THIS AGREEMENT is made and entered into as of the 16th day of March, 2000, by and between LYDALL,
INC., a Delaware corporation (the "Company"), and Walter A. Ruschmeyer (the "Executive").
W I T N E S S E T H
WHEREAS, the Company and the Executive (the "Parties") have agreed to enter into this agreement (the
"Agreement) relating to the employment of the Executive by the Company and/or one of its subsidiaries;
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. Term of Employment; Termination of Prior Agreement.
(a) The Company and/or one of its subsidiaries agrees to continue to employ the Executive, and the Executive
agrees to remain in the employment of the Company and/or one of its subsidiaries, in accordance with the terms
and provisions of this Agreement.
(b) The Employment Period under this Agreement shall be the period commencing as of the date of this
Agreement and ending on the date of termination of the Executive's employment pursuant to Section 5, 6 or 7
below, whichever is applicable.
2. Duties. It is the intention of the Parties that during the term of the Executive's employment under this
Agreement, the Executive will serve as Executive Vice President - Finance and Administration, Chief Financial
Officer of the Company or in such other senior management position as the Company shall determine. During the
Employment Period, the Executive will devote his full business time and attention and best efforts to the affairs of
the Company and its subsidiaries and his duties as Executive Vice President - Finance and Administration, Chief
Financial Officer of the Company. The Executive will have such duties as are appropriate to his position as
Executive Vice President - Finance and Administration, Chief Financial Officer of the Company, and will have
as required to enable the