EXHIBIT 10.31
AMENDMENT DATED JULY 18, 2006
TO EMPLOYMENT AGREEMENT
The EMPLOYMENT AGREEMENT dated May 1, 2003 between PALL CORPORATION, a
New York Corporation (the "Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Executive") as amended
by AMENDMENT DATED NOVEMBER 19, 2003 TO EMPLOYMENT AGREEMENT, AMENDMENT DATED
AUGUST 30, 2005 TO EMPLOYMENT AGREEMENT, and AMENDMENT TO EMPLOYMENT AGREEMENT
dated May 3, 2006 (said Employment Agreement as so amended being hereinafter
called the "Agreement") is hereby further amended by changing ss.3 (f) of the
Agreement to read in its entirety as follows:
(f) Delay in Payment. Notwithstanding any provision in this
Agreement to the contrary, any payment otherwise required to be made
hereunder to Executive at any date shall be delayed for such period of
time as may be necessary to meet the requirements of section
409A(a)(2)(B)(i) of the Internal Revenue Code of 1986 as amended (the
"Code"). On the earliest date on which any payments so delayed can be
made without violating the requirements of section 409A(a)(2)(B)(i) of
the Code (the "Delayed Payment Date"), there shall be paid to Executive
(or if Executive has died, to "Executive's Successor" as the quoted term
is defined below), in a single cash lump sum, an amount equal to the
aggregate amount of all payments delayed pursuant to the preceding
sentence, plus interest thereon at the Delayed Payment Interest Rate (as
defined below) computed from the date on which each such delayed payment
otherwise would have been made to Executive until the Delayed Payment
Date. For purposes of the foregoing: (i) "Executive's Successor" shall
mean such payee or payees as Executive shall at any time (whether during
or after the Term of Employment) designate by written notice to the
Company or in his last will and testament or, if no such designation is
made, then to the legal representatives of Executive's estate, and (ii)
the "Delayed Payment Interest Rate" shall mean the national average
annual rate of interest payable on jumbo six-month bank certificates of
deposit, as quoted in the business section of the most recently
published Sunday edition of the New York Times preceding the date on
which the Term of Employment ends or, if earlier, the date as of which
Executive is treated as having incurred a "separation from service" for
purposes of section 409A(a)(2)(B)(i).
PALL CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Chairman & Chief Executive Officer
EXECUTIVE
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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