EXHIBIT 10.29
AMENDMENT DATED JULY 18, 2006
TO EMPLOYMENT AGREEMENT
The AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated JULY 20, 2005
between PALL CORPORATION, a New York Corporation (the "Company") and XXXX
XXXXXXXX ("Executive") as amended by Amendment dated May 3, 2006 (said Amended
and Restated Employment Agreement as so amended being hereinafter called the
"Agreement") is hereby further amended as follows:
1. Section 6(f)(v) of the Agreement is hereby amended to read in its
entirety as follows:
(v) At the Company's option, the coverages and benefits to be
provided hereunder may be provided through insurance, or by the Company
directly paying, or reimbursing Executive or any of his Dependents for
his or her payment of, expenses covered under this Section 6 (f).
Notwithstanding the foregoing, during any period after the end of the
Term of Employment in which any payments otherwise required to be made
to Executive or for his benefit must be delayed pursuant to Section
7(a) hereof, the coverages and benefits to be provided under this
clause (v) shall be provided only by the Company reimbursing Executive
or any of his Dependents for his or her payment of expenses covered
under this Section 6 (f).
2. Section 7(a) of the Agreement is hereby amended to read in its
entirety as follows:
(a) Delay in Payment. Notwithstanding any provision in this
Agreement to the contrary, any payment otherwise required to be made
hereunder to Executive or for his benefit at any date (including
without limitation any reimbursement required to be paid to Executive
or to any of his Dependents pursuant to Section 6(f)(v) hereof) 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 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 in
Section 6 (a) hereof), 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, 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/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx,
President
EXECUTIVE
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx
