EMPLOYMENT AGREEMENT dated December 18, 2001, between PALL CORPORATION, a New York
corporation (the "Company"), and ERIC KRASNOFF ("Executive").
WHEREAS, the parties hereto are parties to an Employment Agreement dated November 15, 2001 (the
"Existing Agreement"), and
WHEREAS, on the date hereof the Compensation Committee of the Board of Directors of the Company has
approved the substitution of subsection (f) of ss.6 hereof for ss.6(f) of the Existing Agreement and, accordingly,
the parties desire to terminate the Existing Agreement and simultaneously replace it with this Agreement, effective
August 1, 2001 (that having been the effective date of the Existing Agreement),
NOW, THEREFORE, in consideration of the foregoing and 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") which began
August 1, 2001 (the "Term Commencement Date") and ending, unless sooner terminated under ss.2 or 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 second anniversary of the date on which such notice is given.
(a) As used herein, the term "chief executive officer" means the person who has the title of chief executive officer
of the Company and also has such authority and duties as are customarily possessed by and assigned to a chief
executive officer. If at any time during the Term of Employment--
(i) the Board of Directors shall fail to elect Executive to, or shall remove him from, the office which, in
accordance with the by-laws as then in effect or any resolution or resolutions of the Board of Directors, carries
with it the title, authority and duties of chief executive officer, or
(ii) the by-laws