EXHIBIT 10.39
AMENDMENT TO EMPLOYMENT AGREEMENT
The EMPLOYMENT AGREEMENT dated June 1, 2004, between PALL CORPORATION,
a New York Corporation (the "Company") and the undersigned, XXXX XxXXXXXXX
("Executive"), as the same may have heretofore been amended, is hereby amended,
effective as of the date set forth below, by adding a new section reading and
providing as follows:
ss.15. Delay in Payment. Notwithstanding any provision in this
Agreement to the contrary, any payment otherwise required to be made
hereunder to Executive at any date 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 Internal Revenue Code of 1986 as amended (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 below), 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: (i) "Executive's
Successor" shall mean such payee or payees as Executive shall at any
time designate by written notice to the Company or in his last will and
testament or, if no such designation is made, then to the legal
representatives of Executive's estate, and (ii) 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 as of which Executive is treated
as having incurred a "separation from service" for purposes of section
409A(a)(2)(B)(i).
IN WITNESS WHEREOF the parties hereto have executed this Amendment as
of and effective July 18, 2006.
PALL CORPORATION
By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
President
EXECUTIVE
/s/ XXXX XXXXXXXXX
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(Signature)
