EXHIBIT 10.35
AMENDMENT TO EMPLOYMENT AGREEMENT
The EMPLOYMENT AGREEMENT dated May 1, 2003, between PALL CORPORATION, a
New York corporation (the "Company") and Xxxxxx Denver ("Executive"), as the
same may have heretofore been amended to substitute the Company's 2004 Executive
Incentive Bonus Plan for the 2001 Executive Incentive Bonus Plan as an
attachment thereto (said Employment Agreement as the same may have been so
amended being hereinafter called "the Employment Agreement"), is hereby amended
as follows:
WHEREAS, Section 3(b) of the Employment Agreement provides for a bonus
to Executive computed under the 2004 Executive Incentive Bonus Plan adopted by
the Company in 2003, a copy of which is annexed to and incorporated by reference
into the Agreement (the "Original 2004 Bonus Plan"), and
WHEREAS, by action of the Compensation Committee of the Board of
Directors on January 18, 2006 the Original 2004 Bonus Plan was amended in
certain respects so that the amended Bonus Plan should be substituted for the
Original 2004 Bonus Plan as the attachment to the Employment Agreement, and
WHEREAS, none of said amendments will decrease or diminish the amount
of the bonus which Executive is entitled to receive under the Employment
Agreement and accordingly this Amendment may be made by the Company without
execution by Executive,
NOW, THEREFORE, the Employment Agreement is hereby amended, effective
for the Company's fiscal year ending July 31, 2006 and subsequent fiscal years,
by substituting the 2004 Executive Incentive Bonus Plan in the form annexed
hereto for the Original 2004 Bonus Plan for all purposes of the Employment
Agreement.
PALL CORPORATION
Dated: May 3, 2006
By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
President
