Prepared and filed by St Ives Burrups





Exhibit 10.2

NOTICE OF GRANT OF 

RESTRICTED STOCK UNITS
UNDER PALL CORPORATION

2005 STOCK COMPENSATION PLAN

	To:	[Insert name of Recipient]
	 	 
	From:	Pall Corporation (the “Company”)
	 	 
	Re:	Grant of Restricted Stock Units
	 	 
	Number of Units Granted: 
	 	 
	Date of Grant: 
	 	 
	Scheduled Vesting Date: 



  We are pleased to advise you that
      the number of Restricted Stock Units shown above have been awarded to you
      pursuant to Section 6 of the Pall Corporation 2005 Stock Compensation Plan
      (the “Plan”). These Restricted Stock Units were granted to
      you on the Date of Grant shown above and they were granted to you subject
      to the terms and conditions set forth below. Unless otherwise defined in
      this Notice, each capitalized term used herein has the meaning given to
      such term in the Plan. (If you would like a copy of the Plan, please advise
      Jeff Molin by telephone at 516-801-9510 or by e-mail at jeff_molin@pall.com.) 

  1.      Your
        Account. The Restricted Stock Units granted to you have been credited
        to a separate bookkeeping account which the Company has established for
        you under the Plan (your “Account”). Each Restricted Stock
        Unit so credited, and each Dividend Equivalent Unit credited to your
        Account pursuant to Section 2 below (such Restricted Stock Units and
        Dividend Equivalent Units collectively are referred to herein as your “Units”),
        will entitle you to receive, upon the vesting of your Units as provided
        in Section 3 below, one share of Pall Corporation Common Stock for each
        whole Unit in your Account together with cash for any fractional Unit.
        You will receive the shares (and cash in lieu of any fractional share)
        at the time, and subject to the conditions, specified in Section 4 below. 









  2.      Dividend
        Equivalent Units. Until payment is made with respect to your Units
        pursuant to Section 4(a) or (b) below, additional Units (“Dividend
        Equivalent Units”) will be credited to your Account on each date
        on which the Company pays a dividend on its Common Stock (“Dividend
        Payment Date”). The number of Dividend Equivalent Units that will
        be so credited will be determined by first multiplying (A) the
        total number of Units (including any previously credited Dividend Equivalent
        Units) standing to your credit in your Account immediately prior to the
        Dividend Payment Date, by (B) the per-share amount of the dividend paid
        on that date, and then, dividing the resulting amount by the closing
        price per share of the Company’s Common Stock on that date.

  3.      Vesting
        of Units.  Your Units will become vested in accordance with the following
        provisions:

  (a)      All
      of your Units will become vested on the earliest to occur of the following
      dates: 



	 	 	(i)	
 the Scheduled Vesting Date shown above, which is the fourth anniversary of the Date of Grant, provided that you are still employed by the Company or any of its Affiliated Companies on the Scheduled Vesting Date;


	 	 	 	 
	 	 	(ii)	
 the date of your death or Disability; or
	 	 	 	 
	 	 	(iii)	the date on which
    a Change in Control occurs.



  (b)      If
      your employment with the Company and all of its Affiliated Companies terminates
      before your Scheduled Vesting Date as a result of your Eligible Retirement,
      as defined below, a portion of your Units will be treated as having become
      vested on the date on which your employment terminates (your “Termination
      Date”), and the remaining portion of your Units will be forfeited
      on that date and you will have no further rights with respect thereto.
      For purposes of the foregoing, 




  (i)      you
      will be treated as terminating employment as a result of Eligible Retirement
      if you have attained age 65 on or before your Termination Date and on that
      date are eligible to receive a retirement benefit under the Pall Corporation
      Cash Balance Pension Plan or, if you are not a U.S resident, to receive
      a similar type of benefit under any plan or program maintained by the Company
      or any of its Affiliated Companies (or to which the Company or any of its
      Affiliated Companies makes contributions) that provides benefits to employees
      upon their retirement; and

  (ii)      the
      portion of your Units that will become vested on your Termination Date
      will be the percentage of the total number of Units in your Account on
      such date determined by dividing by 1460 the number of days in the period
      beginning on the Date of Grant and ending on your Termination Date.



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  (c)      If
      your Termination of Employment occurs before your Scheduled Vesting Date
      and prior to the occurrence of a Change in Control for any reason other
      than your death, or Disability or your Eligible Retirement, all of your
      Units will be forfeited on your Termination Date and you will have no further
      rights with respect thereto, except to the extent otherwise determined
      by the Company’s CEO or, if you are an Elected Officer (as defined
      in the Plan), by the Compensation Committee of the Company’s Board
      of Directors.

  4.      Payment
        for Vested Units. Payment with respect to your Units that become
        vested under Section 3 above (your “Vested Units”) will
        be made in accordance with the following provisions:

  (a)      Time
        of Payment. Except to the extent that you elect otherwise under (b)
        below, payment with respect to your Vested Units will be made to you,
        (or in the event of your death to the person or persons you have designated
        as your beneficiary for purposes of the Plan or to your estate if you
        have not furnished a beneficiary designation form to the Company) within
        20 days after the date on which your Vested Units become vested (the “Vesting
        Date” for your Units); provided, however, that in no event will
        payment be made any earlier than the earliest date on which
        payment may be made with respect to your Vested Units under Section 409A(a)(2)
        of the Internal Revenue Code of 1986, as amended (the “Code”).

  (b)      Deferral
        of Payment. If your Units become vested on your Scheduled Vesting
        Date, you may elect to deferpayment with respect to part or all
        of your Vested Units in accordance with the following provisions, but
        subject to the provisions of (c) below:




  (i)      Your
      deferral election must be made in writing, on a form furnished to you for
      such purpose by the Company. The form must be filed with the Company at
      least one year prior to your Scheduled Vesting Date.

  (ii)      In
      your deferral election form, you must specify the number of Units as to
      which you want to defer payment, and the date on which payment with respect
      to such Units is to be made (the “Payment Date”).

  (iii)      You
      may select, as the Payment Date for such Units, the first business day
      of any of the following: (A) any calendar month after the fifth anniversary
      of the Scheduled Vesting Date; (B) the calendar year following the date
      on which your employment with the Company and all of its Affiliated Companies
      terminates for any reason; or (C) the earlier of (x) any calendar month
      you select that is a month permitted to be selected under clause (A) of
      this sentence, or (y) the calendar year referred to in clause (B).



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  (iv)      Any
      election you make hereunder will be irrevocable.

  (v)      Except
      as provided in subparagraph (vi) or (vii) below, payment with respect to
      the Vested Units specified in your deferral election form will be made
      on the Payment Date selected by you in such form with respect to such Units. 

  (vi)      If
      the Payment Date you select pursuant to clause B or C of subparagraph (iii)
      above occurs by reason of your Termination of Employment for any reason
      other than death or Disability, then (A) payment with respect to your Vested
      Units will not be made to you until the first business day of the first
      calendar month after the fifth anniversary of the Scheduled Vesting Date
      even if your Termination of Employment occurs before that date; and (B)
      if at the time of your Termination of Employment you are an officer and
      a “key employee” as defined in section 416(i) of the Code,
      payment with respect to your Units will not be made to you any earlier
      than the first business day after the expiration of six months from your
      Termination Date.

  (vii)      Payment
      with respect to any part or all of your Vested Units may be made to you
      on any date earlier than the Payment Date specified by you in your deferral
      election form if (A) you request such early payment and (B) the
      Company, in its sole discretion, determines that such early payment
      is necessary to help you meet an “unforeseeable emergency” within
      the meaning of section 409A (a)(2)(B)(ii) of the Code.




  (c)      Limitations
        on Deferral. Your right to make a deferral election under (b) above
        shall be subject to the following limitations:




  (i)      The
      Company may deny your right to make such election if it determines, in
      its sole discretion, that your deferral might not be treated as part of
      a plan of deferred compensation “for a select group of management
      or highly compensated employees” for purposes of ERISA.

  (ii)      If
      a Change in Control should occur after the date on which your deferral
      election form is filed with the Company but before your Scheduled Vesting
      Date, your deferral election will not be given effect, and payment with
      respect to the Vested Units specified in your deferral election form will
      be made in accordance with the provisions of (a) above.

  (iii)      Your
      deferral election will not be effective hereunder if, at any time during
      the 12-month period ending on your Scheduled Vesting Date, you receive
      a hardship withdrawal under Section 7.2 of the Pall Corporation Profit-Sharing
      Plan.

  (iv)      No
      amount may be deferred with respect to your Vested Units pursuant to your
      deferral election hereunder to the extent that any tax is required to be
      withheld with respect to such amount pursuant to applicable federal, state
      or local law.



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  (d)      Form
        of Payment. Payment to be made with respect to your Vested Units
        pursuant to (a) or (b) above shall be made (i) by the issuance and delivery
        of a certificate for a number of shares of the Company’s Common
        Stock equal to the total number of whole Units standing to your credit
        in your Account at the time of payment, and (ii) by payment in cash for
        any fractional Unit then standing to your credit in your Account. The
        amount of the cash payment will be determined by multiplying the fractional
        Unit by the Fair Market Value of a share of Common Stock on the Trading
        Day preceding the date of payment.

  5.      Additional
        Terms and Conditions. The Restricted Units granted to you and all
        Dividend Equivalent Units credited to you hereunder are subject to the
        following additional terms and conditions:

  (a)      Until
      payment is made with respect to such Units in accordance with Section 4
      (a) or (b) above, you will have none of the rights of a shareholder with
      respect to the shares of Common Stock represented by those Units, but you
      will have the right to be credited with Dividend Equivalent Units thereon
      as provided in Section 2 above.

  (b)      Your
      right to receive payment with respect to such Units shall not be subject
      in any manner to anticipation, alienation, sale, transfer, assignment,
      pledge or encumbrance or attachment or garnishment by a creditor at any
      time prior to your actual receipt of payment.

  (c)      The
      Plan constitutes only a promise on the Company’s part to make payment
      to you in the future with respect to such Units in accordance with the
      terms of the Plan and the provisions of this Notice, and you will have
      no more than the status of a general unsecured creditor of the Company
      with respect to your right to receive such payment.

  (d)      Such
      Units are subject to all of the other terms and provisions of the Plan
      as in effect from time to time except that no amendment, suspension or
      termination of the Plan may adversely affect your rights with respect to
      such Units without your written consent.



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