EMPLOYMENT AGREEMENT dated May 1, 2003 between PALL CORPORATION, a New York
corporation (the "Company"), and Marcus Wilson ("Executive").
In consideration of the mutual agreements hereinafter set forth, the parties hereto agree as follows:
ss.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 ss.2, for a term (hereinafter called the "Term of Employment") beginning
August 1, 2003 (the "Term Commencement Date") and ending, unless sooner terminated under ss.4, on the
effective date specified in a notice of termination given by either party to the other except that such effective date
shall not be earlier than the later of (i) July 31, 2006, and (ii) the second anniversary of the date on which such
notice is given.
(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