THIS AGREEMENT is made and entered by and between LYDALL, INC., a Delaware corporation (the “Company”),
and Peter Ferris (the “Employee”).
WHEREAS, the Company and the Employee (the “Parties”) have agreed to enter into this agreement (the
“Agreement) relating to the termination of the employment of the Employee;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and
valuable consideration, the Parties, intending to be legally bound, agree as follows:
1. Termination of Employment by the Company .
1.1 Termination by the Company Other Than For Cause . The Company may terminate the Employee’s employment at
any time other than for Cause (as defined in Section 1.2), by giving the Employee a written notice of termination at least 30 days
before the date of termination (or such lesser notice period as the Employee may agree to). In the event of such a termination of
employment pursuant to this Section 1.1, the Employee shall be entitled to receive (i) the benefits described in Section 3 if such
termination of employment does not occur within 18 months following a “Change of Control” (as defined in Section 5), or (ii) the
benefits described in Section 4 if such termination of employment occurs within 18 months following a Change of Control.
1.2 Termination for Cause . The Company may terminate the Employee’s employment immediately for Cause for any of
the following reasons: (i) an act or acts of dishonesty or fraud by the Employee relating to the performance of his services to the
Company; (ii) a breach by the Employee of his duties or responsibilities under this Agreement resulting in significant
demonstrable injury to the Company or any of its subsidiaries; (iii) the Employee’s conviction of a felony or any crime involving
moral turpitude; (iv) the Employee’s material failure (for reasons other than death or Disability) to perform his duties under this
Agreement or insubordination (defined as refusal to