**Contract of Employment**Dear Dr. Sauer,On the basis of our talks we have come to the following agreement:1. DutiesYou will take up your duties as Vice President of Polypore and General Manager of Membrana GmbH assoon as possible, but at the latest on August 1, 2006. In this function you will report to the CEOof Polypore and are a member of the Senior Leadership Team.2. Hours of work/PayYour working hours are dependent on the requirements of the duties delegated to you under 1.You will be employed as a salaried employee and paid as an exempt. Your gross monthly salary hasbeen fixed at € 15.385,- and will be transferred at the end of each calendar month to an accountto be designated by yourself. In addition you will receive an annual payment equal to one month’ssalary each November (Christmas allowance), in the years of joining and leaving the company thismaybe a percentage of your salary. Your annual gross salary therefore amounts to € 200.000,-.Additionally and in accordance with the rules as applying to non-tariff employees of Membrana GmbHyou will receive holiday pay and an annual special payment (employment benefit to encourage capitalformation).There is also a bonus agreement, which for a full planning year entitles you to a payment of up to70% of the above-mentioned annual gross salary, dependent on achievement of the objectives laiddown by the CEO and personal performance. In the case of over-achievement of the year’s objectivesby Polypore and of over-achievement of your own individual targets, the bonus can exceed 70%.These additional payments are voluntary payments by Membrana GmbH to which even when repeatedlyauthorized there is no legal claim.You will furthermore participate in the shortly to be reviewed Polypore Equity Plan, according toyour position as Vice President and General Manager. It is our plan and belief that the EquityPlan will provide significant value to you over the long term.Furthermore you will be included in the Membrana GmbH company car scheme. Alternatively you mayopt for a gross monthly payment of € 600,-.You will receive a monthly contribution of up to € 1.000,- for a maximum of the first two yearsof your employment for the purpose of renting a second house or flat.
 

 
3. Length of contractA notice period of 12 months to the end of the month has been agreed. Notice must be given inwriting. In the event of notice being given by the employer you will receive a severance paymentof € one yearly basic salary (today € 200.000,-).The term of employment ends without notice upon the completion of the month prior to the month inwhich you reach the legal age of retirement, at the latest when you first draw your full pensionentitlement or unlimited occupational invalidity pension.4. HolidaysYour holiday entitlement and the payment of holiday money is subject to the currently valid companyruling for non-tariff employees. This ruling currently includes entitlement to 30 days annualholidays as well as holiday pay of € 613,50.Membrana GmbH has the right to suspend you on full pay according to the terms of this contract injustifiable cases.5. Sickness benefit contributionsIn the event of excusable work disability owing to illness, following the termination of thestatutory continuation of salary, you will receive a gross contribution to sickness benefit for afurther 46 weeks to the amount of the difference between your regular net monthly income and yourlegally fixed sickness benefit.It will not be affected when other alternative payments are forthcoming or when the right toretirement or occupational invalidity pension can be made valid.6. Retirement benefitEither you receive an individual pension commitment, which provides a direct legal claim againstMembrana GmbH (so called Pension Contract L). The main contents are summarized in the attachedleaflet. The commitment is valid as from the beginning of your service and is at oncenon-forfeitable by contract.Or you participate in our Defined Contribution Plan, which provides a similar retirement benefitwith the help of an insurance company.This is subject to a future agreement.Moreover you have the possibility to close the pension gap by converting bonus or other one timepayments to pension payments (Deferred Compensation) by paying them into a life or private pensioninsurance.7. InsuranceFrom the beginning of your employment you will be included in the company accident insurance policywhich covers both work and private sectors.
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The premium for this insurance is paid by Membrana GmbH; benefits in money’s worth resulting fromthis must be declared by you for tax purposes. Membrana GmbH has the right to either change thisinsurance policy or discontinue it.Additionally you will receive an offer of inclusion in our company sickness insurance policy, whichincludes a contribution for you and your family for hospital treatment. The premium for thisinsurance scheme is paid by Membrana GmbH; benefits in money’s worth resulting from this must bedeclared by you for tax purposes. Membrana GmbH has the right to either change or discontinue thisinsurance benefit.8. Company travel expensesRefunding of company travel expenses is subject to the travel allowance ruling of Membrana GmbH fordomestic and foreign travel in its current version.9. Secondary employment and publicationsIf you intend to take up secondary employment or an honorary position, you are required to informthe personnel department in writing and in good time. Any paid secondary employment requires theapproval of Membrana GmbH and this can be withheld, if deemed to be against the company’sinterests.External publications (e.g. lectures, contributions to journals) must be approved by the company.You must therefore apply for a release in good time beforehand, if necessary via your superior.10. Work resultsYou are duty bound to inform Membrana GmbH of the results of your work, including observations,experience and improvement suggestions which fall within the framework of the economic activitiesof Membrana GmbH and the companies associated with it. All results of your work rightfully belongto Membrana GmbH.For results which fall under copyright law – including computer programmes – you will extend anexclusive and unlimited right of use to Membrana GmbH for all known and new applications. You areto contribute to the protection of the resultant rights for Membrana GmbH and to take all steps tothis end which Membrana GmbH deems necessary.All claims for the transfer of the above rights to Membrana GmbH are settled by the payment of yoursalary.This agreement remains valid even after completion of the employment contract.11. InventionsYou must undertake to immediately inform in writing the company’s patents department of any wholeor part inventions or innovations resulting from your work. Your further rights and duty are laidout in the law on employee inventions from 25 July 1957 according to the current valid version.
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12. ConfidentialityYou undertake to treat as confidential all company facts and experience which you are apprized of,especially company and business secrets. This is also valid with regard to disclosure towards allemployees of Membrana GmbH and of the companies associated with it, insofar as they are notauthorized in the framework of their duties to share this knowledge. The undertaking toconfidentiality remains valid even after termination of the employment relationship.You are to treat all written documents, diagrams, patterns and similar items as the exclusiveproperty of Membrana GmbH entrusted to you in the framework of your working activities. You are toensure, that such documents as well as copies of these and other items, especially your own notesdo not fall into the hands of unauthorized persons. You will at any time on demand and at thelatest upon termination of your contract, hand over such documents to your superior and renounceall rights to them.The above undertaking is valid for Membrana GmbH and its associated companies.13. Agreement to prohibit competitionYou will declare your willingness to enter into an agreement to prohibit competition according tothe guidelines laid out in §§ 74ff HGB as Membrana GmbH sees fit, and which carries a conventionalpenalty equal to the whole compensation paid for the period of one year as the period ofprohibition of competition, in the event of violation.The company cannot demand the agreement to prohibit competition, if either of the contractingparties has given notice to terminate the employment agreement.14. Processing of personal dataYou declare your agreement with the collection, storage and computer processing of your personaldata for purposes serving the fulfillment of your employment contract. This may include thetransfer and processing to or by other companies associated with Membrana GmbH.15. Confidentiality/amendments/supplementsThe agreed terms of employment are to be treated as confidential.Amendments and supplements to this agreement must be made in writing. In the event of individualparts of this contract being rendered invalid, especially by changes in the law, tariff agreementsor company regulations, the remaining parts are unaffected.   Wuppertal, Alzenau,   /s/ Christian Vogelsang  /s/ J. Robert Whitsett /s/ Josef Sauer   Membrana GmbH Dr. Josef Sauer
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