THIS AGREEMENT MADE THIS FIRST DAY OF MARCH, 1995 BY AND BETWEEN LYDALL,
INC. (THE "COMPANY") AND LEONARD R. JASKOL (THE "EXECUTIVE").
W I T N E S S E T H :
EXECUTIVE IS EMPLOYED BY THE COMPANY AS ITS CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER. THE COMPANY AND EXECUTIVE HAVE AGREED THAT IF EXECUTIVE
SHOULD CEASE TO BE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE
COMPANY UNDER THE CIRCUMSTANCES SET FORTH IN THIS AGREEMENT HIS
EMPLOYMENT WILL BE CONTINUED IN ANOTHER CAPACITY FOR A SPECIFIED PERIOD;
NOW, THEREFORE, THE COMPANY AND EXECUTIVE, IN CONSIDERATION OF THE
PROMISES SET FORTH BELOW, AGREE AS FOLLOWS:
Executive to Serve as Chairman, President and Chief Executive Officer.
The Executive shall continue to act as Chairman, President and Chief Executive Officer of the Company, subject
to the direction of its Board of Directors.
Definitions. The phrase "Change of Control," as used in this Agreement, shall mean i) an acquisition of the
Company by means of a merger or consolidation or purchase of substantially all of its assets if and when incident
thereto (a) the composition of the Board of Directors of the Company (the "Board") or its successor changes so
that a majority of the Board
is not comprised of individuals who were members of the board immediately prior to such merger, consolidation
or purchase of assets or (b) the stockholders of the Company acquire a right to receive, in exchange for or upon
surrender a majority of their stock, cash or other securities or a combination of the two; and/or ii) the acquisition
by a person (as that term is hereafter defined) of the voting rights with respect to 25 percent or more of the
outstanding Common Stock of the Company if such person was not an officer of director of the Company on the
date of this Agreement; and/or iii) the election or appointment to the Board of any director or directors whose
appointment or election or nomination for election was not approved by a vote of at le