EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into as of the 1^st day of March, 2000, by and between LYDALL, INC., a Delaware corporation (the ?Company?), and Bill W. Franks (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 President, and will have such authority as required to enable the Executive to perform these duties. Consistent with the foregoing, the Executive shall comply with all reasonable instructions of the Board of Directors of the Company (the ?Board?).

- 2 -

3. Compensation and Benefits.

3.1 Salary. During the Employment Period, the Company will pay the Executive a base salary at an initial annual rate of One Hundred Seventy-Five Thousand Dollars ($175,000). The Company may, in its sole and absolute discretion, increase the Executive?s base salary in light of the Executive?s performance, inflation, changes in the cost of living and other factors deemed relevant by the Company. The Executive?s base salary may not be decreased during the term of this Agreement. The Chief Executive Officer of the Company shall meet with the Executive annually to review the Executive?s performance, objectives and compensation, including salary, bonus and stock options, and the Chief Executive Officer shall then meet with the Compensation and Stock Option Committee of the Board (the ?Compensation Committee?) to discuss the same. If the Compensation Committee determines that any adjustments thereto are appropriate, such committee shall make a recommendation to the full Board and the Board shall make such adjustments, if any, as the Board deems appropriate and consistent with this Agreement. The Executive?s base salary will be paid in accordance with the standard practices for other corporate executives of the Company.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC