AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated January 21, 2004, between PALL CORPORATION, a
New York corporation (the “Company”), and ERIC KRASNOFF (“Executive”).
WHEREAS, the parties hereto are parties to an Employment Agreement dated December 18, 2001, as amended by
Amendment dated July 16, 2002 (the “Existing Agreement”), and
WHEREAS, (i) on the date hereof the Compensation Committee of the Board of Directors of the Company has approved the
substitution of the second sentence of §5 hereof for the second sentence of §5 of the Existing Agreement and (ii) on October
16, 2003 the Compensation Committee authorized the replacement of the Executive Incentive Bonus Plan annexed to the Existing
Agreement with the 2004 Executive Incentive Bonus Plan annexed hereto, effective for the Company’s fiscal year ending July
31, 2004, subject to shareholder approval, and the shareholders approved the adoption of such 2004 Plan at the annual meeting
on November 19, 2003; accordingly, the parties desire to terminate the Existing Agreement and simultaneously replace it with
this Agreement, effective August 1, 2003, to effectuate the actions by the Compensation Committee and the shareholders just
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth, the parties hereto
agree as follows:
§11. 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 §2, for a term (hereinafter called the “Term of Employment”) which began August 1, 2003 (the “Term
Commencement Date”) and ending, unless sooner terminated under §2 or §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.
§2 . Duties .
(a) As used herein, the term “chief executive officer” means the person who