Exhibit 10.1


 


AGREEMENT


 


THIS AGREEMENT is made and entered by and between LYDALL, INC.,
a Delaware corporation (the "Company"), and Scott M. Deakin (“the "Employee"), effective September 8,
2015.


 


WITNESSETH


 


WHEREAS, the Company and the Employee (the
"Parties") have agreed to enter into this agreement (the "Agreement) relating to the termination of the employment
of the Employee;


 


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.            Termination
of Employment by the Company.


 


1.1           Termination
by the Company Other Than For Cause. The Company may terminate the Employee's employment at any time other than for Cause (as
defined in Section 1.2), by giving the Employee a written notice of termination at least 30 days before the date of termination
(or such lesser notice period as the Employee may agree to). In the event of such a termination of employment pursuant to this
Section 1.1, the Employee shall be entitled to receive (i) the benefits described in Section 3 if such termination of
employment does not occur within 18 months following a "Change of Control" (as defined in Section 5), or (ii) the
benefits described in Section 4 if such termination of employment occurs within 18 months following a Change of Control.


 


1.2          Termination
for Cause. The Company may terminate the Employee's employment immediately for Cause for any of the following reasons: (i) an
act or acts of dishonesty or fraud by the Employee relating to the performance of his services to the Company; (ii) a breach
by the Employee of his duties or responsibilities under this Agreement resulting in significant demonstrable injury to the Company
or any of its subsidiaries; (iii) the Employee's conviction of a felony or any crime involving moral turpitude; (iv) the
Employee's material failure (for reasons other than death or Disability) to perform his duties under this Agreement or insubordination
(defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Employee has been
given written notice of the acts or omissions constituting such failure or insubordination and the Employee has failed to cure
such conduct, where susceptible to cure, within ten days following such notice; or (v) a breach by the Employee of any provision
of any material policy of the Company or of his obligations under the confidentiality, non-competition and invention ownership
agreement executed by the Employee and attached hereto as Exhibit A (the "Confidentiality Agreement"). The Company shall
exercise its right to terminate the Employee's employment for Cause by giving the Employee written notice of termination specifying
in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Employee's employment for
Cause, the Employee shall be entitled to receive only (i) his base salary earned through the date of such termination of employment
plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base
salary to be paid in a lump sum no later than the next payroll date following the Employee's date of termination to the extent
not previously paid, (ii) any other compensation and benefits to the extent actually earned by the Employee under any other
benefit plan or program of the Company as of the date of such termination of employment, such compensation and benefits to be paid
at the normal time for payment of such compensation and benefits to the extent not previously paid and (iii) any reimbursement
amounts owing.


 




     


     


    

  


2.           Termination
of Employment by the Employee.


 


(a)          The
Employee may terminate his employment at any time and for any reason by giving the Company a written notice of termination to that
effect at least 30 days before the date of termination (or such lesser notice period as the Company may agree to); provided, however,
that the Company following receipt of such notice from the Employee may elect to have the Employee's employment terminate immediately
following its receipt of such notice. In the event of the Employee's termination of his employment, the Employee shall be entitled
to receive only (i) his base salary earned through the date of such termination of employment plus his base salary for the
period of vacation time earned but not taken for the year of termination of employment, such base salary to be paid in a lump sum
no later than the next payroll date following the Employee's date of termination to the extent not previously paid, (ii) any
other compensation and benefits to the extent actually earned by the Employee under any other benefit plan or program of the Company
as of the date of such termination of employment, such compensation and benefits to be paid at the normal time for payment of such
compensation and benefits to the extent not previously paid, and (iii) any reimbursement amounts owing.


 


(b)          Good
Reason. Only following a Change of Control, the Executive may terminate his employment for Good Reason (as defined below) by giving
the Company a written notice of termination at least 30 days before the date of such termination (or such lesser notice period
as the Company may agree to) specifying in reasonable detail the circumstances constituting such Good Reason. In the event of the
Executive's termination of his employment for Good Reason within 18 months following a Change of Control, the Executive shall be
entitled to receive the benefits described in Section 4 if such termination of employment occurs. For purposes of this Agreement,
Good Reason shall mean, without the Executive's written consent, (i) a significant reduction in the scope of the Executive's authority,
functions, duties or responsibilities from that which is contemplated by this Agreement; provided that a change in scope solely
as a result of the Company no longer being public or becoming a subsidiary of another corporation shall not constitute Good Reason,
(ii) any reduction in the Executive's base salary, other than an across-the-board reduction affecting substantially all members
of senior management of the Company on substantially the same proportional basis, (iii) any material breach by the Company
of any provision of this Agreement without the Executive having committed any material breach of the Executive's obligations hereunder
or under the Confidentiality Agreement, in each case, which breach is not cured within thirty days following written notice thereof
to the Company of such breach or (iv) the relocation of the Executive's office location to a location more than 50 miles away from
the Executive's then current principal place of employment. If an event constituting a ground for termination of employment for
Good Reason occurs, and the Executive fails to give notice of termination within 30 days after the occurrence of such event, the
Executive shall be deemed to have waived his right to terminate employment for Good Reason in connection with such event (but not
for any other event for which the 30-day period has not expired).


 




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3.            Benefits
Upon Termination Without Cause (No Change of Control). If (a) the Employee's employment hereunder shall terminate because of
termination by the Company pursuant to Section 1.1 and (b) such termination of employment does not occur within 18 months
following a Change of Control of the Company, the Employee shall be entitled to the following:


 


(a)          The
Company shall pay to the Employee his base salary earned through the date of such termination of employment in a lump sum no later
than the next payroll date following the Employee's date of termination to the extent not previously paid, and any other compensation
and benefits to the extent actually earned by the Employee under any benefit plan or program of the Company as of the date of such
termination of employment, any such compensation and benefits to be paid at the normal time for payment of such compensation and
benefits to the extent not previously paid.


 


(b)          The
Company shall pay the Employee any reimbursement amounts owing.


 


(c)          The
Company shall pay to the Employee one (1) times the sum of (i) the Employee's annual rate of base salary in effect immediately
preceding his termination of employment, and (ii) the average of his annual bonuses earned under the Company's annual bonus
plan for the three calendar years preceding his termination of employment (or, if the Employee was not eligible for a bonus in
each of those three calendar years, then the average of such bonuses for all of the calendar years in such three-year period for
which he was eligible), with any deferred bonuses counting for the year earned rather than the year paid (the "Severance Benefit").
The Severance Benefit shall be paid in installments at the times that salary payments are normally made by the Company; provided
that, if at the time of the Employee's termination of employment, the Employee is a "specified employee" as defined in
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations and guidance issued thereunder
(a "Specified Employee"), then the Severance Benefit shall be paid in a lump sum on the first payroll date that occurs
six (6) months after the date of the Employee's termination of employment.


 




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(d)          If
the Employee elects to continue coverage under the Company's health plan pursuant to COBRA, then for the period beginning on the
date of the Employee's termination of employment and ending on the earlier of (i) the date which is 12 months after the date of
such termination of employment or (ii) the date the Employee becomes eligible for health insurance benefits under the group health
plan of another employer, the Company will pay the same percentage of the Employee's premium for COBRA coverage for the Employee
and, if applicable, his spouse and dependent children, as the Company paid at the applicable time for coverage under such plan
for actively employed members of management generally. In addition, for the period beginning on the date of the Employee's termination
of employment and ending on the earlier of (i) the date which is 12 months after the date of such termination of employment
or (ii) the date on which the Employee becomes eligible for life insurance benefits from another employer, the Company will
continue to provide the executive life insurance benefits that the Company would have provided to the Employee if the Employee
had continued in employment with the Company for such period, but only if the Employee timely pays the portion of the premium for
such coverage that members of management of the Company generally are required to pay for such coverage, if any. The Employee shall
notify the Company promptly if he, while eligible for benefits under this subsection (d), becomes eligible to receive health
and/or life insurance benefits from another employer.


 


(e)          The
Company will pay to the outplacement services provider reasonably selected by the Employee an amount not to exceed $10,000 for
outplacement services costs incurred by Employee within the twelve months following the Employee's termination of employment.


 


(f)          The
Company's obligation to provide the severance benefits set forth in Sections 3(c), (d) and (e) upon the Employee's termination
of employment without Cause, which does not occur within 18 months following a Change of Control, is subject to the Employee's
execution without revocation of a valid release in substantially the form attached to this Agreement as Exhibit B (the "Release").


 


4.            Benefits
Upon Termination Without Cause (Change of Control). If (a) the Employee's employment hereunder shall terminate because of termination
by the Company pursuant to Section 1.1 or because of termination by the Employee for Good Reason pursuant to Section 2 (b) and
(b) such termination of employment occurs within 18 months following a Change of Control of the Company, the Employee shall be
entitled to the following:


 


(a)          The
Company shall pay to the Employee his base salary earned through the date of such termination of employment in a lump sum no later
than the next payroll date following the Employee's date of termination to the extent not previously paid, and any other compensation
and benefits to the extent actually earned by the Employee under any benefit plan or program of the Company as of the date of such
termination of employment, any such compensation and benefits to be paid at the normal time for payment of such compensation and
benefits to the extent not previously paid.


 


(b)          The
Company shall pay the Employee any reimbursement amounts owing.


 




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(c)          The
Company shall pay to the Employee as a severance benefit an amount equal to two (2) times the sum of (i) his annual rate of
base salary in effect immediately preceding his termination of employment, and (ii) the average of his three highest annual
bonuses earned under the Company's annual bonus plan for any of the five calendar years preceding his termination of employment
(or, if the Employee was not eligible for a bonus for at least three calendar years in such five-year period, then the average
of such bonuses for all of the calendar years in such five-year period for which the Employee was eligible), with any deferred
bonuses counting for the year earned rather than the year paid (the "COC Severance Benefit"). The COC Severance Benefit
shall be paid in a lump sum within 30 days after the date of such termination of employment; provided that, if at the time of the
Employee's termination of employment, the Employee is a Specified Employee, then the COC Severance Benefit shall be paid in a lump
sum on the date that is six (6) months after the date of such termination of employment.


 


(d)          The
Company shall pay to the Employee as a bonus for the year of termination of his employment an amount equal to a portion (determined
as provided in the next sentence) of the Employee's target bonus opportunity under the Company's annual bonus plan for the calendar
year of termination of the Employee's employment or, if none, such portion of the bonus awarded to the Employee under the Company's
annual bonus plan for the calendar year immediately preceding the calendar year of the termination of the Employee's employment,
with deferred bonuses counting for the year earned rather than the year paid. Such portion shall be determined by dividing the
number of days of the Employee's employment during such calendar year up to his termination of employment by 365 (366 if a leap
year). Such payment shall be made in a lump sum within 30 days after the date of such termination of employment, and the Employee
shall have no right to any further bonuses under said plan; provided that, if at the time of the Employee's termination of employment,
the Employee is a Specified Employee, then such payment shall be made in a lump sum on the date that is six (6) months after the
date of such termination of employment, and the Employee shall have no right to any further bonuses under said plan.


 


(e)          If
the Employee elects to continue coverage under the Company's health plan pursuant to COBRA, then for the period beginning on the
date of the Employee's termination of employment and ending on the earlier of (i) the date which COBRA coverage ends but not to
exceed 24 months after the date of such termination of employment or (ii) the date the Employee becomes eligible for comparable
benefits from another employer, the Employee (and, if applicable, the Employee's spouse and dependent children) shall remain covered
by the medical, dental, and if reasonably commercially available through nationally reputable insurance carriers, executive life
and executive long-term disability plans of the Company that covered the Employee immediately prior to his termination of employment
as if the Employee had remained in employment for such period; provided, however, that the coverage under any such plan is conditioned
on the timely payment by the Employee (or his spouse or dependent children) of the portion of the premium for such coverage that
actively employed members of senior management of the Company generally are required to pay for such coverage. In the event that
the Employee's participation in any such plan is barred, the Company shall arrange to provide the Employee (and, if applicable,
his spouse and dependent children) with comparable benefits to the extent available at a cost not to exceed 125% of the cost of
providing benefits to the Employee under the Company's plan or plans. The Employee shall notify the Company promptly if he, while
eligible for benefits under this subsection (e) becomes eligible to receive benefits from another employer.


 




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(f)          Each
stock option granted by the Company to the Employee and outstanding immediately prior to termination of his employment shall be
fully vested and immediately exercisable and may be exercised by the Employee (or, following his death, by the person or entity
to which such option passes) at any time prior to the expiration date of the applicable option (determined without regard to any
earlier termination of the option that would otherwise occur by reason of termination of his employment). Each restricted stock
award granted by the Company to the Employee and outstanding immediately prior to termination of the Employee's employment shall
be fully vested upon such termination of employment.


 


(g)          The
Company will pay to the outplacement services provider reasonably selected by the Employee an amount not to exceed $10,000 for
outplacement services costs incurred by Employee within the twelve months following the Employee's termination of employment.


 


(h)          The
Company shall promptly pay all reasonable attorneys' fees and related expenses incurred by the Employee in seeking to obtain or
enforce any right or benefit under this Section 4 or to defend against any claim or assertion in connection with this Section 4,
but only if and to the extent that the Employee substantially prevails.


 


(i)          The
Company will pay to the Employee an automobile allowance, in an amount equal to the Employee's monthly allowance at the time of
termination, each month for 24 months following termination of the Employee's employment provided that, if at the time of the Employee's
termination of employment, the Employee is a Specified Employee, then fifty percent (50%) of the automobile allowance shall be
paid in a lump sum on the date that is six (6) months after the date of termination, and the remaining fifty percent (50%) of the
automobile allowance shall be paid in six (6) equal monthly installments, beginning in the seventh month following the date of
termination.


 


(j)          The
Company's obligation to provide the severance benefits set forth in Sections 4(c), (d), (e), (f), (g), (h) and (i) upon the Employee's
termination of employment without Cause within 18 months following a Change of Control is subject to the Employee's execution of
the Release.


 




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5.            Change
of Control. For the purposes of this Agreement, a "Change of Control" shall be deemed to occur upon the consummation
of any of the following events: (a) any person or persons acting together which would constitute a "group" for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company or
any subsidiary of the Company) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at
least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of
the Board; (b) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members
of the Board (for this purpose, a "Current Director" shall mean any member of the Board as of the date hereof and any
successor of a Current Director whose election, or nomination for election by the Company's shareholders, was approved by at least
a majority of the Current Directors then on the Board); (c) (i) the complete liquidation of the Company or (ii) the merger or consolidation
of the Company, other than a merger or consolidation in which (x) the holders of the common stock of the Company immediately prior
to the consolidation or merger have, directly or indirectly, at least a majority of the common stock of the continuing or surviving
corporation immediately after such consolidation or merger or (y) the Board immediately prior to the merger or consolidation would,
immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation,
which liquidation, merger or consolidation has been approved by the shareholders of the Company; or (d) the sale or other disposition
(in one transaction or a series of transactions) of all or substantially all of the assets of the Company pursuant to an agreement
(or agreements) which has (have) been approved by the shareholders of the Company.


 


6.            Golden
Parachute Excise Tax.


 


(a)          In
the event that any payment or benefit received or to be received by the Employee pursuant to this Agreement or any other plan,
program or arrangement of the Company or any of its affiliates would constitute an "excess parachute payment" within
the meaning of Section 280G of the Code ("Excess Parachute Payment"), then the payments under this Agreement shall be
reduced (by the minimum possible amounts) until no amount payable to the Employee under this Agreement constitutes an Excess Parachute
Payment; provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal,
state, local or other income and excise taxes) to which the Employee would otherwise be entitled without such reduction would be
greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the
Employee resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including
a subsequent payment or absence of a subsequent payment under this Agreement or other plan, program or arrangement of the Company
or any of its affiliates), it is determined that payments under this Agreement have been reduced by more than the minimum amount
required to prevent any payments from constituting an Excess Parachute Payment, then an additional payment shall be promptly made
to the Employee in an amount equal to the additional amount that can be paid without causing any payment to constitute an Excess
Parachute Payment.


 


(b)          All
determinations required to be made under this Section 6 shall be made by a nationally recognized independent accounting firm mutually
agreeable to the Company and the Employee (the "Accounting Firm") which shall provide detailed supporting calculations
to the Company and the Employee as requested by the Company or the Employee. All fees and expenses of the Accounting Firm shall
be borne solely by the Company and shall be paid by the Company upon demand of the Employee as incurred or billed by the Accounting
Firm. All determinations made by the Accounting Firm pursuant to this Section 6 shall be final and binding upon the Company
and the Employee.


 




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(c)          To
the extent any payment or benefit is to be reduced pursuant to this Section 6, the severance payment described in Section 3(c)
or 4(c) will first be reduced and then the bonus described in Section 4(d), in each case only to the extent necessary.


 


7.            Entitlement
to Other Benefits. Except as otherwise provided in this Agreement, this Agreement shall not be construed as limiting in any
way any rights or benefits that the Employee or his spouse, dependents or beneficiaries may have pursuant to any other plan or
program of the Company; provided that the Employee shall not be eligible to receive any benefits under any circumstances under
any severance plan or policy of the Company, including, without limitation, the Lydall, Inc. Severance Plan.


 


8.            General
Provisions.


 


8.1           No
Duty to Seek Employment. The Employee shall not be under any duty or obligation to seek or accept other employment following
termination of employment, and no amount, payment or benefits due to the Employee hereunder shall be reduced or suspended if the
Employee accepts subsequent employment, except as expressly set forth herein.


 


8.2           Deductions
and Withholding. All amounts payable or which become payable under any provision of this Agreement shall be subject to any
deductions authorized by the Employee and any deductions and withholdings required by law.


 


8.3           Notices.
All notices, demands, requests, consents, approvals or other communications (collectively "Notices") required or permitted
to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be delivered personally,
sent by facsimile transmission with a copy deposited in the United States mail, registered or certified, return receipt requested,
postage prepaid, or sent by overnight mail addressed as follows:


 


	To the Company:	Lydall, Inc.
	 	P.O. Box 151
	 	One Colonial Road
	 	Manchester, CT 06045-0151
	 	Attn:  Chief Executive Officer
	 	 
	To the Employee:	Scott M. Deakin
	 	xxxx
	 	xxxx


 


or such other address as such party shall have specified most
recently by written notice. Notice mailed as provided herein shall be deemed given when so delivered personally or sent by facsimile
transmission, or, if sent by overnight mail, on the day after the date of mailing.


 




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8.4           No
Disparagement. The Employee shall not during the period of his employment with the Company, nor following the date of termination
of his employment for any reason, publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments
or statements concerning the Company, or any of its subsidiaries or affiliates or any of their shareholders, directors, officers,
employees or agents. "Disparaging" remarks, comments or statements are those that impugn the character, honesty, integrity
or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity
being disparaged. The Employee agrees that the terms of this Section 8.4 shall survive the term of this Agreement and the termination
of the Employee's employment.


 


8.5           Proprietary
Information and Inventions. The Confidentiality Agreement is incorporated by reference in this Agreement, and the Employee
agrees to continue to be bound thereby.


 


8.6           Covenant
to Notify Management. The Employee agrees to abide by the ethics policies of the Company as well as the Company's other rules,
regulations, policies and procedures. The Employee agrees to comply in full with all governmental laws and regulations as well
as ethics codes applicable. In the event that the Employee is aware or suspects the Company, or any of its officers or agents,
of violating any such laws, ethics, codes, rules, regulations, policies or procedures, the Employee agrees to bring all such actual
and suspected violations to the attention of the Company immediately so that the matter may be properly investigated and appropriate
action taken. The Employee understands that the Employee is precluded from filing a complaint with any governmental agency or court
having jurisdiction over wrongful conduct unless the Employee has first notified the Company of the facts and permits it to investigate
and correct the concerns.


 


8.7           Amendments
and Waivers. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Employee and the Company. No waiver by either Party hereto at any time of any breach by the
other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall
be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.


 


8.8           Beneficial
Interests. This Agreement shall inure to the benefit of and be enforceable by (a) the Company's successors and assigns
and (b) the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees
and legatees. If the Employee shall die while any amounts are still payable to his hereunder, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, or other designee
or, if there be no such designee, to the Employee's estate.


 


8.9           Successors.
The Company will require any successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform.


 




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8.10         Assignment. This Agreement
and the rights, duties, and obligations hereunder may not be assigned or delegated by any Party without the prior written consent
of the other Party and any attempted assignment or delegation without such prior written consent shall be void and be of no effect.
Notwithstanding the foregoing provisions of this Section 8.10, the Company may assign or delegate its rights, duties and obligations
hereunder to any affiliate or to any person or entity which succeeds to all or substantially all of the business of the Company
or one of its subsidiaries through merger, consolation, reorganization, or other business combination or by acquisition of all
or substantially all of the assets of the Company or one of its subsidiaries without the Employee's consent.


 


8.11         Choice
of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without regard
to the conflicts of law provisions thereof.


 


8.12         Statute
of Limitations. The Employee and the Company hereby agree that there shall be a one year statute of limitations for the filing
of any requests for arbitration or any lawsuit relating to this Agreement or the terms or conditions of Employee's employment by
the Company. If such a claim is filed more than one year subsequent to the Employee's last day of employment it shall be precluded
by this provision, regardless of whether or not the claim has accrued at that time.


 


8.13         Right
to Injunctive and Equitable Relief. The Employee's obligations under Section 8.4 are of a special and unique character,
which gives them a peculiar value. The Company cannot be reasonably or adequately compensated for damages in an action at law in
the event the Employee breaches such obligations. Therefore, the Employee expressly agrees that the Company shall be entitled to
injunctive and other equitable relief without bond or other security in the event of such breach in addition to any other rights
or remedies which the Company may possess or be entitled to pursue. Furthermore, the obligations of the Employee and the rights
and remedies of the Company under Section 8.4 and this Section 8.13 are cumulative and in addition to, and not in lieu of,
any obligations, rights, or remedies as created by applicable law. The Employee agrees that the terms of this Section 8.13 shall
survive the term of this Agreement and the termination of the Employee's employment.


 


8.14         Severability
or Partial Invalidity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which shall remain in full force and effect.


 


8.15         Entire
Agreement. This Agreement, along with the Confidentiality Agreement, constitutes the entire agreement of the Parties and supersedes
all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect
to the subject matter hereof. This Agreement may not be changed orally and may only be modified in writing signed by both Parties.
This Agreement, along with the Confidentiality Agreement, is intended by the Parties as the final expression of their agreement
with respect to such terms as are included herein and therein and may not be contradicted by evidence of any prior or contemporaneous
agreement. The Parties further intend that this Agreement, along with the Confidentiality Agreement, constitutes the complete and
exclusive statement of their terms and that no extrinsic evidence may be introduced in any judicial proceeding involving such agreements.


 




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8.16         Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer and the Employee has hereunto set his hand as of the day and year
first above written.


 


	 	 	LYDALL, INC.	 	 
	 	 	 	 	 
	 	By:	/s/
    Dale G. Barnhart	 	August
    21, 2015
	 	 	Dale G. Barnhart	 	Date
	 	 	President and Chief 	 	 
	 	 	Executive Officer	 	 
	 	 	 	 	 
	 	 	/s/ Scott
    M. Deakin	 	August
    21, 2015
	 	 	Scott M. Deakin	 	Date


 




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EXHIBIT A


 


Confidentiality, Invention and Non-Compete
Agreement


 


In consideration of my employment by the
Company, or future employment with an affiliate to whom I am transferred (Lydall Inc. or affiliate together the “Company”),
the compensation and other benefits to be received by me from the Company, I agree that:


 


		1.	DEFINITIONS



 


The term “Confidential
Information” as used in this Agreement includes all business information and records which relate to the Company or to parties
working with the Company under a confidentiality agreement, and which are not known to the public generally, including, but not
limited to, technical notebook records, technical reports, patent applications, machine equipment, computer software, models, process
and product designs including any drawings and descriptions, unwritten knowledge and “know-how”, operating instructions,
training manuals, production and development processes, production or other schedules, customer lists, customer buying records,
product sales records, sales requests, territory listings, market surveys, plans including marketing plans and long-range plans,
salary information, contracts, supplier lists, product costs, policy statements, policy procedures, policy manuals, flowcharts,
computer printouts, program listings, reproductions and correspondence.


 


The term “Invention”
as used in this Agreement includes any discovery, improvement, design or idea, patentable, copywriteable or otherwise, which relates
to any activity or business in which the Company is engaged or any process, equipment, material, product or method (including computer
software) in which the Company has any direct or indirect interest.


 




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		2.	INVENTIONS



 


I will disclose promptly to
the Company any Invention conceived, developed or perfected by me, either alone or jointly with another or others, while I am an
employee, whether or not such conception, development or perfection occurs during the hours of my employment.


 


I grant to
the Company without further compensation, all my right, title and interest in and to any such Invention for the sole use and benefit
of the Company, together with all U.S. and foreign patents, trademarks or copyrights that may at any time be granted, and all reissues,
renewals and extensions of such patents, trademarks or copyrights. At the request and expense of the Company, I will at any time
do what the Company reasonably believes to be necessary to assist the Company to vest full right and title to each such Invention
in the Company, enable the Company to obtain and maintain full right and title in any country, prosecute applications for and secure
patents (including their reissue, renewal and extension), trademarks, copyrights and any other form of protection for each such
Invention, and prosecute or defend any interference or opposition which may be declared involving any such application or patent
and any litigation in which the Company may be involved concerning any such Invention. This will include preparing, executing and
delivering any written document, drawings, flowcharts, or computer printouts. The provisions of this section will continue after
I stop working for the Company and shall be binding on my executors, administrators and assigns, unless waived in writing by the
Company.


 


		3.	Confidential Information



 


I have not disclosed and will
not disclose to the Company, and I will not use, in the discharge of my duties as an employee of the Company, any trade secret
or confidential information belonging to a former employer or other person and which has been classified by the former employer
or other person as a trade secret or confidential information. The limitation set forth in this section shall not apply to matters
which (a) are or become public knowledge, (b) were previously known to the Company, (c) are subsequently received by the Company
from a third party, or (d) are independently derived by the Company.


 




    	– 13 –  



     


    

 


 


I will not, directly or indirectly,
during or at any time after the period of my employment by the Company, use for myself or others, or disclose to others, any Confidential
Information, no matter how such information becomes known to me, unless I first obtain the Company’s written consent.


 


When I leave the Company’s
employ, or at any other time upon request by the Company, I will promptly deliver to the Company all documents and records, including
but not limited to those listed under the definition of Confidential Information, which are in my possession or under my control
and which pertain to the Company, any of its activities or any of my activities while in the course of my employment and all copies
thereof. I will not retain or deliver to any others copies of these documents or records.


 


		4.	Non-Competition



 


I acknowledge and agree that
the Company’s business competes upon a worldwide basis, and that the degree of competition in that business is high. I recognize
that the Company may assign me to duties in a geographic area or specific market. I agree that, unless I first obtain the Company’s
written consent, I will not during my employment with the Company and for a period of two (2) years following the termination of
my employment (provided, however, that if I am employed by the Company for less than two (2) years, the post-employment period
to which this section applies shall be the greater of six (6) months or the length of my employment in any capacity), directly
or indirectly or through others, individually, or as a member, officer, director, employee, agent, or investor of any partnership
or entity (except ownership of not more than one percent (1%) of the outstanding publicly traded stock of any company): 


 




    	– 14 –  



     


    

  


		(i)	participate in the ownership, management, operation or control of, or work for (as an employee,
consultant or independent contractor) or have any material financial interest in, any business competitive with the Company in
(a) any market in which the company for which I have worked in the two (2) preceding years has sold or attempted to sell any of
its product in the two (2) years preceding my termination or (b) if the Company has assigned me to duties in a geographic area,
within two hundred fifty (250) miles of any such geographic area in which I have worked in the two (2) years preceding my termination,



 


		(ii)	induce or encourage any employee of the Company to terminate his or her employment with the Company,
or



 


		(iii)	solicit, induce or encourage any person, business or entity which is a supplier of, a purchaser
from, or a contracting party with, the Company to terminate any written or oral agreement, order or understanding with the Company
or to conduct business in a way that results in an adverse impact to the Company.



 


I further
understand and agree that the remedy at law for any breach or threatened breach of my agreement not to compete contained in this
section would be inadequate and that any breach or attempted breach would result in irreparable damage to the Company, the monetary
amount of which would be impossible to ascertain. Thus, I agree that in the event of any breach or threatened breach of my agreement
not to compete, in addition to all other available legal or equitable remedies, the Company may obtain injunctive relief to remedy
damage caused by such breach or threatened breach, and that the Company shall be entitled to recover from me its costs and expenses,
including reasonable attorney fees, incurred in remedying such breach or threatened breach.


 


		5.	General Terms



 


I represent and agree that I
have and will assume no obligations to others inconsistent with any of my obligations to the Company under this Agreement.


 


In consideration of my employment,
I agree to conform to the policies of the Company. I understand that my employment is for an indefinite period and can be terminated
at any time, with or without cause or prior notice by either the Company or me, and will remain so unless a written agreement for
a specific term is entered into and executed by me and the Company’s CEO. No other representations or agreements have been
made regarding the term or termination of my employment. I understand that no employee of the Company other than its CEO has the
authority to enter into any agreement, commitment or guarantees binding on the Company regarding my employment and then only by
a signed, written document.


 




    	– 15 –  



     


    

  


This Agreement, which is ancillary
to any other agreement I may have with the Company, (a) is intended as the complete and exclusive statement of my agreement with
the Company with respect to its subject matter, (b) shall be binding upon my heirs, executors and administrators, (c) shall be
assignable by the Company to its successors; (d) shall not be modified unless in writing and signed by me and the Company, (e)
shall be governed by and construed in accordance with the law of the State of Connecticut, the Company’s home office state,
and (f) if any part of this Agreement is found invalid by any court, the remainder shall be valid and enforceable in law and equity.


 


	 	Lydall, Inc.


 


	Employee
    Name:	/s/
    Scott M. Deakin	 	By:	/s/
Dale G. Barnhart
	Name
    Printed	Scott
    M. Deakin	 	Name/Title:	Dale
    G. Barnhart, President and CEO
	Date:	August 21,
    2015	 	Date:	August 21,
    2015


 




    	– 16 –  



     


    

 


EXHIBIT B


 


TERMINATION, VOLUNTARY RELEASE AND WAIVER
OF RIGHTS AGREEMENT


 


I, Scott M. Deakin, unqualifiedly accept
and agree to the relinquishment of my title, responsibilities and obligations as an employee of Lydall, Inc. ("the Company"),
and concurrently and unconditionally agree to sever my relationship as an employee of the Company, in consideration for the voluntary
payment to me by the Company of the separation benefits set forth in Section 1 of the Severance Agreement dated as of September 8,
2015 by and between me and the Company (the "Severance Agreement"), which is made a part hereof.


 


1.          In
exchange for this consideration, which I understand that the Company is not otherwise obligated to provide to me, I voluntarily
agree to waive and forego any and all claims, rights, interests, covenants, contracts, warranties, promises, undertakings, actions,
suits, causes of action, obligations, debts, attorneys' fees or other expenses, accounts, judgments, fines, fees, losses and liabilities,
of any kind, nature or description, in law, equity or otherwise (collectively, "Claims") that I may have against the
Company and to release the Company and their respective affiliates, subsidiaries, officers, directors, employees, representatives,
agents, successors and assigns (hereinafter collectively referred to as "Releasees") from any obligations any of them
may owe to me, accepting the aforestated consideration as full settlement of any monies or obligations owed to me by Releasees
that may have arisen at any time prior to the date of my execution of this Termination, Voluntary Release and Waiver of Rights
Agreement (the "Agreement"), except as specifically provided below in the following paragraph number 2.


 


2.          I
do not waive, nor has the Company asked me to waive, any rights arising exclusively under the Fair Labor Standards Act, except
as such waiver may henceforth be made in a manner provided by law. I do not waive, nor has the Company asked me to waive, any vested
benefits that I may have or that I may have derived from the course of my employment with the Company. I understand that such vested
benefits will be subject to and administered in accordance with the established and usual terms governing same. I do not waive
any rights which may in the future, after the execution of this Agreement, arise exclusively from a substantial breach by the Company
of a material obligation of the Company expressly undertaken in consideration of my entering into this Agreement.


 


3.          Except
as set forth in paragraph 2, I do fully, irrevocably and forever waive, relinquish and agree to forego any and all Claims whatsoever,
whether known or unknown, that I may have or may hereafter have against the Releasees or any of them arising out of or by reason
of any cause, matter or thing whatsoever from the beginning of the world to the date hereof, including without limitation any and
all matters relating to my employment with the Company and the cessation thereof and all matters arising under Title VII of the
Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq., the Americans with Disabilities Act of 1990, 42 U.S.C.
§ 12101 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.,
the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., the Employee Retirement Income
Security Act of 1974, 29 U.S.C. § 1001 et seq., all as amended, or under any other laws, ordinances, Employee
orders, regulations or administrative or judicial case law arising under the statutory or common laws of the United States, the
State of Connecticut or any other applicable county or municipal ordinance.


 




    	– 17 –  



     


    

  


4.          As
a material inducement to the Company to enter into this Agreement, I, the undersigned, recognize that I may have been privy to
certain confidential, proprietary and trade secret information of the Company which, if known to third parties, could be used in
a manner that would reduce the value of the Company for its shareholders. In order to reduce the risk of that happening, I, the
undersigned, agree that for a period of two (2) years after termination of employment, I, the undersigned, will not, directly or
indirectly, assist, or be part of or have any involvement in, any effort to acquire control of the Company through the acquisition
of its stock or substantially all of its assets, without the prior consent of the Board of Directors of the Company. This provision
shall not prevent the undersigned from owning up to not more than one percent (1%) of the outstanding publicly traded stock of
any company.


 


5.          I
further acknowledge pursuant to the Older Worker's Benefit Protection Act (29 U.S.C. § 626(f)), I expressly agree that the
following statements are true:


 


a.           The
payment of the consideration described in Section __ of the Severance Agreement is in addition to the standard employee benefits
and anything else of value which the Company owes me in connection with my employment with the Company or the separation of employment.


 


b.           I
have twenty-one days from date of receipt to consider and sign this agreement. If I choose to sign this Agreement before the end
of the twenty-one day period, that decision is completely voluntary and has not been forced on me by the Company.


 


c.           I
will have seven (7) days after signing the Agreement in which to revoke it, and the Agreement will not become effective or enforceable
until the end of those seven (7) days.


 


d.           I
am now being advised in writing to consult an attorney before signing this Agreement.


 


I acknowledge that I have been given sufficient
time to freely consult with an attorney or counselor of my own choosing and that I knowingly and voluntarily execute this Agreement,
after bargaining over the terms hereof, with knowledge of the consequences made clear, and with the genuine intent to release claims
without threats, duress, or coercion on the part of the Company. I do so understanding and acknowledging the significance of such
waiver.


 


6.          Further,
in view of the above-referenced consideration voluntarily provided to me by the Company, after due deliberation, I agree to waive
any right to further litigation or claim against any or all of the Releasees except as specifically provided in paragraph number
2 above. I hereby agree to indemnify and hold harmless the Releasees and their respective agents or representatives from and against
any and all losses, costs, damages or expenses, including, without limitation, attorneys fees incurred by said parties, or any
of them, arising out of any breach of this Agreement by me or by any person acting on my behalf, or the fact that any representation
made herein by the undersigned was false when made.


 




    	– 18 –  



     


    

  


7.          As
a material inducement to the Company to enter into this Agreement, I, the undersigned, understand and agree that if I should fail
to comply with the conditions hereof or to carry out the agreement set forth herein, all amounts previously paid under this Agreement
shall be immediately forfeited to the Company and that the right or claim to further payments and/or benefits hereunder would likewise
be forfeited.


 


8.          As
a further material inducement to the Company to enter into this Agreement, the undersigned provides as follows:


 


First. I represent that I have not
filed any complaints or charges against the Company, or any of the Releasees relating to the relinquishment of my former titles
and responsibilities at the Company or the terms of my employment with the Company and that if any agency or court assumes jurisdiction
of any complaint or charge against the Company or any of the Releasees on behalf of me concerning my employment with the Company,
I understand and agrees that I have, by my knowing and willing execution of this Agreement waived my rights to any form of recovery
or relief against the Company, or any of the Releasees, including but not limited to, attorney's fees. Provided, however, that
this provision shall not preclude the undersigned from pursuing appropriate legal relief against the Company for redress of a substantial
breach of a material obligation of the Company expressly undertaken in consideration of my entering into this Agreement.


 


Second. I acknowledge and understand
that the consideration for this release shall not be in any way construed as an admission by the Company or any of the Releasees
of any improper acts or any improper employment decisions, and that the Company, specifically disclaims any liability on the part
of itself, the Releasees, and their respective agents, employees, representatives, successors or assigns in this regard.


 


Third. I acknowledge and agree that
this Agreement shall be binding upon me, upon the Company, and upon our respective administrators, representatives, Employees,
successors, heirs and assigns and shall inure to the benefit of said parties and each of them.


 


Fourth. I represent, understand and
agree that this Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements
or understandings between the parties pertaining to the subject matter hereof, except for the confidentiality and non-competition
agreement previously executed by me, the terms of which retain their full force and effect, and which are in no way limited or
curtailed by this Agreement. (A copy of that agreement is attached to the Employment Agreement as Exhibit A and is made a part
hereof.)


 


Fifth. Modification. This
Agreement may not be altered or changed except by an agreement in writing that has been properly executed by the party against
whom any waiver, change, modification or discharge is sought.


 




    	– 19 –  



     


    

  


Sixth. Severability. All provisions
and terms of this Agreement are severable. The invalidity or unenforceability of any particular provision(s) or term(s) of this
Agreement shall not affect the validity or enforceability of the other provisions and such other provisions shall be enforceable
in law or equity in all respects as if such particular invalid or unenforceable provision(s) or term(s) were omitted. Notwithstanding
the foregoing, the language of all parts of this Agreement shall, in all cases, be construed as a whole, according to its fair
meaning, and not strictly for or against any of the parties.


 


Seventh. No Disparagement.
Unless otherwise required by a court of competent jurisdiction or pursuant to any recognized subpoena power, I agree and promise
that I will not make any oral or written statements or reveal any information to any person, company, or agency which is disparaging
or damaging to the reputation or business of the Company, its subsidiaries, directors, officers or affiliates, or which would interfere
in any way with the business relations between the Company or any of its subsidiaries or affiliates and any of their customers,
suppliers or vendors whether present or in the future.


 


Eighth. Confidentiality. The
Company and the undersigned agree to refrain from disclosing to third parties and to keep strictly confidential all details of
this Agreement and any and all information relating to its negotiation, except as necessary to each party's accountants or attorneys.


 


Ninth. Termination of Agreement.
Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated by the Company and all further payment
obligations of the Company will cease, if: (a) the undersigned is terminated for "Cause" prior to the undersigned's
separation date; or (b) facts are discovered after the undersigned's separation date that would have supported a termination for
"Cause" had such facts been discovered prior to the undersigned's separation date.


 


AFFIRMATION OF RELEASOR


 


I, Scott M. Deakin, warrant that I am competent
to execute this Termination, Voluntary Release and Waiver of Rights Agreement and that I accept full responsibility thereof.


 


I, Scott M. Deakin, warrant that I have
had the opportunity to consult with an attorney of my choosing with respect to this matter and the consequences of my executing
this Termination, Voluntary Release and Waiver of Rights Agreement.


   


I, Scott M. Deakin, have read this Termination,
Voluntary Release and Waiver of Rights Agreement carefully and I fully understand its terms. I execute this document voluntarily
with full and complete knowledge of its significance.


 




    	– 20 –  



     


    

  


Executed this ___
day of _____________, 20XX, at ______________________________________.


 


	 	 	NAME
	 	 	 
	STATE OF	 	)	 
	 	)	SS:
	COUNTY OF	 	)	 


 


Subscribed and
sworn to before me, a Notary Public in and for said County and State, this ___________ day of ______________, 20XX, under the pains and
penalties of perjury.


 


	 	, Notary Public	 
	My Commission Expires:	 	 
	County of Residence:	 	 


 




    	– 21 –