EXHIBIT 10.27
PALL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(as amended effective October 17, 2003)
PALL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Pall Corporation Employee Stock Purchase Plan (the "Plan") is to offer certain
Employees of Pall Corporation (the "Company") and Affiliated Companies an incentive to invest in common
shares, par value $.10 per share (each, a "Share") of the Company, by permitting eligible Employees to purchase
Shares at below-market prices. The Plan is intended to qualify as an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The stock purchase
plan of the same name maintained by the Company prior to November 1, 1999 (the "Prior Plan") is hereby
amended and superseded by this Plan. In the event that the Plan is adopted by any non-U.S. Affiliated Company
and is subject to the laws of another country, a separate document may be prepared for such company reflecting
the specific requirements of applicable law, and such document, and not this document, shall determine all rights
of all Employees of such company.
2. Definitions. Capitalized terms used in this Plan shall have the following meanings unless defined elsewhere
herein.
"Affiliated Company" means, at the time of the granting of an option under the Plan, any corporation of which not
less than 80% of the voting shares are held by the Company or a subsidiary within the meaning of Section 424 of
the Code (except that 80% stock ownership shall be substituted for 50% stock ownership in such definition),
whether or not such corporation now exists or is hereafter organized or acquired by the Company or a
subsidiary.
"Board of Directors" means the Board of Directors of Pall Corporation.
"Change in Control" means the occurrence of any of the following:
(a) the "Distribution Date" as defined in Section 3 of the Rights Agreement dated as of November 17, 1989
between the Company and United States Trus