THIS AGREEMENT is made and entered into as of the 1st day of March, 2000, by and between LYDALL,
INC., a Delaware corporation (the "Company"), and Kevin G. Lynch (the "Executive").
W I T N E S S E T H
WHEREAS, the Company and the Executive (the "Parties") have agreed to enter into this agreement (the
"Agreement) relating to the employment of the Executive by the Company and/or one of its subsidiaries;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other
good and valuable consideration, the Parties, intending to be legally bound, agree as follows:
1. Term of Employment; Termination of Prior Agreement.
(a) The Company and/or one of its subsidiaries agrees to continue to employ the Executive, and the Executive
agrees to remain in the employment of the Company and/or one of its subsidiaries, in accordance with the terms
and provisions of this Agreement.
(b) The Employment Period under this Agreement shall be the period commencing as of the date of this
Agreement and ending on the date of termination of the Executive's employment pursuant to Section 5, 6 or 7
below, whichever is applicable.
(c) Immediately upon the commencement of the Executive's employment pursuant to the terms of this Agreement,
that certain Agreement by and between the Executive and the Company dated as of February 1, 2000 shall
terminate and shall be of no further force or effect.
2. Duties. It is the intention of the Parties that during the term of the Executive's employment under this
Agreement, the Executive will serve as Division President of a subsidiary of the Company or in such other senior
management position as the Company shall determine. During the Employment Period, the Executive will devote
his full business time and attention and best efforts to the affairs of the Company and its
subsidiaries and his duties as Division President. The Executive will have such duties as are appropriate to his
position as Division