EXHIBIT 10.17
AGREEMENT
THIS AGREEMENT made this 7th day of November 1996 by and between LYDALL, INC. and its
subsidiaries (the "Company") and
John J. Worthington (the "Executive").
W I T N E S S E T H :
Recitals.
Executive is employed by the Company as a Division President. The Company and Executive have agreed that if
Executive should cease to be Division President 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 mutual promises set forth below,
agree as follows:
1. Executive to Serve as Division President. The Executive shall continue to act as Division President, subject to
the direction of its Chairman, President and Chief Executive Officer.
2. 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
1
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 least a majority of the directors then still in
office who were either directors o