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Exhibit 10.21
[ELECTED VICE PRESIDENT FORM]
[SPLIT BONUS]
SECOND AMENDMENT
Amendment Dated August 1, 1998 to Employment Agreement Dated
August 1, 1994, as amended
August 1, 1995
Pall Corporation, a New York Corporation ("the Company") and Xxxxxx
Xxxxxxx ("Executive") hereby agree, that the Employment Agreement between
them dated August 1, 1994, as amended August 1, 1995, is hereby further
amended effective August 1, 1998 by changing Section 3(b) thereof to read
and provide as follows:
(b) Bonus Compensation. (i) Formula Bonus Compensation. With respect to each
fiscal year of the Company falling in whole or in part within the Term of
Employment beginning with the fiscal year in which the Term Commencement
Date occurs, Executive shall be entitled to a bonus (in addition to his
Base Salary) in such amount and computed in such manner as shall be
determined by the Board of Directors but in no event shall the bonus
payable to Executive under this Section 3(b) be less than an amount
computed by applying to the fiscal year in question the following bonus
formula:
"Formula Bonus Compensation" means the amount,
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if any, payable to Executive under this Section 3(b)(i) and "Bonus
Compensation" means the total amount payable under Section 3(b)(i) and
Section 3(b)(ii).
"Average Equity" means the average of stockholders' equity as shown
on the fiscal year-end consolidated balance sheet of the Company as of the
end of the fiscal year with respect to which Formula Bonus Compensation is
being computed hereunder and as of the end of the immediately preceding
fiscal year (e.g., "Average Equity" to be used in computing Bonus
Compensation for the fiscal year ending July 31, 1999 will be the average
of stockholders' equity as of August 2, 1998 and July 31, 1999) except
that the amount shown as the "equity adjustment from foreign currency
translation" on each such consolidated balance sheet shall be disregarded
and the amount of $3,744,000 shall be the equity adjustment (increase)
from foreign currency translation used to determine stockholders' equity
at each such year-end balance sheet date.
"Net Earnings" means the after-tax consolidated net earnings of the
Company and its subsidiaries as certified by its independent accountants
for inclusion in the annual report to stockholders.
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"Return on Equity" means Net Earnings as a percentage of Average
Equity.
For fiscal year 1999, "Zero Bonus Percentage" shall mean a Return on
Equity of 12.5% and "Maximum Bonus Percentage" shall mean a Return on
Equity of 17%. For fiscal years after fiscal 1999 the Company shall
determine the Zero Bonus Percentage and the Maximum Bonus Percentage,
consistent in each case with expected results based upon the Company's
normal projection procedures, or based on sound statistical or trend data,
and the determination by the Company of such percentages shall be
conclusive and binding on Executive.
If Return on Equity for the fiscal year in question is the Zero
Bonus Percentage or less, no Formula Bonus Compensation shall be payable.
If Return on Equity equals or exceeds the Maximum Bonus Percentage, the
Formula Bonus Compensation payable to Executive shall be 28% of his Base
Salary. If Return on Equity is more than the Zero Bonus Percentage and
less than the Maximum Bonus Percentage, the Formula Bonus Compensation
shall be increased from zero percent of Base Salary towards 28% of Base
Salary in the same proportion that Return on Equity increases from the
Zero Bonus Percentage to the Maximum Bonus Percentage. Thus,
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for example, if Return on Equity for fiscal 1999 is 14.75% (the midpoint
between 12.5% and 17%) the Formula Bonus Compensation shall be an amount
equal to 14% of Executive's Base Salary (the midpoint between zero percent
of Base Salary and 28% of Base Salary).
(ii) Business Segment Bonus Compensation. Inasmuch as Executive's services for
the Company relate primarily to the operations of a subsidiary, a division
or other segment of the overall operations of the Company and its
subsidiaries (a "Business Segment"), Executive shall be considered for
additional bonus compensation for each fiscal year based on the results of
operations of such Business Segment for such fiscal year. The amount of
such additional bonus compensation, if any, shall be determined by the
chief executive officer in his sole discretion but in no event shall such
additional bonus compensation exceed 42% of Executive's Base Salary.
(iii) Payment of Bonus Compensation. The Bonus Compensation shall be paid in
installments as follows:
(iv) 50% of the estimated amount thereof in August next following the end
of the fiscal year with respect to which the Bonus Compensation is
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payable, and
(v) the balance thereof not later than January 15th next following the
end of the fiscal year with respect to which the Bonus Compensation
is payable.
With respect to any fiscal year of the Company which falls in part
but not in whole within the Term of Employment, the Bonus Compensation to
which Executive is entitled under this Section 3(b) shall be prorated on
the basis of the number of days of such fiscal year falling within the
Term of Employment except that if the Term of Employment ends within five
days before or after the end of a fiscal year, there shall be no proration
and the Bonus Compensation shall be payable with respect to the full
fiscal year ending within such five-day period.
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Except as expressly amended hereby, said Employment Agreement dated
August 1, 1994, as amended August 1, 1995 shall remain in full force and
effect in accordance with its terms.
PALL CORPORATION
BY: /s/ XXXXXX XXXXXXX-SURRY
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XXXXXX XXXXXXX-SURRY
PRESIDENT
EXECUTIVE
/s/ XXXXXX XXXXXXX
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XXXXXX XXXXXXX
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