KIM A. DAVIS
This agreement is dated October 27, 1996 among PALL CORPORATION, a New York corporation ("Pall"),
GELMAN SCIENCES INC., a Michigan corporation ("Gelman"), and KIM A. DAVIS (the "Executive" and,
together with Pall and Gelman, the "Parties").
The Executive has been a key employee of Gelman, and the Parties desire, subject to the merger of Pall's wholly-
owned subsidiary, Pall Acquisition Corporation, a Michigan corporation, with and into Gelman (the "Merger"), to
enter into an employment agreement on the terms and conditions hereinafter set forth. This Agreement shall
become effective upon the closing of the Merger (the "Closing") and shall not take effect until the date of the
Closing (the "Closing Date").
In consideration of the Merger and the payments to the Executive hereunder, all prior employment contracts and
any amendments to such contracts between the Executive and Gelman in effect as of the Closing shall be
terminated on the Closing Date and shall be of no further force or effect.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Parties agree as
SECTION 1. EMPLOYMENT AND TERM
Gelman hereby employs the Executive, and the Executive hereby agrees to serve, as President and Chief
Operating Officer of Gelman, with the duties set forth in Section 2, for a term
(hereinafter called the "Term of Employment") beginning on the Closing Date and continuing thereafter until
terminated on three years' prior written notice. Notwithstanding the provisions of the immediately preceding
sentence of this
Section 1, this Agreement may automatically terminate earlier in the manner set forth in Section 5.
SECTION 2. DUTIES
(a) The Executive is to serve as President and Chief Operating Officer of Gelman. The immediately preceding
sentence of this Section 2(a) shall not be construed to limit the power of the Board of Gelman (the "Board") to
elect officers annually or to remove officers in accordance with the bylaws