Amendment to Employment Agreement between Pall Corporation and Lisa McDermott

Summary

Pall Corporation has amended its employment agreement with Lisa McDermott to update the bonus plan referenced in her contract. The amendment replaces the original 2004 Executive Incentive Bonus Plan with a revised version, effective for the fiscal year ending July 31, 2006, and future years. The company states that the changes will not reduce the bonus amount McDermott is entitled to receive. This amendment was made by the company without requiring McDermott's signature, as permitted by the original agreement.

EX-10.38 16 b415205_ex10-38.txt EXHIBIT 10.38 EXHIBIT 10.38 AMENDMENT TO EMPLOYMENT AGREEMENT The EMPLOYMENT AGREEMENT dated June 1, 2004, between PALL CORPORATION, a New York corporation (the "Company") and Lisa McDermott ("Executive"), ("the Employment Agreement"), is hereby amended as follows: WHEREAS, Section 3(b) of the Employment Agreement provides for a bonus to Executive computed under the 2004 Executive Incentive Bonus Plan adopted by the Company in 2003, a copy of which is annexed to and incorporated by reference into the Agreement (the "Original 2004 Bonus Plan"), and WHEREAS, by action of the Compensation Committee of the Board of Directors on January 18, 2006 the Original 2004 Bonus Plan was amended in certain respects so that the amended Bonus Plan should be substituted for the Original 2004 Bonus Plan as the attachment to the Employment Agreement, and WHEREAS, none of said amendments will decrease or diminish the amount of the bonus which Executive is entitled to receive under the Employment Agreement and accordingly this Amendment may be made by the Company without execution by Executive, NOW, THEREFORE, the Employment Agreement is hereby amended, effective for the Company's fiscal year ending July 31, 2006 and subsequent fiscal years, by substituting the 2004 Executive Incentive Bonus Plan in the form annexed hereto for the Original 2004 Bonus Plan for all purposes of the Employment Agreement. PALL CORPORATION Dated: May 3, 2006 By: /s/ MARCUS WILSON ------------------------------ Marcus Wilson President