Common use of Nature of the Grant Clause in Contracts

Nature of the Grant. By entering into this Agreement and accepting the grant of an Option evidenced hereby, Optionee acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time; (v) Optionee’s participation in the Plan is voluntary; (vi) the Option and the Shares subject to the Option, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of Optionee’s employment contract, if any; (vii) the Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent, Subsidiary or Affiliate; (viii) the Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or Affiliate; and furthermore, the Option grant shall not be interpreted to form an employment contract with the Employer; (xiii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Optionee’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

Nature of the Grant. By entering into this Agreement agreement and accepting the grant of an Option evidenced herebyPerformance Shares, Optionee Recipient acknowledges that: (i) the Plan is established voluntarily by the CompanyLydall, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Lydall at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsPerformance Shares, or benefits in lieu of optionsPerformance Shares, even if options Performance Shares have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyPlan Administrator; (iv) Optioneethe Recipient’s participation in the Plan shall not create a right to further employment with the Employer Recipient’s employer and shall not interfere with the ability of the Employer Recipient’s employer to terminate Optioneethe Recipient’s employment relationship at any timetime with or without cause; (v) Optioneethe Recipient’s participation in the Plan is voluntary; (vi) the Option and the Shares subject to the Option, and the income and value of same, are Performance Share grant is an extraordinary items item that do does not constitute compensation of any kind for services of any kind rendered to the Company Lydall or the EmployerRecipient’s employer, and which are is outside the scope of Optioneethe Recipient’s employment contract, if any; (vii) the Option and the Shares subject to the Option, and the income and value of same, are Performance Share grant is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent, Subsidiary or Affiliatepayments; (viii) the Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares event that Recipient’s employer is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains SharesLydall, the value grant of those Performance Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or AffiliateLydall; and furthermore, the Option grant shall of Performance Shares will not be interpreted to form an employment contract with Recipient’s employer or any subsidiary or affiliate of Lydall; and (ix) in consideration of the Employer; (xiii) Performance Share grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Option resulting from the termination of Optionee’s employment Performance Shares (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Recipient irrevocably releases Lydall and his or her employer from any such claim that may arise; if, notwithstanding the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection withforegoing, any service Optionee may provide as such claim is found by a director court of any Parentcompetent jurisdiction to have arisen, Subsidiary then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any her entitlement to have the Option or any pursue such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Sharesclaim.

Nature of the Grant. By entering into this Agreement and accepting the grant of an Option this Award evidenced hereby, Optionee Participant acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsstock units, or benefits in lieu of optionsstock units, even if options stock units have been granted in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) OptioneeParticipant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate OptioneeParticipant’s employment relationship at any time; (v) OptioneeParticipant’s participation in the Plan is voluntary; (vi) the Option this Award and the Shares subject to the Optionthis Award, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of OptioneeParticipant’s employment contract, if any; (vii) the Option this Award and the Shares subject to the Optionthis Award, and the income and value of same, are not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent, Subsidiary or Affiliate; (viii) the Option this Award and the Shares subject to the Optionthis Award, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) unless otherwise agreed with the Company, this Award and the Shares subject to this Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of any Parent, Subsidiary or Affiliate; (x) the vesting of any Option this Award ceases upon termination of the employment relationship as described in Section 6(i)(iv) 6 of the Plan this Agreement except as may otherwise be explicitly provided in the Plan document; (xxi) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant of this Award and OptioneeParticipant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or Affiliate; and furthermore, the Option Award grant shall not be interpreted to form an employment contract with the Employer; (xiii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option this Award resulting from the termination of OptioneeParticipant’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee Participant is employed or the terms of OptioneeParticipant’s employment agreement, if any); and (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option Award and the benefits evidenced by this Agreement do not create any entitlement to have the Option Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

Nature of the Grant. By entering into this Agreement agreement and accepting the grant of an Option evidenced herebythe Option, Optionee Recipient acknowledges that: (i) the Plan is established voluntarily by the CompanyLydall, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Lydall at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options Options have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyPlan Administrator; (iv) Optioneethe Recipient’s participation in the Plan shall not create a right to further employment with the Employer Recipient’s employer and shall not interfere with the ability of the Employer Recipient’s employer to terminate Optioneethe Recipient’s employment relationship at any timetime with or without cause; (v) Optioneethe Recipient’s participation in the Plan is voluntary; (vi) the Option and the Shares subject to the Option, and the income and value of same, are grant is an extraordinary items item that do does not constitute compensation of any kind for services of any kind rendered to the Company Lydall or the EmployerRecipient’s employer, and which are is outside the scope of Optioneethe Recipient’s employment contract, if any; (vii) the Option and the Shares subject to the Option, and the income and value of same, are grant is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent, Subsidiary or Affiliatepayments; (viii) the Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares event that Recipient’s employer is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains SharesLydall, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, grant the Option will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or AffiliateLydall; and furthermore, the grant of the Option grant shall will not be interpreted to form an employment contract with Recipient’s employer or any subsidiary or affiliate of Lydall; and (ix) in consideration of the Employer; (xiii) Option grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Option resulting from the termination of Optionee’s employment (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Recipient irrevocably releases Lydall and his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction where Optionee is employed to have arisen, then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or the terms her entitlement to pursue such claim. NETHERLANDS Form of Optionee’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Non-Qual Stock Option Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company5 EXHIBIT 10.10 IN WITNESS WHEREOF, the undersigned officer of Lydall has executed this Agreement. LYDALL, INC. By: /s/ Dxxx X. Xxxxxxxx Name: Dxxx X. Xxxxxxxx Title: President and Chief Executive Officer NETHERLANDS Form of Non-Qual Stock Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.6

Nature of the Grant. By entering into this Agreement and accepting the grant of an Option evidenced hereby, Optionee acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time; (v) Optionee’s participation in the Plan is voluntary; (vi) the Option and the Shares subject to the Option, and the income and value of same, Option are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of Optionee’s employment contract, if any; (vii) the Option and the Shares subject to the Option, and the income and value of same, are is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent, Subsidiary or AffiliateAffiliate of the Company; (viii) the Option Options and the Shares subject to the Option, and the income and value of same, Option are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty, and if the Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decreasedecrease in value, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or AffiliateAffiliate of the Company; and furthermore, the grant of an Option grant shall will not be interpreted to form an employment contract with the EmployerEmployer or any Subsidiary or Affiliate of the Company; (xiii) in consideration of the Option grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the exercisability of the Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from the termination of Optionee’s employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction where to have arisen, then, by accepting this Agreement, Optionee is employed shall be deemed irrevocably to have waived his or the terms of Optionee’s employment agreement, if any)her entitlement to pursue such claim; (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if anylocal labor laws), Optionee shall not have any right to receive any future options under the PlanPlan upon termination of Optionee’s employment relationship with the Employer as described in Section 3 of this Agreement; and (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement necessarily transfer to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchangedin the case of a merger, cashed out take-over or substituted for, in connection with any corporate transaction affecting the Sharestransfers of assets.

Nature of the Grant. By entering into Nothing herein shall be construed as giving the Grantee any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this Agreement and accepting the grant of an Option evidenced herebyRSUs, Optionee the Grantee acknowledges that: (ia) the Plan is and the Administrative Regulations are established voluntarily by the CompanyCorporation, it is they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time unless otherwise provided in time, to the Plan and this Agreementextent permitted by their terms; (iib) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsRSUs, or benefits in lieu of optionsRSUs, even if options RSUs have been granted in the past; (iiic) all decisions with respect to future RSU grants, if any, will be at the sole discretion of the CompanyCommittee; (ivd) Optionee’s participation the Grantee is voluntarily participating in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any timePlan; (v) Optionee’s participation in the Plan is voluntary; (vie) the Option RSUs and the Shares subject to the Option, and the income and value of same, RSUs are extraordinary items that which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or to the EmployerEmploying Company, and which are outside the scope of Optioneethe Grantee’s employment contract, if any; (viif) the Option RSUs and the Shares subject to the Option, and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purpose including, but not limited to, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Parent, Subsidiary or Affiliateaffiliate of the Corporation; (viiig) the Option RSUs and the Shares subject to the Option, and the income and value of same, RSUs are not intended to replace any pension rights or compensation; (ixh) the vesting grant of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option RSUs will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Parent, Subsidiary or Affiliateaffiliate of the Corporation; i) the future value of the Shares underlying the RSUs is unknown, indeterminable and furthermore, the Option grant shall cannot be interpreted to form an employment contract predicted with the Employercertainty; (xiiij) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Option RSUs resulting from the termination of Optioneethe Grantee’s employment by the Corporation or the Employing Company (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of OptioneeGrantee’s employment agreement, if any), Optionee and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not have to pursue such claim and agreed to execute any right and all documents necessary to receive request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any future options under applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs; l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; m) the Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvin) unless otherwise provided in the Plan Plan, Administrative Regulations or by the Company Corporation in its discretion, the Option RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.Shares of the Corporation; and o) the following provisions apply only if the Grantee is providing services outside the United States: (i) the RSU and Shares subject to the RSU are not part of normal or expected compensation or salary for any purpose; and (ii) the Grantee acknowledges and agrees that neither the Corporation, the Employing Company nor any Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement. RESTRICTED STOCK UNIT ANNUAL GRANT FORM – February 2014

Nature of the Grant. By entering into this Agreement and accepting the grant of an Option the PSUs evidenced hereby, Optionee Participant acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsstock units, or benefits in lieu of optionsstock units, even if options stock units have been granted in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) OptioneeParticipant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate OptioneeParticipant’s employment relationship at any time; (v) OptioneeParticipant’s participation in the Plan is voluntary; (vi) the Option PSUs and the Shares subject to the Option, and the income and value of same, PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of OptioneeParticipant’s employment contract, if any; (vii) the Option and the Shares subject to the Option, and the income and value of same, PSUs are not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent, Subsidiary or Affiliate; (viii) the Option PSUs and the Shares subject to the Option, and the income and value of same, PSUs are not intended to replace any pension rights or compensation; (ix) the vesting of any Option this Award ceases upon termination of the employment relationship as described in Section 6(i)(iv) 6 of the Plan this Agreement, except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, grant of the Option will have no value; (xii) the Option grant PSUs and OptioneeParticipant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or Affiliate; and furthermore, the Option PSU grant shall not be interpreted to form an employment contract with the Employer; (xiiixii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option PSUs resulting from the termination of OptioneeParticipant’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee Participant is employed or the terms of OptioneeParticipant’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvixiii) unless otherwise provided in the Plan or by the Company in its discretion, the Option PSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Option Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

Nature of the Grant. By entering into Nothing herein shall be construed as giving the Grantee any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this Agreement and accepting the grant of an Option evidenced herebyRSUs, Optionee the Grantee acknowledges that: (ia) the Plan is and the Administrative Regulations are established voluntarily by the CompanyCorporation, it is they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time unless otherwise provided in time, to the Plan and this Agreementextent permitted by their terms; (iib) the grant of the Option RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsRSUs, or benefits in lieu of optionsRSUs, even if options RSUs have been granted in the past; (iiic) all decisions with respect to future RSU grants, if any, will be at the sole discretion of the CompanyCommittee; (ivd) Optionee’s participation the Grantee is voluntarily participating in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any timePlan; (v) Optionee’s participation in the Plan is voluntary; (vie) the Option RSUs and the Shares subject to the Option, and the income and value of same, RSUs are extraordinary items that which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or to the EmployerEmploying Company, and which are outside the scope of Optioneethe Grantee’s employment contract, if any; (viif) the Option RSUs and the Shares subject to the Option, and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purpose including, but not limited to, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Parent, Subsidiary or Affiliateaffiliate of the Corporation; (viiig) the Option RSUs and the Shares subject to the Option, and the income and value of same, RSUs are not intended to replace any pension rights or compensation; (ixh) the vesting grant of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option RSUs will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Parent, Subsidiary or Affiliateaffiliate of the Corporation; i) the future value of the Shares underlying the RSUs is unknown, indeterminable and furthermore, the Option grant shall cannot be interpreted to form an employment contract predicted with the Employercertainty; (xiiij) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Option RSUs resulting from the termination of Optioneethe Grantee’s employment by the Corporation or the Employing Company (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of OptioneeGrantee’s employment agreement, if any), Optionee and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not have to pursue such claim and agreed to execute any right and all documents necessary to receive request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any future options under applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs; l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; m) the Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvin) unless otherwise provided in the Plan Plan, Administrative Regulations or by the Company Corporation in its discretion, the Option RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Option RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.Shares of the Corporation; and o) the following provisions apply only if the Grantee is providing services outside the United States: (i) the RSU and Shares subject to the RSU are not part of normal or expected compensation or salary for any purpose; and (ii) the Grantee acknowledges and agrees that neither the Corporation, the Employing Company nor any Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement

Nature of the Grant. By entering into this Agreement agreement and accepting the grant of an Option evidenced herebythe Option, Optionee Recipient acknowledges that: (i) the Plan is established voluntarily by the CompanyLydall, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Lydall at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options Options have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyPlan Administrator; (iv) Optioneethe Recipient’s participation in the Plan shall not create a right to further employment with the Employer Recipient’s employer and shall not interfere with the ability of the Employer Recipient’s employer to terminate Optioneethe Recipient’s employment relationship at any timetime with or without cause; (v) Optioneethe Recipient’s participation in the Plan is voluntary; (vi) the Option and the Shares subject to the Option, and the income and value of same, are grant is an extraordinary items item that do does not constitute compensation of any kind for services of any kind rendered to the Company Lydall or the EmployerRecipient’s employer, and which are is outside the scope of Optioneethe Recipient’s employment contract, if any; (vii) the Option and the Shares subject to the Option, and the income and value of same, are grant is not part of normal or expected compensation or salary for any purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent, Subsidiary or Affiliatepayments; (viii) the Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares event that Recipient’s employer is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains SharesLydall, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, grant the Option will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or AffiliateLydall; and furthermore, the grant of the Option grant shall will not be interpreted to form an employment contract with Recipient’s employer or any subsidiary or affiliate of Lydall; and (ix) in consideration of the Employer; (xiii) Option grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Option resulting from the termination of Optionee’s employment (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Recipient irrevocably releases Lydall and his or her employer from any such claim that may arise; if, notwithstanding the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection withforegoing, any service Optionee may provide as such claim is found by a director court of any Parentcompetent jurisdiction to have arisen, Subsidiary then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any her entitlement to have the Option or any pursue such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Sharesclaim.