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EXHIBIT 10.5
Pall Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
August 2, 1996
Xx. Xxxx Xxxxxxxx
Chairman & Chief Executive Officer
Pall Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Dear Xxxx:
The purpose of this letter is to set forth the terms and conditions of
an agreement (the "Agreement") to defer the payment of the portion of your
incentive bonus for Pall Corporation's fiscal year beginning on August 4, 1996
("Fiscal 1997") which portion, if not deferred, would not be deductible by Pall
Corporation (the "Corporation") for federal income tax purposes due to the
limitations of Section 162(m) of the Internal Revenue Code (the "Code").
1. The payment of the portion of your incentive bonus for Fiscal 1997
which, when your incentive bonus is aggregated with all other "applicable
employer remuneration" (as defined in Section 162(m) of the Code) you receive
from the Corporation which is allowable as a deduction by the Corporation for
Fiscal 1997 (determined without regard to Section 162(m)) exceeds $1,000,000
will be deferred. Payment of the amount so deferred will be made to you on
January 2, 1998.
2. The Corporation will pay you interest on the amount deferred above,
computed from the date on which such amount would have been paid to you but for
this Agreement, until the date on which such amount is paid to you, computed at
an annual rate (of 7%. Such interest will be paid to you on the date on which
the amount deferred above is paid to you.
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3. You shall have the status of a general unsecured creditor of the
Corporation with respect to your right to receive any payment under this
Agreement. This Agreement shall constitute a mere promise by the Corporation to
make payments in the future of the amount described herein. It is intended that
the arrangement reflected in this Agreement be treated as unfunded for tax
purposes, as well as for purposes of Title 1 of ERISA.
4. Your right to any payment under this Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by your creditors.
If you agree to the arrangement described above, please so indicate by
signing and dating this letter below. Upon your execution, this letter will then
constitute a binding agreement between you and Pall Corporation as to the matter
described herein.
PALL CORPORATION
By /s/ Xxxxxx Xxxxxxx-Surry
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Xxxxxx Xxxxxxx-Surry
President
I hereby agree to the deferral of the payment of a portion of my
incentive bonus, and to the terms and conditions of such deferral, as described
in this letter.
Date: August 2, 1996 /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
