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Exhibit 10.5
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated October 6, 1997,
between PALL CORPORATION, a New York corporation (the "Company"), and XXXXXX
XXXXXXX-SURRY ("Executive").
WHEREAS, the parties hereto are parties to an Employment Agreement
dated August 1, 1994 providing for a Term of Employment beginning on that date
and ending not earlier than July 31, 1999 (the "Original Agreement"); and
WHEREAS, the parties desire to extend the term of and make certain
other amendments to the Original Agreement; and
WHEREAS, for convenience, the parties desire to restate the Original
Agreement as proposed to be amended so that, as thus restated, there will be a
single document embodying and constituting the Original Agreement as amended to
and including the date hereof,
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements hereinafter set forth, the parties hereto agree that from and after
the date hereof the Employment Agreement between them reads and provides as
follows:
Section 1. Employment and Term.
The Company hereby employs Executive, and Executive hereby agrees to
serve, as an executive employee of the Company, with the duties set forth in
Section 2, for a term (hereinafter called the "Term of Employment") which began
August 1, 1994 (the "Term Commencement Date") and ending, unless sooner
terminated under Section 4, on the effective date specified in a notice of
termination given by either party to the other except that such effective date
shall
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not be earlier than the later of (i) July 31, 2003 and (ii) the second
anniversary of the date on which such notice is given.
Section 2. Duties.
(a) Executive agrees that during the Term of Employment he will hold
such offices or positions with the Company, and perform such duties and
assignments relating to the business of the Company, as the Board of Directors
or the chief executive officer of the Company shall direct except that Executive
shall not be required to hold any office or position or to perform any duties or
assignment inconsistent with his experience and qualifications or not
customarily performed by a corporate officer. The Company represents to
Executive that the Board of Directors (acting by its Compensation Committee) has
authorized the making of this Agreement and expressed its present intention that
during the Term of Employment Executive will be an elected officer of the
Company. The failure of any future Board of Directors to elect Executive as an
officer of the Company shall not, however, be deemed to relieve either party
hereto of any of his or its obligations under this Agreement.
(b) If the Board of Directors or the chief executive officer of the
Company so directs, Executive shall serve as an officer of one or more
subsidiaries of the Company (provided that the duties of such office are not
inconsistent with Executive's experience and qualifications and are duties
customarily performed by a corporate officer) and part or all of the
compensation to which Executive is entitled hereunder may be paid by such
subsidiary
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or subsidiaries. However, such employment and/or payment of Executive by a
subsidiary or subsidiaries shall not relieve the Company from any of its
obligations under this Agreement except to the extent of payments actually made
to Executive by a subsidiary.
(c) During the Term of Employment, Executive shall, except during
customary vacation periods and periods of illness, devote substantially all of
his business time and attention to the performance of his duties hereunder and
to the business and affairs of the Company and its subsidiaries and to promoting
the best interests of the Company and its subsidiaries, and he shall not, either
during or outside of such normal business hours, engage in any activity inimical
to such best interests.
Section 3. Compensation and Benefits During Term of Employment.
(a) Base Salary. With respect to the period beginning on the Term
Commencement Date and ending on July 31, 1997, the Company paid Executive a Base
Salary in accordance with the provisions of Section 3(a) of the Original
Agreement. With respect to the Contract Year beginning on August 1, 1997 and
ending on July 31, 1998, the Company shall pay Executive a Base Salary (in
addition to the compensation provided for elsewhere in this Agreement) at the
rate of $367,600 per annum (hereinafter called the "Original Base Salary"). With
respect to each Contract Year beginning with the Contract Year which starts
August 1, 1998, the Company shall pay Executive a Base Salary at such rate as
the Board of Directors may determine but not less than the Original Base Salary
adjusted as follows: The term "Contract Year" as used herein means the period
from August 1 of each year through
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July 31 of the following year. For each Contract Year during the Term of
Employment beginning with the Contract Year which starts August 1, 1998, the
minimum compensation payable to Executive under this Section 3(a) (hereinafter
called the "Minimum Base Salary") shall be determined by increasing (or
decreasing) the Original Base Salary by the percentage increase (or decrease) of
the Consumer Price Index (as hereinafter defined) for the month of June
immediately preceding the start of the Contract Year in question over (or below)
the Consumer Price Index for June 1997. The term "Consumer Price Index" as used
herein means the "Consumer Price Index for all Urban Consumers" compiled and
published by the Bureau of Labor Statistics of the United States Department of
Labor for "New York - Northern New Jersey - Long Island, NY-NJ-CT." To
illustrate the operation of the foregoing provisions of this Section 3(a):
Executive's Base Salary for the Contract Year August 1, 1998 through July 31,
1999 shall be not less than the Original Base Salary adjusted by the percentage
increase (or decrease) of the Consumer Price Index for June 1998 over (or below)
said Index for June 1997. Further adjustment in the Minimum Base Salary shall be
made for each ensuing Contract Year, in each case (i) using the Consumer Price
Index for June 1997 as the base except as provided in the immediately following
paragraph hereof and (ii) applying the percentage increase (or decrease) in the
Consumer Price Index since said base month to the Original Base Salary to
determine the Minimum Base Salary. The Base Salary shall be paid in such
periodic installments as the Company may determine but not less often than
monthly.
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If with respect to any Contract Year (including the Contract Year
beginning August 1, 1998) the Board of Directors fixes the Base Salary at an
amount higher than the Minimum Base Salary, then (unless a resolution adopted
simultaneously with the resolution fixing such higher Base Salary for such
Contract Year provides otherwise), for the purpose of determining the Minimum
Base Salary for subsequent Contract Years: (i) the amount of the higher Base
Salary so fixed shall be deemed substituted for the Original Base Salary
wherever the Original Base Salary is referred to in the immediately preceding
paragraph hereof, and (ii) the base month for determining the Consumer Price
Index adjustment shall be June of the calendar year in which the Contract Year
to which such higher Base Salary is applicable begins (e.g., if the Board fixes
a Base Salary for the Contract Year beginning August 1, 1998 which is higher
than the Minimum Base Salary, then June 1998 would become the base month for the
purposes of making the CPI adjustment to determine the Minimum Base Salary for
subsequent Contract Years).
(b) Bonus Compensation. With respect to each fiscal year of the Company
falling in whole or in part within the Term of Employment beginning with the
fiscal year ending July 30, 1994, Executive shall be entitled to a bonus (in
addition to his Base Salary) in such amount and computed in such manner as shall
be determined by the Board of Directors but in no event shall the bonus payable
to Executive under this Section 3(b) be less than an amount computed by applying
to the fiscal year in question the following bonus formula:
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"Bonus Compensation" means the amount, if any, payable to
Executive under this Section 3(b).
"Average Equity" means the average of stockholders' equity as
shown on the fiscal year-end consolidated balance sheet of the Company
as of the end of the fiscal year with respect to which Bonus
Compensation is being computed hereunder and as of the end of the
immediately preceding fiscal year (e.g., "Average Equity" to be used in
computing Bonus Compensation for the fiscal year ending July 30, 1994
will be the average of stockholders' equity as of July 31, 1993 and
July 30, 1994) except that the amount shown as the "equity adjustment
from foreign currency translation" on each such consolidated balance
sheet shall be disregarded and the amount of $3,744,000 shall be the
equity adjustment (increase) from foreign currency translation used to
determine stockholders' equity at each such year-end balance sheet
date.
"Net Earnings" means the after-tax consolidated net earnings
of the Company and its subsidiaries as certified by its independent
accountants for inclusion in the annual report to stockholders.
"Return on Equity" means Net Earnings as a percentage of
Average Equity.
For fiscal years 1994 and 1995, "Zero Bonus Percentage" shall
mean a Return on Equity of 12.5%. For fiscal year 1994, "Maximum Bonus
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Percentage" shall mean a Return on Equity of 19%. For fiscal years
after fiscal 1995, the Company shall determine the Zero Bonus
Percentage, and for fiscal years after fiscal 1994, the Company shall
determine the Maximum Bonus Percentage, consistent in each case with
expected results based upon the Company's normal projection procedures,
or based on sound statistical or trend data, and the determination by
the Company of such percentages shall be conclusive and binding on
Executive.
If Return on Equity for the fiscal year in question is the Zero Bonus Percentage
or less, no Bonus Compensation shall be payable. If Return on Equity equals or
exceeds the Maximum Bonus Percentage, the Bonus Compensation payable to
Executive shall be 75% of his Base Salary. If Return on Equity is more than the
Zero Bonus Percentage and less than the Maximum Bonus Percentage, the Bonus
Compensation shall be increased from zero percent of Base Salary towards 75% of
Base Salary in the same proportion that Return on Equity increases from the Zero
Bonus Percentage to the Maximum Bonus Percentage. Thus, for example, if Return
on Equity for fiscal 1995 is 15.75% (the midpoint between 12.5% and 19%, the
Company on July 11, 1994 having determined the Maximum Bonus Percentage for
fiscal 1995 to be 19%), the Bonus Compensation shall be an amount equal to 37.5%
of Executive's Base Salary (the midpoint between zero percent of Base Salary and
75% of Base Salary).
The Bonus Compensation shall be paid in installments as follows:
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(i) 50% of the estimated amount thereof in July of the fiscal
year with respect to which the Bonus Compensation is payable (e.g., 50%
in July 1994 with respect to Bonus Compensation for the fiscal year
ending July 30, 1994), based on the then current projections of Return
on Equity, and
(ii) the balance thereof not later than January 15 next
following the end of the fiscal year with respect to which the Bonus
Compensation is payable.
With respect to any fiscal year of the Company which falls in part but
not in whole within the Term of Employment, the Bonus Compensation to which
Executive is entitled under this Section 3(b) shall be prorated on the basis of
the number of days of such fiscal year falling within the Term of Employment
except that if the Term of Employment ends within five days before or after the
end of a fiscal year, there shall be no proration and the Bonus Compensation
shall be payable with respect to the full fiscal year ending within such
five-day period.
(c) Fringe Benefits and Perquisites. During the Term of Employment,
Executive shall enjoy the customary perquisites of office, including but not
limited to office space and furnishings, secretarial services, expense
reimbursements, and any similar emoluments customarily afforded to senior
executive officers of the Company. Executive shall also be entitled to receive
or participate in all "fringe benefits" and employee benefit plans provided or
made available by the Company to its executives or management personnel
generally, such
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as, but not limited to, group hospitalization, medical, life and disability
insurance, and pension, retirement, profit-sharing and stock option or purchase
plans.
(d) Vacation. Executive shall be entitled each year to a vacation or
vacations in accordance with the policies of the Company as determined by the
Board or by an authorized senior officer of the Company from time to time. The
Company shall not pay Executive any additional compensation for any vacation
time not used by Executive.
Section 4. Termination by Reason of Disability, Death, Retirement or
Change of Control.
(a) Disability or Death. If, during the Term of Employment, Executive,
by reason of physical or mental disability, has been incapable of performing his
principal duties hereunder for an aggregate of 130 working days out of any
period of 12 consecutive months, the Company at its option may terminate the
Term of Employment effective immediately by notice to Executive given within 90
days after the end of such 12-month period. If Executive shall die during the
Term of Employment or if the Company terminates the Term of Employment pursuant
to the immediately preceding sentence by reason of Executive's disability, the
Company shall pay to Executive, or to Executive's legal representatives, or in
accordance with a direction given by Executive to the Company in writing,
Executive's Base Salary to the end of the month in which such death or
termination for disability occurs and Executive's Bonus Compensation prorated to
said last day of the month.
(b) Retirement.
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(i) The Term of Employment shall end automatically, without
action by either party, on Executive's 65th birthday unless prior to
such birthday Executive and the Company have agreed in writing that the
Term of Employment shall continue past such 65th birthday. In that
event, unless the parties have agreed otherwise, the Term of Employment
shall be automatically renewed and extended each year, as of
Executive's birthday, for an additional one-year term, unless either
party has given a Non-Renewal Notice. A Non-Renewal Notice shall be
effective as of Executive's ensuing birthday only if given not less
than 60 days before such birthday and shall state that the party giving
such notice elects that this Agreement shall not automatically renew
itself further, with the result that the Term of Employment shall end
on Executive's ensuing birthday.
(ii) If the Term of Employment ends pursuant to this paragraph
by reason of a notice given by either party as herein permitted or
automatically at age 65 or any subsequent birthday, the Company shall
pay to Executive, or to another payee specified by Executive to the
Company in writing, Executive's Base Salary and Bonus Compensation
prorated to the date on which the Term of Employment ends.
(iii) Anything hereinabove to the contrary notwithstanding, if
any provision of this paragraph violates federal or applicable state
law relating to discrimination on account of age, such provision shall
be deemed modified or suspended to the extent necessary to eliminate
such violation of law. If at a later date, by reason of changed
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circumstances or otherwise, the enforcement of such provision as set
forth herein would no longer constitute a violation of law, then it
shall be enforced in accordance with its terms as set forth herein.
(c) Change of Control. In event of a Change of Control (as hereinafter
defined), Executive shall have the right to terminate the Term of Employment, by
notice to the Company given at any time after such Change of Control, effective
on the date specified in such notice, which date shall not be more than (but can
be less than) one year after the giving of such notice. A Change of Control
shall be deemed to have occurred at such time as a majority of the directors
then in office are not Continuing Directors as defined in subparagraph (C)(6) of
Paragraph 12 of the Company's Restated Certificate of Incorporation dated
November 23, 1993 and filed by the New York Department of State on December 7,
1993.
Section 5. Severance.
Executive shall be entitled to receive severance pay from the Company,
in the amount determined as hereinafter in this paragraph provided, in the event
that the Term of Employment is terminated by the Company under Section 1 hereof
or by Executive under Section 4(c) hereof. The amount of such severance pay
shall be an amount equal to the Base Salary which would have been payable to
Executive during the 12 months following the date on which the Term of
Employment ends by reason of such termination, plus 75% of such Base Salary
(representing the maximum Bonus Compensation payable under Section 3(b) hereof).
Executive
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shall have the option of (i) having such severance payment made in installments,
over the 12 months following the end of the Term of Employment, at the same
times at which Executive's Base Salary and Bonus Compensation would have been
paid had the Term of Employment not been terminated or (ii) accepting as such
severance pay an amount equal to the present value, as of the date on which the
Term of Employment ends, of the stream of payments payable under clause "(i)" of
this sentence, except that if Executive elects a lump-sum payment under this
clause "(ii)," there shall be no cost-of-living adjustment of the Base Salary as
would otherwise be made in accordance with Section 3(a) hereof (because at the
time such lump-sum payment is made, the amount of the cost-of-living adjustment
would not be known). In determining such present value, a discount rate of 8%
shall be utilized. The severance payment provided for herein if Executive elects
a lump sum shall be made within 20 days after the end of the Term of Employment.
Section 6. Annual Contract Pension and Medical Coverage After Term of
Employment.
(a) For a period of 60 consecutive months beginning at the end of the
Term of Employment (unless Executive is entitled to severance pay under Section
5 hereof, in which event said period of months shall begin on the first
anniversary of the end of the Term of Employment), the Company shall pay
(i) to Executive during his lifetime, and
(ii) if Executive is not living at the time any such payment
is due, then to such payee or payees (including a trust or trusts) as
Executive may at any time
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(whether during or after the Term of Employment) 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 (any such designated payee or estate being hereinafter called
"Executive's Successor")
an "Annual Contract Pension" computed as follows: The term "Final Pay" as used
herein means one-third of the aggregate of Executive's total cash compensation
(i.e., Base Salary plus incentive compensation and any other bonus payments) for
those three full fiscal years out of the last five full fiscal years of the Term
of Employment with respect to which three fiscal years Executive received the
highest total cash compensation. The Annual Contract Pension payable to
Executive for each "Retirement Year" (as hereinafter defined) shall be an amount
determined by (I) adjusting Executive's Final Pay for changes in the Consumer
Price Index in the manner set forth in Section 3(a) except that for purposes of
the adjustment under this Section 6, the base month, instead of being June 1997,
shall be the month preceding the month in which payment of the Annual Contract
Pension commences and the comparison month shall be the same month in each
succeeding year and (II) multiplying the Final Pay as so adjusted by 60% and
subtracting therefrom Executive's Qualified Plan Pension Benefit (as hereinafter
defined). As used herein, "Executive's Qualified Plan Pension Benefit" means the
annual amount which Executive would be entitled to receive as a pension benefit
under the Pall Corporation Pension Plan in the form of a pension (i) payable
only to him and during his lifetime (whether or not he elects to receive payment
of his qualified plan pension in
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some other form, e.g., a joint and survivor annuity) and (ii) which begins on
the first day of the month in which payment of the Annual Contract Pension
commences (whether or not the qualified plan pension in fact begins on such
first day). The amount of the offset for Executive's Qualified Plan Pension
Benefit as fixed in accordance with the preceding sentence shall remain constant
throughout the term of the Annual Contract Pension irrespective of any election
which Executive may make under the Pall Corporation Pension Plan, e.g., an
election to defer the start of benefit payments under that plan to a later date.
(b) Each 12-month period beginning on the first day of the month in
which the Annual Contract Pension first becomes payable hereunder and on the
first day of the same month during each of the succeeding years in which the
Annual Contract Pension is payable hereunder is herein called a "Retirement
Year." There shall be no adjustment of the Final Pay based on the Consumer Price
Index for the purpose of determining the Annual Contract Pension for the first
Retirement Year so that during such first Retirement Year the Annual Contract
Pension shall be 60% of Final Pay minus Executive's Qualified Plan Pension
Benefits; there shall be such CPI adjustment of Final Pay for the purpose of
determining the Annual Contract Pension for the second and each succeeding
Retirement Year.
(c) The Annual Contract Pension shall be paid in equal monthly
installments on the last business day of each month during the period with
respect to which the Annual Contract Pension is payable.
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(d) So long as Executive is living it shall be a condition of the
payment of the Annual Contract Pension that, to the extent permitted by
Executive's health, he shall be available for advisory services requested by the
Board of Directors of the Company, the Executive Committee of said Board or the
chief executive officer of the Company, provided that such advisory services
shall not require more than 15 hours in any month. The Company shall reimburse
Executive for all travel and other expenses which he incurs in connection with
such advisory services.
(e) At the option of the Board of Directors of the Company, payment of
the Annual Contract Pension shall cease and the right of Executive and
Executive's Successor to all future such payments shall be forfeited if
Executive shall, without the written consent of the chief executive officer of
the Company, render services to any corporation or other entity engaged in any
activity, or himself engage in any activity, which is competitive to any
material extent with the business in which the Company or any of its
subsidiaries shall be engaged at the end of the Term of Employment and in which
the Company or any such subsidiary shall still be engaged at the date such
services or activity is rendered or engaged in by Executive, provided, however,
that if the Company terminates under Section 1 following a Change of Control (as
defined in Section 4(c)), the provisions of this Section 6(e) shall be deemed
deleted from this Agreement and shall have no force or effect.
(f) Beginning at the end of the Term of Employment, the Company at its
sole expense shall provide "full medical coverage" (as hereinafter defined) for
Executive during
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his lifetime. As used herein, "full medical coverage" means coverage which, when
taken in conjunction with any government-financed medical coverage available to
Executive, will pay or reimburse Executive for all "Medical Expenses," which
term as used herein means and includes all costs of doctors, hospitalization and
related services incurred by Executive, provided, however, that Executive shall
not be required to participate in or utilize any government-financed medical
coverage or scheme (i) which does not allow the participants a free choice of
doctors and hospitals or (ii) which is available only if the participant passes
a "means test"; i.e., has assets or income below a specified level. Without
limiting the generality of the preceding "provided, however" clause, if at any
time Executive shall reside in the United Kingdom, he shall be entitled to
coverage hereunder provided by the Company which will enable him to participate
in a private medical plan rather than the so-called "National Health". The
Company shall have the option of providing such coverage either through
insurance (a group policy or an individual policy, at the Company's option) or
if for any reason such insurance coverage is not available or is deemed by the
Company to be unduly expensive, the Company shall itself pay or reimburse
Executive for all Medical Expenses in excess of the portion thereof paid by any
government-financed coverage which Executive is obligated to utilize under the
preceding provisions of this paragraph.
Section 7. Internal Revenue Code Section 4999.
If any payments to Executive, whether under this Agreement or
otherwise, would be subject to excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended,
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then payments hereunder shall be reduced or deferred to the extent required (and
only to the extent required) to avoid the application of Section 4999; provided,
however, that no such reduction or deferral shall be made unless as a result
thereof Executive's after-tax economic position (taking into account not only
payments under this Agreement and the taxes thereon, but also the taxes that
would otherwise be imposed on any payments to which Executive is otherwise
entitled) would be improved. In making the determination whether Executive's
after-tax economic position would be so improved, the judgment of a certified
public accountant or attorney chosen by Executive shall be final. In the event
of a reduction or deferral of payments pursuant to this paragraph, Executive
shall be entitled to specify which payments shall be reduced or deferred.
Section 8. Acceleration of Stock Options.
On the date which is 30 days before the date on which the Term of
Employment will end by reason of a notice of termination given by either party
hereto under any of the provisions hereof, all employee stock options held by
Executive shall become exercisable in full (i.e., to the extent that any such
option or portion thereof is not yet exercisable, the right to exercise the same
in full shall be accelerated) and such option shall thereafter be fully vested
and exercisable in full (to the extent not theretofore exercised) until it
expires by its terms.
Section 9. Covenant Not to Compete.
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For a period of 18 months after the end of the Term of Employment if
the Term of Employment is terminated by notice to the Company given by Executive
under Section 1 or Section 4 hereof, or for a period of 12 months after the end
of the Term of Employment if the Term of Employment is terminated by notice to
Executive given by the Company under Section 1 or Section 4 hereof or terminates
under Section 4 by reason of Executive's attaining the age of 65, Executive
shall not render services to any corporation or other entity engaged in any
activity, or himself engage directly or indirectly in any activity, which is
competitive to any material extent with the business of the Company or any of
its subsidiaries, provided, however, that if the Company terminates under
Section 1 following a Change of Control (as defined in Section 4(c)), the
foregoing covenant not to compete shall not apply.
Section 10. Company's Right to Injunctive Relief.
Executive acknowledges that his services to the Company are of a unique
character, which gives them a peculiar value to the Company, the loss of which
cannot be reasonably or adequately compensated in damages in an action at law,
and that therefore, in addition to any other remedy which the Company may have
at law or in equity, the Company shall be entitled to injunctive relief for a
breach of this Agreement by Executive.
Section 11. Inventions and Patents.
All inventions, ideas, concepts, processes, discoveries, improvements
and trademarks (hereinafter collectively referred to as intangible rights),
whether patentable or registrable or not, which are conceived, made, invented or
suggested either by Executive alone or by
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Executive in collaboration with others during the Term of Employment, and
whether or not during regular working hours, shall be disclosed to the Company
and shall be the sole and exclusive property of the Company. If the Company
deems that any of such intangible rights are patentable or otherwise registrable
under any federal, state or foreign law, Executive, at the expense of the
Company, shall execute all documents and do all things necessary or proper to
obtain patents and/or registrations and to vest the Company with full title
thereto.
Section 12. Trade Secrets and Confidential Information.
Executive shall not, either directly or indirectly, except as required
in the course of his employment by the Company, disclose or use at any time,
whether during or subsequent to the Term of Employment, any information of a
proprietary nature owned by the Company, including but not limited to records,
data, formulae, documents, specifications, inventions, processes, methods and
intangible rights which are acquired by him in the performance of his duties for
the Company and which are of a confidential information or trade-secret nature.
All records, files, drawings, documents, equipment and the like, relating to the
Company's business, which Executive shall prepare, use, construct or observe,
shall be and remain the Company's sole property. Upon the termination of his
employment or at any time prior thereto upon request by the Company, Executive
shall return to the possession of the Company any materials or copies thereof
involving any confidential information or trade secrets and shall not take any
material or copies thereof from the possession of the Company.
Section 13. Mergers and Consolidations; Assignability.
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In the event that the Company, or any entity resulting from any merger
or consolidation referred to in this Section 13 or which shall be a purchaser or
transferee so referred to, shall at any time be merged or consolidated into or
with any other entity or entities, or in the event that substantially all of the
assets of the Company or any such entity shall be sold or otherwise transferred
to another entity, the provisions of this Agreement shall be binding upon and
shall inure to the benefit of the continuing entity in or the entity resulting
from such merger or consolidation or the entity to which such assets shall be
sold or transferred. Except as provided in the immediately preceding sentence of
this Section 13, this Agreement shall not be assignable by the Company or by any
entity referred to in such immediately preceding sentence. This Agreement shall
not be assignable by Executive, but in the event of his death it shall be
binding upon and inure to the benefit of his legal representatives to the extent
required to effectuate the terms hereof.
Section 14. Captions.
The captions in this Agreement are not part of the provisions hereof,
are merely for the purpose of reference and shall have no force or effect for
any purpose whatsoever, including the construction of the provisions of this
Agreement, and if any caption is inconsistent with any provisions of this
Agreement, said provisions shall govern.
Section 15. Choice of Law.
This Agreement is made in, and shall be governed by and construed in
accordance with the laws of, the State of New York.
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Section 16. Entire Contract.
This Agreement contains the entire agreement of the parties on the
subject matter hereof except that the rights of the Company hereunder shall be
deemed to be in addition to and not in substitution for its rights under the
Company's standard printed form of "Employee's Secrecy and Invention Agreement"
or "Employee Agreement" if heretofore or hereafter entered into between the
parties hereto so that the making of this Agreement shall not be construed as
depriving the Company of any of its rights or remedies under any such Secrecy
and Invention Agreement or Employee Agreement. This Agreement may not be changed
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
Section 17. Notices.
All notices given hereunder shall be in writing and shall be sent by
registered or certified mail or overnight delivery service such as Federal
Express or delivered by hand, and, if intended for the Company, shall be
addressed to it (if sent by mail or overnight delivery service) or delivered to
it (if delivered by hand) at is principal office for the attention of the
Secretary of the Company, or at such other address and for the attention of such
other person of which the Company shall have given notice to Executive in the
manner herein provided, and, if intended for Executive, shall be delivered to
him personally or shall be addressed to him (if sent by mail or overnight
delivery service) at his most recent residence address shown in the Company's
employment records or at such other address or to such
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designee of which Executive shall have given notice to the Company in the manner
herein provided. Each such notice shall be deemed to be given on the date on
which it is mailed or received by the overnight delivery service or, if
delivered personally, on the date so delivered.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Employment Agreement as of the day and year first above written.
PALL CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Chairman and Chief Executive Officer
/s/ Xxxxxx Xxxxxxx-Surry
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Xxxxxx Xxxxxxx-Surry
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