSU Award Agreement dated:    March 7, 2012

2.    The following paragraph is added to (i) the end of Section 3(a) of the Performance-based RSU Award Agreements specified above in Section 1 and (ii) the end of Section 3 of the Time-based RSU Award Agreement specified above in Section 1:

“Reference is hereby made to the Executive Transition Agreement dated as of September 15, 2014 by and between you and the Company (the “Executive Transition Agreement”). Notwithstanding anything to the contrary in this Award Agreement, any Award Shares that would otherwise vest after March 10, 2015 (if employment continued) shall be fully vested and result in a distribution of the Award Shares on March 10, 2016 (the “Distribution Date”) provided that you have remained an employee of the Company until June 30, 2015 or your termination of employment otherwise satisfies Section 4.1(e) of the Executive Transition Agreement (subject in either case to the release conditions contained in the Executive Transition Agreement).”