**Exhibit 10.1****Execution Copy****EMPLOYMENT AGREEMENT**     EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 6, 2005 by and between **PolyporeInternational, Inc.**, headquartered in Charlotte, North Carolina (the “Company”) and **Robert B. Toth**(the “Executive”), and as acknowledged by PP Holding, LLC (the “LLC”).     The Company desires to employ Executive and to enter into an agreement embodying the terms ofsuch employment; and     Executive desires to accept such employment and enter into such an agreement; therefore     In consideration of the premises and mutual covenants herein and for other good and valuableconsideration, the parties agree as follows:     1. Term of Employment. Subject to Section 8 of this Agreement, Executive shall beemployed by the Company for a period commencing on July 6, 2005 (the “Commencement Date”) andending on July 6, 2008 (the “Employment Term”), on the terms and subject to the conditions setforth in this Agreement; provided, however, that commencing upon July 6, 2008 andon each anniversary thereafter (each an “Extension Date”), the Employment Term shall beautomatically extended for an additional one-year period, unless the Company or Executive providesthe other party hereto at least 120 days prior written notice before the next Extension Date thatthe Employment Term shall not be so extended. For the avoidance of doubt, the term “EmploymentTerm” shall include any extension that becomes applicable pursuant to the preceding sentence.     2. Position.          a. For so long as Executive is employed by the Company pursuant to this Agreement, Executiveshall serve as the Company’s Chief Executive Officer and President. In such positions, Executiveshall have such duties and authority as shall be determined from time to time by the Board ofDirectors of the Company (the “Board”) and Executive shall report solely to the Board. Executivealso agrees to serve, without additional compensation, as a member of the Board, and the Companyshall take all actions necessary to cause Executive to be appointed as a member of the Board. TheCompany shall provide Executive with Directors and Officers (“D&O”) and Errors and Omissions(“E&O”) insurance in limits provided to other directors and officers of the Company. The Companyalso agrees to indemnify and defend Executive to the fullest extent permitted by law and theCompany’s corporate bylaws (the “By-Laws”), with respect to any and all claims, which arise from orrelate to Executive’s duties as an officer, member of the Board, if applicable, or employee of theCompany.          b. For so long as Executive is employed by the Company pursuant to this Agreement, Executivewill devote Executive’s full business time and best efforts to the performance of Executive’sduties hereunder and will not engage in any other business, profession or occupation forcompensation or otherwise which would conflict or interfere with the rendition of such serviceseither directly or indirectly, without the prior written consent of the Board. Notwithstanding theforegoing, nothing herein shall preclude Executive from serving as
 

 
a member of the board of directors or advisory boards (or their equivalents in the case of anon-corporate entity) of (i) not-for-profit and/or charitable organizations, and (ii) with theprior written consent of the Board, which consent shall not be unreasonably withheld, non-competingbusinesses.     3. Base Salary. For so long as Executive is employed by the Company pursuant to thisAgreement, the Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of$450,000, payable in regular installments in accordance with the Company’s usual payment practices;provided, however, that on January 1, 2006, the Company shall increase Executive’s Base Salary byfive percent (5%). Notwithstanding the foregoing, (a) at least once every twelve (12) months and(b) upon the occurrence of a material corporate event of the Company (including, withoutlimitation, a merger, recapitalization, acquisition, consolidation of the Company or other similarevent), the Board shall review Executive’s rate of Base Salary. Executive’s Base Salary shall notbe reduced by the Company at any time during the Employment Term.     4. Annual Bonus. With respect to each full fiscal year of the Company (each a “FiscalYear”) during the Employment Term (for so long as Executive is employed during such Term),Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”). Such Annual Bonusshall be based upon the achievement of certain performance targets to be established by the Boardafter consultation with Executive and the eligibility amount shall not be less than Executive’sBase Salary (the “Target Annual Bonus”); provided, however, that Executive’s AnnualBonus in respect to the current fiscal year shall be guaranteed to be $225,000 (50% of Executive’sBase Salary) (the “Guaranteed Bonus”). Annual Bonuses shall, to the extent earned, be paid toExecutive no later than March 31 each year.     5. Equity Arrangements.          a. On the Commencement Date, subject to the terms of the Company’s 2004 Stock Option Plan (the“Plan”), the Company shall grant Executive Options (as defined in the Plan) representing 2.25% ofthe Company’s Common Stock, determined on a fully diluted basis, with an exercise price per shareequal to the Fair Market Value (as defined in the Plan). The Options shall be vested as to 25% onthe date of grant, and subject to Executive’s continued employment with the Company, the remainderof the Options shall be eligible to vest upon the achievement of the annual and/or cumulativeperformance targets for 2006, 2007 and 2008, in accordance with the terms of the Plan. TheOptions shall otherwise be subject to the terms of an option agreement, the form of which isattached hereto as Exhibit A. The parties hereto shall execute such option agreementcontemporaneously with the execution of this Agreement.          b. During the one (1) year period following the Commencement Date, Executive shall be giventhe opportunity to make one or more cash investments in the LLC, pursuant to which he may purchaseClass A Common Units of the LLC, subject to the terms of a subscription agreement in substantiallythe same form executed by other members of the Company’s management team who have invested in theLLC. As a condition of such purchase, Executive shall be required to execute and become a party tothe LLC’s LLC Agreement, as amended and restated from time to time. The purchase price of CommonUnits of the LLC
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purchasedhereunder shall be at $875 per Common Unit. The parties hereto acknowledge that(i) the LLC shall not engage in any new valuation of the Common Units prior to the sixtieth(60th) day following the Commencement Date, (ii) the Company and the LLC represent thatthe purchase price set forth above accurately represents the fair market value of a Common Unit, asdetermined in good faith and upon reasonable belief by the LLC, and (iii) to the extent Executivemakes a purchase hereunder at a time where the purchase price is less than the fair market value ofsuch Common Units on the date of such purchase, such purchase may result in taxable income toExecutive.     6. Employee Benefits. For so long as Executive is employed by the Company pursuant tothis Agreement, Executive shall be entitled to participate in the Company’s employee benefit plans,such as but not limited to life insurance, medical, dental, disability, pension and retirementplans, as in effect from time to time (collectively “Employee Benefits”). Commencing uponExecutive’s first day of employment, Executive shall be entitled to participate in the medical andall other Employee Benefits on an equivalent basis to those benefits that are generally madeavailable to other senior executives of the Company.     7. Business Expenses, Vacation, Automobile Allowance, Educational Expenses, TemporaryHousing and Relocation Expenses and Attorneys Fees.          a. Business Expenses. For so long as Executive is employed by the Company pursuant tothis Agreement, reasonable business expenses incurred by Executive in the performance ofExecutive’s duties hereunder shall be reimbursed by the Company in accordance with Company policiesas in effect from time to time.          b. Vacation. Executive shall be entitled to four (4) weeks of vacation for eachFiscal Year (including two (2) weeks for the first partial fiscal year) during the Employment Term(for so long as Executive is employed by the Company pursuant to this Agreement), to be taken atsuch times and at such periods as to not interfere with the duties required to be rendered byExecutive under this Agreement. Executive shall be compensated, on a pro-rata basis, for anyunused vacation remaining upon the termination of Executive’s employment with the Company pursuantto Section 8 of this Agreement.          c. Automobile Allowance. Executive shall be entitled to a monthly car allowance equalto $1,000 to cover all expenses relating to the provision and maintenance of a vehicle ofExecutive’s choice.          d. Educational Expenses. To the extent Executive is not reimbursed for tuitionalready paid or contracted to be paid by Executive for private educational expenses for any childof Executive for education in the St. Louis, Missouri area for the 2005-2006 academic year,Executive shall be reimbursed by the Company for any such expenses.          e. Temporary Housing and Relocation Expenses. The Company shall reimburse Executiveor pay directly for any temporary housing expenses incurred by Executive until Executive is able torelocate into a permanent residence in the Charlotte, North Carolina Metropolitan area. Inaddition, all relocation expenses, also including trips for obtaining appropriate housing inCharlotte, North Carolina, shall be paid by the Company. Without
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limitation, Executive shall be promptly reimbursed for any brokerage commissions paid on thesale of his current residence. All of the foregoing shall be grossed-up for taxes incurred inrespect of such reimbursement.          f. Attorney Fees. The Company shall reimburse Executive for any attorneys’ feesincurred by Executive with respect to the negotiation and preparation of this Agreement.     8. Termination.          a. By the Company For Cause or Resignation By Executive.          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Companyfor Cause (as defined below) and shall terminate automatically upon Executive’s resignation, whichExecutive shall be permitted to do at any time upon at least thirty (30) days’ written notice.          (ii) For purposes of this Agreement, “Cause” shall mean: (A) gross negligence or willfulmisconduct by Executive in connection with Executive’s employment duties or responsibilitieshereunder; (B) a material and continued failure by Executive to perform in any material respect hisduties or responsibilities after notice and reasonable opportunity to cure; (C) misappropriation byExecutive of the assets or business opportunities of the Company or its affiliates; (D)embezzlement or other financial fraud committed against the Company or its affiliates by Executiveor at his direction, or with his prior personal knowledge; (E) Executive’s conviction of, admissionto, or entry of pleas of no contest to any (I) felony, or (II) any crime involving moral turpitudethat materially interferes with the performance of Executive’s duties; (F) Executive’s abuse ofalcohol and/or any use of illegal drugs that materially interferes with the performance ofExecutive’s duties; or (G) Executive’s breach of any material provision of this Agreement. In theevent the Company determines that Cause exists, it shall notify Executive, and termination ofExecutive’s employment for Cause shall be effected by at least a majority vote of the Board(excluding Executive for such purpose) at a meeting occurring at least ten (10) business days afterthe Company provides Executive with written notice that the Company intends to terminateExecutive’s employment for Cause, at which meeting Executive shall have the opportunity to be heardwith respect to the conduct giving rise to the termination for Cause.          (iii) If Executive’s employment is terminated by the Company for Cause, or if Executiveresigns, Executive shall be entitled to receive:     (A) the Base Salary through the date of termination, to be paid in a lump sumwithin ten (10) business days after any termination;     (B) reimbursement for any unreimbursed business expenses properly incurred byExecutive in accordance with Company policy prior to the date of Executive’stermination, to be paid in a lump sum within ten (10) business days after anytermination; and     (C) such Employee Benefits, if any, as to which Executive may be entitled (ormay have accrued) as of the date of termination under the employee benefit
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plans of the Company, to be paid in accordance with the terms thereof (theamounts and benefits described in clauses (A) through (C) hereof, being hereinafterreferred to as the “Accrued Rights”).     Following any termination of Executive’s employment by the Company for Cause or resignation byExecutive, except as set forth in Section 5 and this Section 8(a)(iii), Executive shall have nofurther rights to any compensation or any other benefits under this Agreement.          b. Disability or Death.          (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’sdeath and may be terminated by the Company if Executive becomes physically or mentallyincapacitated and is therefore unable for a period of six (6) consecutive months or for anaggregate of nine (9) months in any twenty-four (24) consecutive month period to performExecutive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question asto the existence of the Disability of Executive as to which Executive and the Company cannot agreeshall be determined in writing by a qualified independent physician mutually acceptable toExecutive and the Company. If Executive and the Company cannot agree as to a qualified independentphysician, each shall appoint such a physician and those two physicians shall select a third whoshall make such determination in writing. The determination of Disability made in writing to theCompany and Executive shall be final and conclusive for all purposes of the Agreement.          (ii) Upon termination of Executive’s employment hereunder for either Disability or death,Executive or Executive’s estate (as the case may be) shall be entitled to receive:     (A) the Accrued Rights;     (B) so long as and to the extent the Company achieves the performance targetsestablished by the Board in respect of the Fiscal Year in which the date oftermination occurs, an amount equal to the Annual Bonus, if any, to which Executivewould have been entitled to receive pursuant to Section 4 hereof in respect of suchFiscal Year, pro rated from the first day of such Fiscal Year through the date oftermination and payable when such Annual Bonus would have otherwise been payable hadExecutive’s employment not terminated; and     (C) continuation of medical benefits for Executive (as applicable) and hiscovered dependents, at the same cost paid by Executive (and his dependents, asapplicable) immediately prior to the date of such termination, until the earlier of(x) the twelve (12) month anniversary of the date of such termination, or (y) thedate Executive and/or his dependents elect to cease continuation of such benefits.     Following Executive’s termination of employment due to death or Disability, except as setforth in Section 5 and this Section 8(b)(ii), Executive shall have no further rights to anycompensation or any other benefits under this Agreement.          c. By the Company Without Cause or by Executive for Good Reason.
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          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Companywithout Cause (which shall include the Company’s election not to extend the Employment Termpursuant to Section 1, as set forth in Section 8(d) below) or Good Reason by Executive. Forpurposes of this Agreement, a termination without Cause by the Company shall be deemed to mean anytermination of Executive’s employment by the Company which (x) does not constitute a terminationfor Cause as defined in Section 8(a)(ii), or (y) is not by reason of Executive’s death orDisability. For purposes of this Agreement, Good Reason includes, but is not limited to, thefollowing: (i) any material breach of this Agreement by the Company; (ii) any request by theCompany for Executive to relocate or perform services at a location other than the Charlotte, NorthCarolina Metropolitan area; (iii) a substantial and material diminution or reduction, not consentedto by Executive in writing, in the nature or scope of Executive’s responsibilities, authorities,powers, functions or duties; (iv) any removal, during the Employment Term, from Executive of histitle of President or Chief Executive Officer; or (v) the failure of the Company to obtain theagreement from any successor to the Company to expressly assume and agree in writing to performthis Agreement in the same manner and to the same extent that the Company would be required toperform it if no such succession had taken place.          (ii) If Executive’s employment is terminated by the Company without Cause, or by Executive forGood Reason, Executive shall be entitled to receive:     (A) The Accrued Rights;     (B) A lump-sum payment equivalent to the greater of (x) the aggregate BaseSalary payable to Executive for the remainder of the then current Employment Term(assuming no such termination had occurred and no further extension of theEmployment Term), or (y) Executive’s then current Base Salary, in either case, to bepaid within fifteen (15) business days following termination of employment;     (C) Continuation of Executive’s employee benefits for the later of (x) a periodof twelve (12) months following the date of employment termination or (y) theexpiration of the then current Employment Term (assuming no such termination hadoccurred and no further extension of the Employment Term); and     (D) A lump-sum payment equivalent to the Bonus Severance Amount, such amount tobe paid within fifteen (15) business days following termination of employment;provided, however, in the event that Executive’s employment is terminated by the Company or anysuccessor to the Company in anticipation of or within twelve months following any materialcorporate event of the Company, including without limitation, a merger, recapitalization,acquisition, consolidation of the Company or other similar event, Executive shall be entitled tothe lump-sum amounts and benefits described above in Section 8(c)(ii)(B), (C) and (D) for a periodequivalent to two years instead of one year as otherwise set forth therein.For purposes of this Section 8(c)(ii):
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     “Bonus Multiple” shall be an amount equal to the greater of (x) one (1), or (y)a fraction, the numerator of which shall equal the number of whole calendar monthsremaining in the then current Employment Term (assuming no termination had occurredand no further extension of the Employment Term), including for such purpose, thecalendar month during which Executive’s termination occurs, and the denominator ofwhich shall equal twelve (12).     “Bonus Severance Amount” shall mean an amount equal to the Bonus Multiplemultiplied by the Deemed Bonus.     “Deemed Bonus” shall mean an amount equal to the greater of (1) Executive’sAnnual Bonus for the fiscal year immediately preceding the fiscal year in which suchtermination occurred, or (2) 50% of Executive’s Target Annual Bonus relating to theyear in which such termination occurs; provided however that if such terminationoccurs on or before December 31, 2005, the Deemed Bonus shall equal the GuaranteedBonus.          d. Expiration of Employment Term.          (i) Election Not to Extend the Employment Term. In the event either party elects notto extend the Employment Term (on the same terms and conditions set forth in this Agreement)pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs(a), (b) or (c) of this Section 8, Executive’s termination of employment hereunder (whether or notExecutive continues as an employee of the Company thereafter) shall be deemed to occur on the closeof business on the day immediately preceding the next scheduled Extension Date and Executive shallbe entitled to receive (x) the Accrued Rights plus (y) the Annual Bonus in respect of thelast Fiscal Year of the Employment Term, so long as and to the extent the Company achieves theperformance targets established by the Board in respect of such Fiscal Year. In addition, in theevent the Company elects not to extend the Employment Term (on the same terms and conditions setforth in this Agreement) pursuant to Section 1, Executive shall also be entitled to the paymentsand benefits described in Section 8(c)(ii), above (and as set forth therein).     Following such termination of Executive’s employment hereunder as a result of either party’selection not to extend the Employment Term, except as set forth in Section 5 and in this Section8(d)(i), Executive shall have no further rights to any compensation or any other benefits underthis Agreement.          (ii) Continued Employment Beyond the Expiration of the Employment Term. Unless theparties otherwise agree in writing or the Employment Term (on the same terms and conditions setforth in this Agreement) is extended pursuant to Section 1, continuation of Executive’s employmentwith the Company beyond the expiration of the Employment Term shall be deemed an employment at-willand shall not be deemed to extend any of the provisions of this Agreement and Executive’semployment may thereafter be terminated at will by either Executive or the Company;provided that the provisions of Sections 9, 10 and 11 of this Agreement shall survive anytermination of this Agreement or Executive’s termination of employment hereunder.
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          e. Notice of Termination. Any purported termination of employment by the Company orby Executive (other than due to Executive’s death) shall be communicated by written Notice ofTermination to the other party hereto in accordance with Section 12(h) hereof. For purposes ofthis Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon and shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of employment under theprovision so indicated.          f. Board Resignation. Upon termination of Executive’s employment for any reason,Executive agrees to resign, as of the date of such termination and to the extent applicable, fromthe Board and the Board of Directors of any of the Company’s affiliates, if applicable.     9. Restrictive Covenants. Executive acknowledges and recognizes the highlycompetitive nature of the business of the Company and accordingly agrees as follows:          a. Non-Competition.               (1) During the Employment Term (but only for so long as Executive remains employed by theCompany pursuant to this Agreement) and, for a period of one year following the date Executiveceases to be employed by the Company (the “Restricted Period”), Executive will not (i) engage inany business that is in Competition (as hereinafter defined) with the Company or its subsidiaries,(ii) enter the employ of, or render any services to, any person engaged in Competition with theCompany; or (iii) acquire a financial interest in, or otherwise become actively involved with, anyperson engaged in any business that is in Competition with the Company, as an individual, partner,shareholder, officer, director, principal, agent, trustee, employee or consultant. For purposes ofthis Section 9, “Competition” shall mean the business of producing or selling microporous membraneproducts produced or sold, or expressly contemplated to be produced or sold, by the Company or itssubsidiaries as of the date hereof and during the Employment Term.               (2) Notwithstanding anything to the contrary in this Agreement, Executive may, directly orindirectly own, solely as an investment, securities of any person engaged in Competition with theCompany or its affiliates which are publicly traded on a national or regional stock exchange or onthe over-the-counter market if Executive (i) is not a controlling person of, or a member of a groupwhich controls, such person and (ii) does not, directly or indirectly, own 5% or more of any classof securities of such person.          b. Non-Solicitation; Non-Interference. During the Restricted Period, Executive shallnot, directly or indirectly, for his own account or for the account of any other individual orentity, (i) encourage, solicit or induce, or in any manner attempt to solicit or induce, anyindividual or entity employed by, as agent of, or a service provider to, the Company to terminatesuch person’s employment, agency or service, as the case may be, with the Company; (ii) engage inCompetition with the Company by soliciting business of the type performed by the Company from anyindividual or entity for whom the Company provided services or products within the one-year periodimmediately preceding the date of Executive’s termination of employment; (iii) engage inCompetition with the Company by soliciting business of the type
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performed by the Company from any prospective customer or client of the Company who, withinthe one-year period immediately preceding the date of Executive’s termination of employment, theCompany had directly solicited; or (iv) assist any person or entity to engage in any activityprohibited by this subsection (b).          c. It is expressly understood and agreed that although Executive and the Company consider therestrictions contained in this Section 9 to be reasonable, if a final judicial determination ismade by a court of competent jurisdiction that the time or territory or any other restrictioncontained in this Agreement is an unenforceable restriction against Executive, the provisions ofthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximumtime and territory and to such maximum extent as such court may judicially determine or indicate tobe enforceable. Alternatively, if any court of competent jurisdiction finds that any restrictioncontained in this Agreement is unenforceable, and such restriction cannot be amended so as to makeit enforceable, such finding shall not affect the enforceability of any of the other restrictionscontained herein.     10. Confidentiality. Executive will not at any time (whether during or afterExecutive’s employment with the Company) disclose or use for Executive’s own benefit or purposes orthe benefit or purposes of any other person, firm, partnership, joint venture, association,corporation or other business organization, entity or enterprise other than the Company, any tradesecrets, information, data, or other confidential information relating to customers, developmentprograms, costs, marketing, trading, investment, sales activities, promotion, credit and financialdata, manufacturing processes, financing methods, plans, or the business and affairs of theCompany; provided that the foregoing shall not apply to information which is not unique tothe Company or which is generally known to the industry or the public other than as a result ofExecutive’s breach of this covenant. Except as required by law, Executive will not disclose toanyone, other than his immediate family and legal or financial advisors or financial institutions,the existence or contents of this Agreement. Executive agrees that upon termination of Executive’semployment with the Company for any reason, he will return to the Company immediately allmemoranda, books, papers, plans, information, letters and other data, and all copies thereof ortherefrom, in any way relating to the business of the Company, except that he may retain personalnotes, notebooks and diaries that do not contain confidential information of the type described inthe preceding sentence. Executive further agrees that he will not retain or use for Executive’saccount at any time any trade names, trademark or other proprietary business designation used orowned in connection with the business of the Company.     11. Specific Performance. Executive acknowledges and agrees that the Company’sremedies at law for a breach or threatened breach of any of the provisions of Section 9 or Section10 would be inadequate and, in recognition of this fact, Executive agrees that, in the event ofsuch a breach or threatened breach, in addition to any remedies at law, the Company shall beentitled to obtain equitable relief in the form of specific performance, temporary restrainingorder, temporary or permanent injunction or any other equitable remedy which may then be available.     12. Miscellaneous.
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          a. Governing Law; Jurisdiction. This Agreement shall be governed by and construed inaccordance with the laws of the State of New York, without regard to conflicts of laws principlesthereof. The Company and Executive each hereby consents to the jurisdiction of the federal andstate courts in the state in which Executive maintains his principal place of residence, as of theearlier of the date on which (i) either party brings a claim under this Agreement against the otherparty and (ii) Executive’s termination of employment occurs. The Company and Executive also eachhereby irrevocably waives any objection it may now or hereafter have to laying of the venue of anysuit, action or proceeding in connection with this Agreement in any such court, and agrees thatservice upon it shall be sufficient if made by registered mail.          b. Entire Agreement/Amendments. This Agreement contains the entire understanding ofthe parties with respect to the employment of Executive by the Company. There are no restrictions,agreements, promises, warranties, covenants or undertakings between the parties with respect to thesubject matter herein other than those expressly set forth herein. This Agreement may not bealtered, modified, or amended except by written instrument signed by the parties hereto.          c. No Waiver. The failure of a party to insist upon strict adherence to any term ofthis Agreement on any occasion shall not be considered a waiver of such party’s rights or deprivesuch party of the right thereafter to insist upon strict adherence to that term or any other termof this Agreement.          d. Severability. In the event that any one or more of the provisions of thisAgreement shall be or become invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions of this Agreement shall not be affectedthereby.          e. Assignment. This Agreement shall not be assignable by Executive. This Agreementshall be assigned by the Company to a person or entity which is a successor in interest tosubstantially all of the business operations of the Company. Upon such assignment, the rights andobligations of the Company hereunder shall become the rights and obligations of such successorperson or entity.          f. Mitigation. Executive shall not be required to mitigate the amount of any paymentprovided for pursuant to this Agreement by seeking other employment, taking into account theprovisions of Section 9 of this Agreement.          g. Successors; Binding Agreement. This Agreement shall inure to the benefit of and bebinding upon personal or legal representatives, executors, administrators, successors, heirs,distributes, devises and legatees.          h. Notice. For the purpose of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whendelivered by hand or overnight courier or three days after it has been mailed by United Statesregistered mail, return receipt requested, postage prepaid, addressed to the respective addressesset forth below Agreement, or to such other address as either party may
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have furnished to the other in writing in accordance herewith, except that notice of change ofaddress shall be effective only upon receipt.     If to the Company:     If to Executive:     To the most recent address of Executive set forth in the personnel records of theCompany.          i. Executive Representation. Executive hereby represents to the Company that theexecution and delivery of this Agreement by Executive and the Company and the performance byExecutive of Executive’s duties hereunder shall not constitute a breach of, or otherwisecontravene, the terms of any employment agreement or other agreement or policy to which Executiveis a party or otherwise bound.          j. Prior Agreements This Agreement supercedes all prior agreements and understandings(including verbal agreements), if any, between Executive and the Company regarding the terms andconditions of Executive’s employment with the Company.          k. Withholding Taxes. The Company may withhold from any amounts payable under thisAgreement such Federal, state and local taxes as may be required to be withheld pursuant to anyapplicable law or regulation.          l. Counterparts. This Agreement may be signed in counterparts, each of which shall bean original, with the same effect as if the signatures thereto and hereto were upon the sameinstrument.          m. Prevailing Party. The prevailing party shall be entitled to recover all reasonableattorneys’ fees and costs in any litigation for breach of this Agreement.
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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day andyear first above written.       **POLYPORE INTERNATIONAL, INC.:**    /s/ Michael Graff         By:  Michael Graff    Title:  Chairman of theBoard         **EXECUTIVE:**    **/s/ Robert B. Toth**         **Robert B. Toth**         **Solely for purposes of its obligations**