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EXHIBIT 10.11
[Assistant Vice President
Single Bonus]
EMPLOYMENT AGREEMENT dated June 1, 2004 between PALL CORPORATION, a
New
York corporation (the "Company"), and Lisa
McDermott ("Executive").
In consideration of the mutual agreements hereinafter set forth,
the
parties hereto agree as follows:
SECTION 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") beginning June 1,
2004 (the "Term Commencement Date") and
ending, unless sooner terminated under
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
first anniversary of the date on which such
notice is given.
SECTION 2. DUTIES
(a) Executive agrees that during the Term of Employment she will
hold
such offices or positions with the Company, and perform such
duties
and assignments
relating to the business of the Company, as the
Chief Executive Officer of the Company shall direct except that
Executive shall not be required to hold any office or position
or
to perform any duties or assignment inconsistent with her
experience and qualifications.
(b) If the Chief Executive Officer of the Company so directs,
Executive
shall serve as an officer of one or more subsidiaries of the
Company (provided that the duties of such office are not
inconsistent with Executive's experience and qualifications)
and
part or all of the compensation to which Executive is entitled
hereunder may be paid by such subsidiary or subsidiaries.
However,
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such employment and/or payment of Executive by a subsidiary or
subsidiaries shall not relieve the Company from any of its
obligations under this Agreement except to the extent of
payments
actually made to Executive by a subsidiary.
(c) During the Term of Employment Executive shall, except
during
customary vacation periods and periods of illness, devote
substantially all of her business time and attention to the
performance of her duties hereunder and to the business and
affairs
of the Company and its subsidiaries and to promoting the best
interests of the Company and its subsidiaries and she shall
not,
either during or outside of such normal business hours, engage
in
any activity inimical to such best interests.
SECTION 3. COMPENSATION DURING TERM OF
EMPLOYMENT
(a) Base Salary. With respect to the period beginning on the
Term
Commencement Date and ending on the 31st day of July next
following
the Term Commencement Date, the Company shall pay Executive a
Base
Salary (in addition to the compensation provided for elsewhere
in
this Agreement) at the rate of $180,000 per annum (hereinafter
called the "Original Base Salary"). With respect to each
Contract
Year beginning with the Contract Year which starts on the first
day
of August next following the Term Commencement Date, the
Company
shall pay Executive a Base Salary at such rate as the Chief
Executive Officer may determine but not less than the Original
Base
Salary adjusted as follows: The term "Contract Year" as used
herein
means the period from August 1 of each year through July 31 of
the
following year. The term "Consumer Price Index" as herein used
means the "Consumer Price Index for all Urban Consumers"
compiled
and published by the Bureau of Labor Statistics of the United
States Department of Labor for "New York - Northern N. J. -
Long
Island, NY-NJ-CT-PA". For each Contract Year during the Term of
Employment
beginning with the Contract Year which starts on the
first day of August next following the Term Commencement Date,
the
minimum compensation payable to Executive under this ss.3(a)
(hereinafter called the "Minimum Base Salary") shall be
determined
by
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increasing (or decreasing) the Original Base Salary by the
percentage increase (or decrease) of the Consumer Price Index
for
the month of June immediately preceding the start of the
Contract
Year in question over (or below) the Consumer Price Index for
the
month of June next preceding the Term Commencement Date. [To
illustrate the operation of the foregoing provisions of this
paragraph: In an Employment Agreement as to which the Term
Commencement Date was August 1, 2004, the executive's base
salary
for the Contract Year August 1, 2005 through July 31, 2006 would
be
not less than the Original Base Salary under that Employment
Agreement adjusted by the percentage increase (or decrease) of
the
Consumer Price Index for June 2005 over (or below) said Index
for
June 2004.] Further adjustment in the Minimum Base Salary shall
be
made for each ensuing Contract Year, in each case (i) using the
Consumer Price Index for the month of June next preceding the
Term
Commencement Date as the base except as provided in the
immediately
following paragraph hereof and (ii) applying the percentage
increase (or decrease) in the Consumer Price Index since said
base
month to the Original Base Salary to determine the Minimum Base
Salary. The Base Salary shall be paid in such periodic
installments
as the Company may determine but not less often than monthly.
If with respect to any Contract Year (including the Contract
Year beginning on the first day of August next following the
Term
Commencement Date) the Chief Executive Officer fixes the Base
Salary at an amount higher than the Minimum Base Salary, then
(unless the order fixing such higher Base Salary provides
otherwise), for the purpose of determining the Minimum Base
Salary
for subsequent Contract Years: (i) the amount of the higher
Base
Salary so fixed shall be deemed substituted for the Original
Base
Salary wherever the Original Base Salary is referred to in the
immediately preceding paragraph hereof, and (ii) the base month
for
determining the Consumer Price Index adjustment shall be June
of
the calendar year in which the Contract Year to which such
higher
Base Salary is applicable begins. [To illustrate the operation
of
the foregoing provisions of this paragraph: If the Chief
Executive
Officer were to fix a Base Salary for a Contract Year
beginning,
say, August 1, 2006 which is higher than
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the Minimum Base Salary for that Contract Year, then June 2006
would become the base month for the purposes of making the
Consumer
Price Index adjustment to determine the Minimum Base Salary for
subsequent Contract Years unless and until the Chief Executive
Officer
were to fix a Base Salary higher than the Minimum Base
Salary for a subsequent Contract Year.]
(b) Bonus Compensation.
(i) With respect to each Fiscal Year of the Company falling in
whole or in part within the Term of Employment beginning with
the
Fiscal Year ending on the Saturday nearest to the 31st day of
the
month of July next following the Term Commencement Date,
Executive
shall be entitled to receive a Bonus pursuant to this Agreement
in
an amount determined in accordance with, and subject to all of
the
terms of, the Pall Corporation Executive Incentive Bonus Plan
adopted by the Compensation Committee of the Board of Directors
of
the Company on October 16, 2003, approved by shareholders at
the
annual meeting of shareholders on November 19, 2003 effective
for
the Fiscal Year beginning August 3, 2003, a copy of which is
annexed
hereto and incorporated herein by reference (the "Bonus
Plan"). Words and terms used herein with initial capital
letters
and not defined herein are used herein as defined in the Bonus
Plan. For purposes of determining the amount of the Bonus
payable
to Executive for any Fiscal Year under the Bonus Plan (the
"Plan
Bonus"), Executive's Target Bonus Percentage shall be 82.5% of
her
Base Salary for such Fiscal Year.
(ii) Executive's Bonus Compensation shall be paid in accordance
with ss.5 of the Bonus Plan. With respect to any Fiscal Year
which
falls in part but not in whole within the Term of Employment,
the
pro rata portion of the Bonus Compensation to which Executive
is
entitled under this ss.3(b) shall be determined in accordance
with
ss.3(c) of the Bonus Plan.
(c) Fringe Benefits and Perquisites. During the Term of
Employment,
Executive shall enjoy the customary perquisites of office,
including, but not limited to, office space and furnishings,
secretarial services, expense reimbursements and
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any similar emoluments customarily afforded to senior executive
officers of the Company at the same level as Executive.
Executive
shall also be entitled to receive or participate in all "fringe
benefits" and employee benefit plans provided or made available
by
the Company to its executives or management personnel generally
(such as, but not limited to, group hospitalization, medical,
life
and disability insurance, and pension, retirement,
profit-sharing
and stock option or purchase plans), at such time and on such
terms
and conditions as each such plan provides.
(d) Vacations. Executive shall be entitled to three weeks
vacation
through December 6, 2004 and to four weeks vacation thereafter
in
accordance with the policies of the Company as determined by
the
Board or by an authorized senior officer of the Company from
time
to time. The Company shall not pay Executive any additional
compensation for any vacation time not used by Executive.
SECTION 4. TERMINATION BY REASON OF
DISABILITY, DEATH, RETIREMENT OR CHANGE
IN CONTROL
(a) Disability or Death. If, during the Term of Employment,
Executive,
by reason of physical or mental disability, is incapable of
performing her principal duties hereunder for an aggregate of
130
working days out of any period of twelve consecutive months,
the
Company at its option may terminate the Term of Employment
effective immediately by notice to Executive given within 90
days
after the end of such twelve-month period. If Executive shall
die
during the Term of Employment or if the Company terminates the
Term
of Employment pursuant to the immediately preceding sentence by
reason of Executive's disability, the Company shall pay to
Executive, or to Executive's legal representatives, or in
accordance with a direction given by Executive to the Company
in
writing, the following: (i) Executive's Base Salary to the end
of
the month in which such death or termination for disability
occurs
and Executive's Bonus Compensation prorated to said last day of
the
month and (ii) for each month in the period from the end of the
month in which such death or termination for disability occurs
until the earlier of (x) the first
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anniversary of the date of death or termination and (y) the date
on
which the Term of Employment would have ended but for such death
or
termination for disability, monthly payments of an amount equal
to
1/12th of 91.25% of the annual rate of Base Salary in effect
for
Executive immediately prior to the date on which Executive's
death
or termination for disability occurs (such 91.25% being
comprised
of one-half of such Base Salary and one-half of Executive's
Target
Bonus Percentage set forth in ss.3(b) hereof).
(b) Retirement. (i) The Term of Employment shall end
automatically,
without action by either party, on Executive's 65th birthday
unless, prior to such birthday, Executive and the Company have
agreed in writing that the Term of Employment shall continue
past
such 65th birthday. In that event, unless the parties have
agreed
otherwise, the Term of Employment shall be automatically
renewed
and extended each year, as of Executive's birthday, for an
additional one-year term, unless either party has given a
Non-Renewal Notice. A Non-Renewal Notice shall be effective as
of
Executive's ensuing birthday only if given not less than 60
days
before such birthday, and shall state that the party giving
such
notice elects that this Agreement shall not automatically renew
itself further, with the result that the Term of Employment
shall
end on Executive's ensuing birthday. (ii) If the Term of
Employment
ends pursuant to this paragraph by reason of a notice given by
either party as herein permitted or automatically at age 65 or
any
subsequent birthday, the Company shall pay to Executive, or to
another payee specified by Executive to the Company in writing,
Executive's Base Salary and Bonus Compensation prorated to the
date
on which the Term of Employment ends. (iii) Anything hereinabove
to
the contrary notwithstanding, if any provision of this
paragraph
violates federal or applicable state law relating to
discrimination
on account of age, such provision shall be deemed modified or
suspended to the extent necessary to eliminate such violation
of
law. If at a later date, by reason of changed circumstances or
otherwise, the enforcement
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of such provision as set forth herein would no longer constitute
a
violation of law, then it shall be enforced in accordance with
its
terms as set forth herein.
(c) Change in Control. In event of a Change in Control (as
defined
in the Bonus Plan), Executive shall have the right to terminate
the
Term of Employment, by notice to the Company given at any time
after such Change in Control, effective on the date specified
in
such notice, which date shall not be more than (but can be less
than) one year after the giving of such notice.
SECTION 5. COVENANT NOT TO COMPETE
For a period of eighteen months after the end of the Term of
Employment
if the Term of Employment is terminated by
notice to the Company given by
Executive under ss.1 or ss.4 hereof, or for
a period of twelve months after the
end of the Term of Employment if the Term
of Employment is terminated by notice
to Executive given by the Company under
ss.1 or ss.4 hereof or terminates under
ss.4 by reason of Executive attaining the
age of 65, Executive shall not render
services to any corporation, individual or
other entity engaged in any activity,
or herself engage directly or indirectly in
any activity, which is competitive
to any material extent with the business of
the Company or any of its
subsidiaries, provided, however, that if
the Company terminates under ss.1
following a Change in Control (as defined
in the Bonus Plan), the foregoing
covenant not to compete shall not
apply.
SECTION 6. COMPANY'S RIGHT TO INJUNCTIVE
RELIEF
Executive acknowledges that her services to the Company are of a
unique
character, which gives them a peculiar
value to the Company, the loss of which
cannot be reasonably or adequately
compensated in damages in an action at law,
and that therefore, in addition to any
other remedy which the Company may have
at law or in equity, the Company shall be
entitled to injunctive relief for a
breach of this Agreement by Executive.
SECTION 7. INVENTIONS AND PATENTS
All inventions, ideas, concepts, processes, discoveries,
improvements
and trademarks (hereinafter collectively
referred to as intangible rights),
whether patentable or registrable or not,
which are conceived, made, invented or
suggested either by Executive alone
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or by Executive in collaboration with
others during the Term of Employment, and
whether or not during regular working
hours, shall be disclosed to the Company
and shall be the sole and exclusive
property of the Company. If the Company
deems that any of such intangible rights
are patentable or otherwise registrable
under any federal, state or foreign law,
Executive, at the expense of the
Company, shall execute all documents and do
all things necessary or proper to
obtain patents and/or registrations and to
vest the Company with full title
thereto.
SECTION 8. TRADE SECRETS AND CONFIDENTIAL
INFORMATION
Executive shall not, either directly or indirectly, except as
required
in the course of her employment by the
Company, disclose or use at any time,
whether during or subsequent to the Term of
Employment, any information of a
proprietary nature owned by the Company,
including but not limited to, records,
data, formulae, documents, specifications,
inventions, processes, me
