MANAGEMENT STOCK PURCHASE PLAN
This document sets forth the Pall Corporation Management Stock Purchase Plan as adopted effective June 29,
1999 and amended effective October 1, 1999 and January 19, 2000.
The purpose of the Plan is to encourage key employees of the Corporation and its Affiliated Companies to
increase their ownership of shares of the Corporation's Common Stock by providing such employees with an
opportunity to elect to have portions of their total annual compensation paid in the form of Restricted Units, and
to have additional matching Restricted Units credited with respect thereto.
The Plan also provides certain employees with an opportunity to elect to defer payment with respect to the
Restricted Units credited to them that become vested. With respect to these provisions, the Plan is intended to
constitute an unfunded plan of deferred compensation for "a select group of management or highly compensated
employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
As used herein, the following terms shall have the following meanings:
"Account" and "Subaccount" shall mean, respectively, the account, and each Subaccount within such Account,
that is established for a Participant pursuant to Section 8.
"Affiliated Companies" shall mean each direct or indirect subsidiary of the Corporation.
"Beneficiary" shall mean the person or persons designated by a Participant in accordance with Section 12 to
receive any payment that is required to be made under the Plan upon the Participant's death.
"Board of Directors" shall mean the Board of Directors of the Corporation.
"Bonus" shall mean, with respect to any Eligible Employee for any Plan Year , the Bonus payable to such Eligible
Employee during such year under the Corporation's Executive Incentive Bonus Plan, or, if applicable, under the
terms of the Eligible Employee's employment agreement w