EXHIBIT 10.34
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT DATED MAY 1, 2003 BETWEEN PALL
CORPORATION AND XXXXXX DENVER AS FIRST AMENDED ON NOVEMBER 19, 2003 (THE
"AGREEMENT")
Pall Corporation (the "Company") and Xxxxxx Denver (the "Executive") agree to
the following: (i) the term of the Agreement will end on December 1, 2006 (the
"Termination Date"); (ii) the Termination Date is inclusive of Executive's
taking his accrued statutorily provided Australian Long Service Leave and his
accrued vacation; (iii) for the purposes of the Pall Corporation Management
Stock Purchase Plan, the Executive's termination of employment will be treated
as an Involuntary Separation; (iv) for the period from August 1, 2005 until the
Termination Date, the Executive shall absent himself from the office and the
Executive's required duties are modified so that there are no required duties or
required assignments to be performed by the Executive for the Company or its
related entities; (v) from August 1, 2005 until the Termination Date, the
Executive must make himself available for assistance to the Company when
reasonably requested by the Company; (vi) from August 1, 2005 until the
Termination Date the Executive is permitted to engage in outside business
activities provided that they are compliant with the non-compete and
confidentiality provisions of this Agreement; (vii) Executive shall resign as
Senior Vice President of the Company and any subsidiaries of the Company of
which he is an officer effective August 31, 2005; and (viii) all other terms and
conditions of the Agreement other than those amended by this Amendment remain in
full force and effect including, but not limited to, the covenant not to compete
for eighteen (18) months after the Termination Date.
It is agreed that no bonus would be earned for 2007 fiscal year.
The Agreement is hereby amended effective June 21, 2005.
/s/ XXXXXX XXXXXX /s/ XXXXXX DENVER
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By: Xxxxxx Xxxxxx, President Executive: Xxxxxx Denver
Pall Corporation
