Common use of Nature of the Grant Clause in Contracts

Nature of the Grant. By entering into this agreement and accepting the grant of Performance Shares, Recipient acknowledges that: (i) the Plan is established voluntarily by Lydall, it is discretionary in nature and it may be modified, amended, suspended or terminated by Lydall at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares, even if 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 Plan Administrator; (iv) the Recipient’s participation in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without cause; (v) the Recipient’s participation in the Plan is voluntary; (vi) the Performance Share grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Lydall or Recipient’s employer, and which is outside the scope of the Recipient’s employment contract, if any; (vii) the 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, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (viii) in the event that Recipient’s employer is not Lydall, the grant of Performance Shares will not be interpreted to form an employment contract or relationship with Lydall; and furthermore, the grant 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 Performance Share grant, no claim or entitlement to compensation or damages shall arise from termination of the Performance Shares (for any reason whatsoever and whether or not in breach of 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 to have arisen, then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Nature of the Grant. By entering into this agreement Agreement and accepting the grant of Performance Sharesan Option evidenced hereby, Recipient Optionee acknowledges that: (i) the Plan is established voluntarily by Lydallthe Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by Lydall the Company at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Performance Shares Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Sharesoptions, or benefits in lieu of Performance Sharesoptions, even if Performance Shares 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 Plan AdministratorCompany; (iv) the RecipientOptionee’s participation in the Plan shall not create a right to further employment with the Recipient’s employer Employer and shall not interfere with the ability of the Recipient’s employer Employer to terminate the RecipientOptionee’s employment relationship at any time with or without causetime; (v) the RecipientOptionee’s participation in the Plan is voluntary; (vi) the Performance Share grant is an Option and the Shares subject to the Option, and the income and value of same, are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to Lydall the Company or Recipient’s employerthe Employer, and which is are outside the scope of the RecipientOptionee’s employment contract, if any; (vii) the Performance Share grant is 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 paymentspayments 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 event that Recipient’s employer Plan document; (x) the future value of the underlying Shares is unknown, indeterminable and cannot Lydallbe 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 Performance Shares will and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with Lydallthe Company or any Parent, Subsidiary or Affiliate; and furthermore, the Option grant of Performance Shares will shall not be interpreted to form an employment contract with Recipient’s employer or any subsidiary or affiliate of Lydallthe Employer; and (ixxiii) in consideration of the Performance Share grant, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Performance Shares Optionee’s employment (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawsemployment 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 Recipient irrevocably releases Lydall Shares subject to the Option, and his the income and value of same, are not granted as consideration for, or her employer from 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 claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claimShares.

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 Performance SharesRSUs, Recipient the Grantee acknowledges that: (ia) the Plan is and the Administrative Regulations are established voluntarily by Lydallthe Corporation, it is they are discretionary in nature and it may be modified, amended, suspended or terminated by Lydall the Corporation at any time unless otherwise provided in time, to the Plan and this Agreementextent permitted by their terms; (iib) the grant of the Performance Shares RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance SharesRSUs, or benefits in lieu of Performance SharesRSUs, even if Performance Shares RSUs have been granted repeatedly in the past; (iiic) all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Plan AdministratorCommittee; (ivd) the Recipient’s participation Grantee is voluntarily participating in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without causePlan; (ve) the Recipient’s participation in RSUs and the Plan is voluntary; (vi) Shares subject to the Performance Share grant is an RSUs are extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to Lydall the Corporation or Recipient’s employerto the Employing Company, and which is are outside the scope of the RecipientGrantee’s employment contract, if any; (viif) the Performance Share grant is RSUs and the Shares subject to the 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, end of end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; (viiig) in the event that Recipient’s employer is RSUs and the Shares subject to the RSUs are not Lydall, intended to replace any pension rights or compensation; h) the grant of Performance Shares RSUs will not be interpreted to form an employment contract or relationship with Lydall; and furthermorethe Corporation, the grant of Performance Shares will not be interpreted to form an employment contract with Recipient’s employer Employing Company or any subsidiary Subsidiary or affiliate of Lydallthe Corporation; and (ixi) in consideration the future value of the Performance Share grantShares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the RSUs resulting from termination of the Performance Shares Grantee’s employment by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of local applicable labor laws) laws or the terms of the Grantee’s employment agreement, if any), and Recipient in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably releases Lydall and agrees never to institute any claim against the Corporation or the Employing Company, waives his or her employer ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, Recipient the Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any 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; n) unless otherwise provided in the Plan, Administrative Regulations or by the Corporation in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to pursue have the RSUs or any such claim.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 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 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 Performance SharesRSUs, Recipient the Grantee acknowledges that: (ia) the Plan is and the Administrative Regulations are established voluntarily by Lydallthe Corporation, it is they are discretionary in nature and it may be modified, amended, suspended or terminated by Lydall the Corporation at any time unless otherwise provided in time, to the Plan and this Agreementextent permitted by their terms; (iib) the grant of the Performance Shares RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance SharesRSUs, or benefits in lieu of Performance SharesRSUs, even if Performance Shares RSUs have been granted repeatedly in the past; (iiic) all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Plan AdministratorCommittee; (ivd) the Recipient’s participation Grantee is voluntarily participating in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without causePlan; (ve) the Recipient’s participation in RSUs and the Plan is voluntary; (vi) Shares subject to the Performance Share grant is an RSUs are extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to Lydall the Corporation or Recipient’s employerto the Employing Company, and which is are outside the scope of the RecipientGrantee’s employment contract, if any; (viif) the Performance Share grant is RSUs and the Shares subject to the 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, end of end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; (viiig) in the event that Recipient’s employer is RSUs and the Shares subject to the RSUs are not Lydall, intended to replace any pension rights or compensation; h) the grant of Performance Shares RSUs will not be interpreted to form an employment contract or relationship with Lydall; and furthermorethe Corporation, the grant of Performance Shares will not be interpreted to form an employment contract with Recipient’s employer Employing Company or any subsidiary Subsidiary or affiliate of Lydallthe Corporation; and (ixi) in consideration the future value of the Performance Share grantShares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the RSUs resulting from termination of the Performance Shares Grantee’s employment by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of local applicable labor laws) laws or the terms of the Grantee’s employment agreement, if any), and Recipient in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably releases Lydall and agrees never to institute any claim against the Corporation or the Employing Company, waives his or her employer ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, Recipient the Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any 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; n) unless otherwise provided in the Plan, Administrative Regulations or by the Corporation in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to pursue have the RSUs or any such claim.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 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 and accepting the grant of Performance Sharesthe Option, Recipient acknowledges that: (i) the Plan is established voluntarily by Lydall, it is discretionary in nature and it may be modified, amended, suspended or terminated by Lydall at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Performance Shares Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Sharesoptions, or benefits in lieu of Performance Sharesoptions, even if Performance Shares 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 Plan Administrator; (iv) the Recipient’s participation in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without cause; (v) the Recipient’s participation in the Plan is voluntary; (vi) the Performance Share Option grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Lydall or Recipient’s employer, and which is outside the scope of the Recipient’s employment contract, if any; (vii) the Performance Share Option 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, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (viii) in the event that Recipient’s employer is not Lydall, the grant of Performance Shares the Option will not be interpreted to form an employment contract or relationship with Lydall; and furthermore, the grant of Performance Shares the Option 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 Performance Share Option grant, no claim or entitlement to compensation or damages shall arise from termination of the Performance Shares Option (for any reason whatsoever and whether or not in breach of 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 to have arisen, then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Nature of the Grant. By entering into this agreement and accepting the grant of Performance Sharesthe Option, Recipient acknowledges that: (i) the Plan is established voluntarily by Lydall, it is discretionary in nature and it may be modified, amended, suspended or terminated by Lydall at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Performance Shares Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Sharesoptions, or benefits in lieu of Performance Sharesoptions, even if Performance Shares 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 Plan Administrator; (iv) the Recipient’s participation in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without cause; (v) the Recipient’s participation in the Plan is voluntary; (vi) the Performance Share Option grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Lydall or Recipient’s employer, and which is outside the scope of the Recipient’s employment contract, if any; (vii) the Performance Share Option 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, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (viii) in the event that Recipient’s employer is not Lydall, the grant of Performance Shares the Option will not be interpreted to form an employment contract or relationship with Lydall; and furthermore, the grant of Performance Shares the Option 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 Performance Share Option grant, no claim or entitlement to compensation or damages shall arise from termination of the Performance Shares Option (for any reason whatsoever and whether or not in breach of 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 to have arisen, then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.. NETHERLANDS Form of Non-Qual Stock Option Agreement 5 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 Agreement 6

Nature of the Grant. By entering into this agreement Agreement and accepting the grant of Performance Sharesthe PSUs evidenced hereby, Recipient Participant acknowledges that: (i) the Plan is established voluntarily by Lydallthe Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by Lydall the Company at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Performance Shares PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Sharesstock units, or benefits in lieu of Performance Sharesstock units, even if Performance Shares stock units 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 Plan AdministratorCompany; (iv) the RecipientParticipant’s participation in the Plan shall not create a right to further employment with the Recipient’s employer Employer and shall not interfere with the ability of the Recipient’s employer Employer to terminate the RecipientParticipant’s employment relationship at any time with or without causetime; (v) the RecipientParticipant’s participation in the Plan is voluntary; (vi) the Performance Share grant is an PSUs and the Shares subject to the PSUs are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to Lydall the Company or Recipient’s employerthe Employer, and which is are outside the scope of the RecipientParticipant’s employment contract, if any; (vii) the Performance Share grant is 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 paymentspayments 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 PSUs and the Shares subject to the PSUs are not intended to replace any pension rights or compensation; (ix) the vesting of this Award ceases upon termination of the employment relationship as described in Section 6 of this Agreement, except as may otherwise be explicitly provided in the event that Recipient’s employer Plan document; (x) the future value of the underlying Shares is unknown, indeterminable and cannot Lydall, be predicted with certainty; (xi) the grant of Performance Shares will the PSUs and Participant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with Lydallthe Company or any Parent, Subsidiary or Affiliate; and furthermore, the PSU grant of Performance Shares will shall not be interpreted to form an employment contract with Recipient’s employer or any subsidiary or affiliate of Lydallthe Employer; and (ixxii) in consideration of the Performance Share grant, no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from the termination of the Performance Shares Participant’s employment (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); and (xiii) unless otherwise provided in the Plan or by the Company in its discretion, the PSUs and Recipient irrevocably releases Lydall and his the benefits evidenced by this Agreement do not create any entitlement to have the Award or her employer from any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claimShares.

Nature of the Grant. By entering into this agreement Agreement and accepting the grant of Performance Sharesan Option evidenced hereby, Recipient Optionee acknowledges that: (i) the Plan is established voluntarily by Lydallthe Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by Lydall the Company at any time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Performance Shares Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Sharesoptions, or benefits in lieu of Performance Sharesoptions, even if Performance Shares 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 Plan AdministratorCompany; (iv) the RecipientOptionee’s participation in the Plan shall not create a right to further employment with the Recipient’s employer Employer and shall not interfere with the ability of the Recipient’s employer Employer to terminate the RecipientOptionee’s employment relationship at any time with or without causetime; (v) the RecipientOptionee’s participation in the Plan is voluntary; (vi) the Performance Share grant is an Option and the Shares subject to the Option are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to Lydall the Company or Recipient’s employerthe Employer, and which is are outside the scope of the RecipientOptionee’s employment contract, if any; (vii) the Performance Share grant Option 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 paymentspayments 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 Subsidiary or Affiliate of the Company; (viii) the Options and the Shares subject to the 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 event that Recipient’s employer Plan document; (x) the future value of the underlying Shares is unknown and cannot Lydallbe predicted with certainty, and if the Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease 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 of Performance Shares will and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with Lydallthe Company or any Subsidiary or Affiliate of the Company; and furthermore, the grant of Performance Shares an Option will not be interpreted to form an employment contract with Recipient’s employer the Employer or any subsidiary Subsidiary or affiliate Affiliate of Lydallthe Company; and (ixxiii) in consideration of the Performance Share Option grant, no claim or entitlement to compensation or damages shall arise from termination of the Performance exercisability of the Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from termination of Optionee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Recipient Optionee irrevocably releases Lydall the Company and his or her employer the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, Recipient Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (xiv) in the event of termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee shall not have any right to receive any future options under the Plan upon termination of Optionee’s employment relationship with the Employer as described in Section 3 of this Agreement; and (xv) the Option and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a merger, take-over or transfers of assets.

Nature of the Grant. By entering into Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this agreement and accepting Performance Award, the grant of Performance Shares, Recipient Grantee acknowledges that: (ia) the Plan is and the Administrative Regulations are established voluntarily by Lydallthe Corporation, it is they are discretionary in nature and it may be modified, amended, suspended or terminated by Lydall the Corporation at any time unless otherwise provided in time, to the Plan and this Agreementextent permitted by their terms; (iib) the grant of the Performance Shares Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance SharesAwards, or benefits in lieu of Performance SharesAwards, even if Performance Shares Awards have been granted repeatedly in the past; (iiic) all decisions with respect to future Performance Award grants, if any, will be at the sole discretion of the Plan AdministratorCommittee; (ivd) the Recipient’s participation Grantee is voluntarily participating in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without causePlan; (v) the Recipient’s participation in the Plan is voluntary; (vie) the Performance Share grant is an Award and the Shares subject to the Performance Award are extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to Lydall the Corporation or Recipient’s employerto the Employing Company, and which is are outside the scope of the RecipientGrantee’s employment contract, if any; (viif) the Performance Share grant is Award and the Shares subject to the Performance Award 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, end of end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; (viiig) in the event that Recipient’s employer is Performance Award and the Shares subject to the Performance Award are not Lydall, intended to replace any pension rights or compensation; h) the grant of the Performance Shares Award will not be interpreted to form an employment contract or relationship with Lydall; and furthermorethe Corporation, the grant of Performance Shares will not be interpreted to form an employment contract with Recipient’s employer Employing Company or any subsidiary Subsidiary or affiliate of Lydallthe Corporation; and (ixi) in consideration the future value of the Shares underlying the Performance Share grantAward is unknown, indeterminable and cannot be predicted with certainty; j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Performance Award resulting from termination of the Performance Shares Grantee’s employment by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of local applicable labor laws) laws or the terms of the Grantee’s employment agreement, if any), and Recipient in consideration of the grant of the Performance Award to which the Grantee is not otherwise entitled, the Grantee irrevocably releases Lydall and agrees never to institute any claim against the Corporation or the Employing Company, waives his or her employer ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, Recipient the Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the Performance Award; 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 Performance Award; 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; n) unless otherwise provided in the Plan, Administrative Regulations or by the Corporation in its discretion, the Performance Award and the benefits evidenced by this Agreement do not create any entitlement to pursue have the Performance Award or any such claimbenefits 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 of the Corporation; and o) the following provisions apply only if the Grantee is providing services outside the United States: i) the Performance Award and Shares underlying the Performance Award are not part of normal or expected compensation for any purpose; and ii) the Grantee acknowledges and agrees that neither the Corporation nor the Employing Company 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 Performance Award or of any amounts due to the Grantee pursuant to the settlement of the Performance Award or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By entering into Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this agreement and accepting Performance Award, the grant of Performance Shares, Recipient Grantee acknowledges that: (ia) the Plan is and the Administrative Regulations are established voluntarily by Lydallthe Corporation, it is they are discretionary in nature and it may be modified, amended, suspended or terminated by Lydall the Corporation at any time unless otherwise provided in time, to the Plan and this Agreementextent permitted by their terms; (iib) the grant of the Performance Shares Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance SharesAwards, or benefits in lieu of Performance SharesAwards, even if Performance Shares Awards have been granted repeatedly in the past; (iiic) all decisions with respect to future Performance Award grants, if any, will be at the sole discretion of the Plan AdministratorCommittee; (ivd) the Recipient’s participation Grantee is voluntarily participating in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without causePlan; (v) the Recipient’s participation in the Plan is voluntary; (vie) the Performance Share grant is an Award and the Shares subject to the Performance Award are extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to Lydall the Corporation or Recipient’s employerto the Employing Company, and which is are outside the scope of the RecipientGrantee’s employment contract, if any; (viif) the Performance Share grant is Award and the Shares subject to the Performance Award 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, end of end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; (viiig) in the event that Recipient’s employer is Performance Award and the Shares subject to the Performance Award are not Lydall, intended to replace any pension rights or compensation; h) the grant of the Performance Shares Award will not be interpreted to form an employment contract or relationship with Lydall; and furthermorethe Corporation, the grant of Performance Shares will not be interpreted to form an employment contract with Recipient’s employer Employing Company or any subsidiary Subsidiary or affiliate of Lydallthe Corporation; and (ixi) in consideration the future value of the Shares underlying the Performance Share grantAward is unknown, indeterminable and cannot be predicted with certainty; j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Performance Award resulting from termination of the Performance Shares Grantee’s employment by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of local applicable labor laws) laws or the terms of the Grantee’s employment agreement, if any), and Recipient in consideration of the grant of the Performance Award to which the Grantee is not otherwise entitled, the Grantee irrevocably releases Lydall and agrees never to institute any claim against the Corporation or the Employing Company, waives his or her employer ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, Recipient the Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the Performance Award; 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 Performance Award; 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; n) unless otherwise provided in the Plan, Administrative Regulations or by the Corporation in its discretion, the Performance Award and the benefits evidenced by this Agreement do not create any entitlement to pursue have the Performance Award or any such claim.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 of the Corporation; and o) the following provisions apply only if the Grantee is providing services outside the United States: i) the Performance Award and Shares underlying the Performance Award are not part of normal or expected compensation for any purpose; and ii) the Grantee acknowledges and agrees that neither the Corporation nor the Employing Company 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 Performance Award or of any amounts due to the Grantee pursuant to the settlement of the Performance Award or the subsequent sale of any Shares acquired upon settlement. RETENTION PERFORMANCE AWARD GRANT FORM – February 2014