2004 EXECUTIVE INCENTIVE BONUS PLAN
This document sets forth the Pall Corporation 2004 Executive Incentive Bonus Plan as adopted by the
Compensation Committee of the Board of Directors on October 16, 2003 effective for the fiscal year beginning
August 3, 2003 and subsequent fiscal years, subject to approval by shareholders.
The purpose of the Plan is to encourage greater focus on performance among the key executives of the
Corporation by relating a significant portion of their total compensation to the achievement of annual financial
2. Certain Definitions
As used herein with initial capital letters, the following terms shall have the following meanings:
"Average Equity" shall mean, for any Fiscal Year, the average of stockholders' equity as shown on the fiscal year-
end consolidated balance sheet of the Corporation and its subsidiaries as of the end of such Fiscal Year and as of
the end of the immediately preceding Fiscal Year except that the amounts shown on said balance sheets as
"Accumulated other comprehensive" income or loss, as the case may be, shall be disregarded.
"Base Salary" shall mean, with respect to any Executive and for any Fiscal Year, the annual rate of base salary in
effect for the Executive as of the first day of such year or, if later, as of the first day of the Executive's Term of
Employment, as determined under the Executive's Employment Agreement.
"Board of Directors" shall mean the Board of Directors of the Corporation.
"Bonus" shall mean the bonus payable to an Executive under this Plan for any Fiscal Year.
"CEO" shall mean the Chief Executive Officer of the Corporation.
"Change in Control" means the occurrence of any of the following:
(a) the "Distribution Date" as defined in Section 3 of the Rights Agreement dated as of November 17, 1989
between the Corporation and United States Trust Company of New York as Rights Agent, as amended by
Amendment No. 1 thereto dated April 20, 1999, and as the same