Exhibit 10.16


 


[POLYPORE LETTERHEAD]


Personal and Confidential


December 4, 2003


Stefan Geyler


Membrana GmbH


Wuppertal,
Germany


Dear Stefan:


You
have been selected to participate in a special compensation protection program
called the Key Employee Severance Program (the “Severance Program”).  We are aware that the strategic initiatives
we are considering may cause some concern or uncertainty for you.  As a key member of the Polypore (as defined
herein) team, we want to ensure that you are treated fairly during this period
of time, so that you can focus your efforts on your employment
responsibilities.


With
this in mind, Polypore has developed the Severance Program, the terms of which
are described below in this letter agreement (the “Agreement”).  As a condition to receiving any amounts
described in this Agreement, you must (i) keep the terms of this Agreement
confidential and comply with the terms of the confidentiality provisions as
described in this Agreement and (ii) sign the Agreement and return it
in a confidential envelope by December 19, 2003 to Jay Tiedemann
at Polypore’s office at 4838 Jenkins Avenue, North Charleston, South Carolina
29405.


1.                                       Definitions.


“Closing”
shall mean the preparation, due diligence, and consummation of the sale,
merger, or swap of substantially all of Polypore’s stock or assets.


“Cause”
shall mean that you have:


(i)                                     been convicted
of or engaged in conduct which constitutes a felony, or a misdemeanor involving
moral turpitude;


(ii)                                  been found by
the Board of Directors to have willfully engaged in conduct which is
demonstrably and materially injurious to Polypore or any purchaser or
successor;


 

















 


(iii)                               been found by
the Board of Directors to have intentionally failed or refused to, in any
material respect, competently perform your duties and responsibilities (after
notice and opportunity to cure if such material failure can be cured);


(iv)                              breached your
duty of loyalty to, or committed any act of fraud, theft or dishonesty against
or involving Polypore or any purchaser thereof or successor thereto; or


(v)                                 breached any
provision of this Letter Agreement or other material agreement with Polypore.


“Change
of Control” shall mean any person or group (other than Jerry Zucker, ZB
Holdings, Inc., The InterTech Group, Inc., and/or Golder, Thoma, Cressey &
Rauner and/or one or more of their subsidiaries, affiliates, or funds,
individually or collectively) acting jointly or in concert becomes the owner or
controlling body, directly or indirectly, of over 50% of the common and other
voting shares of the Company.


“Constructive
Dismissal” shall mean, for purposes of this Agreement, the occurrence of any of
the following without your consent:


(i)                                     a material reduction in
benefits taken as a whole, including, but not limited to benefits of any retirement
benefit program, health benefit program or other fringe benefit plan or the
failure of Polypore to continue any such plan or program at any time that this
Agreement is in force if such failure constitutes such material reduction;


(ii)                                  a reduction in base salary;


(iii)                               any material change in
Executive’s title as of the date of this Agreement (other than any such change
in connection with a promotion or lateral reassignment);


(iv)                              the relocation of your
position to a location more than 30 miles away from its current site;


(v)                                 any material diminution in
Executive’s level of authority and freedom to exercise the authority delegated
to such Executive other than an isolated, insubstantial or inadvertent action
that is not made in bad faith and is remedied by Polypore within 30 days after
written notice thereof has been given by Executive;


(vi)                              the assignment to Executive
of any duties materially inconsistent with such Executive’s duties and title as
of the date of this Agreement, other than a lateral reassignment, an isolated,
insubstantial or inadvertent action that is not made in bad faith and is
remedied by Polypore within 30 days after written notice thereof has been given
by Executive; or


 


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(vii)                           any material breach of this
Agreement by Polypore, which breach has not been cured within 30 days after
written notice thereof has been given to Polypore by Executive.


“Executive”
shall mean the party to whom this Agreement is addressed.


“General
Release” shall mean a general release in customary form reasonably satisfactory
to Polypore.


“Polypore”
shall mean Polypore, Inc. and any subsidiaries and affiliates thereof.


2.                                       Severance
Payments.


If
you are terminated by Polypore or a successor during the period from the date
of any Change of Control until the eighteen month anniversary thereof (i)
without Cause, (ii) due to death or disability, or (iii) upon the occurrence of
a Constructive Dismissal, you will be entitled to severance equal to your base
salary and average bonus for the previous two years (or shorter period if you
have less than two years of service). 
You will receive the average bonus within 10 days of termination and
will continue to receive your base salary in regular installments from the date
of termination through the one-year anniversary of such termination, if and
only if, you have executed and delivered to Polypore a General Release.  In the event of death, any payments due will
be paid to your beneficiary.


3.                                       Continued
Employment.


Except
as specifically provided otherwise in this Agreement, your rights to amounts
under this Agreement are conditioned on your remaining an employee of Polypore,
a purchaser or successor, and your diligent and faithful performance of the
duties assigned to you until the earliest of (i) the date you are terminated
without Cause, (ii) the date of your death or disability, or (iii) the date you
are subject to Constructive Dismissal. 
Except as specifically provided herein, you will not be entitled to any
amount otherwise due hereunder if you resign from your employment with Polypore
or a successor, or if your employment is terminated for Cause by Polypore or a
successor.


4.                                       Notice.


For
the purposes of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed, or by such other delivery service providing
receipts, in either case postage prepaid, addressed to the respective addresses
set forth below, or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.


To Polypore:


Polypore, Inc.

4838 Jenkins Avenue


 


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North Charleston, South Carolina 29405

Attention:  Jay Tiedemann


To Executive:


Stefan Geyler


Membrana GmbH


Wuppertal, Germany


 


5.                                       Withholding
Taxes.


Polypore
may withhold from any amounts payable under this Agreement such federal, state
and local taxes as may be required to be withheld pursuant to any applicable
law or regulation.


6.                                       Effect on
Other Benefit Plans.


Any
payment made to you pursuant to the terms of this Agreement are in lieu of any
severance, furlough or similar payments to which you may have otherwise been
entitled.  Additionally, for the
duration of your severance payments, you will be entitled to continue your
medical coverage at the active employee rates. 
Any employer contributions to company-sponsored pension or retirement
plans will continue to be made on your behalf to the extent allowed by
law.  In the event we are not allowed to
make those contributions on your behalf, we will pay a like amount to you as
additional severance.  All of the terms
and conditions of any health, retirement, savings or other employee benefit
plan, except as modified by this Agreement, shall continue to apply to you.


7.                                       Miscellaneous.


No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by you and
the senior corporate Human Resource officer or President of Polypore or any
purchaser or successor.  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.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.


8.                                       Cooperation
in Efforts.


You
agree to use your best efforts to cooperate with Polypore as it negotiates and
pursues consummation of the Closing (including, without limitation, in
connection with any governmental filing or any investigation by any
governmental body relating to the Closing). 
You also agree to answer inquiries from Polypore regarding the Closing
to the best of your ability and consistent with your duty to act in the best
interests of Polypore.  In addition, you
agree, at Polypore’s request, to diligently review any documents regarding the
Closing before they are 


 


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executed, particularly all representations and warranties made by
Polypore about the business of Polypore, and, if requested by Polypore, certify
in writing as to whether you have any knowledge of any material misstatements
or omissions.


9.                                       Confidentiality.


Except as required by any court or
governmental entity, you agree not to disclose or discuss with any person
(including any employee of Polypore, or its successors) the existence or terms
of this Agreement and you agree not to disclose or discuss with any person for
a period of two years after the date hereof (regardless of any termination of
this Agreement), the terms or conditions of the Closing or the status of any
sale or merger discussions or negotiations involving any other entity;
provided, however, that (i) you are free to consult with any of Jerry Zucker,
Frank Nasisi, Lynn Amos, or Jay Tiedemann, as the case may be, (ii) with the
prior written approval of Polypore, you are free to disclose such matters to,
and discuss such matters with, any representatives of a prospective buyer of
the business, assets or securities of Polypore and its subsidiaries and (iii)
you are free to consult with your financial or legal counsel regarding your
rights under this Agreement, subject to such counsel’s prior agreement to the
same level of confidentiality set forth in this Agreement.


In addition, you agree that you
will not provide any confidential information (as defined below) to any third
party (including investors and financing sources) or other person in connection
with the Closing without the express prior written consent or approval of
Polypore, and you understand and agree that this obligation shall be considered
an obligation in addition to any other obligation(s) you have to protect
confidential information of Polypore.


For purposes of this Letter, the
term “confidential information” shall mean all information (whether or not
specifically labeled or identified as confidential) in any form or medium
(including digital media) that is disclosed to, or developed or learned by you
in the performance of your duties for Polypore and that relates to the
business, operations, finances, products, services, or research and development
for Polypore or its respective suppliers, customers or clients, including,
without limitation, (i) information relating to strategic and staffing plans
and practices, business, marketing, promotional or sales plans, practices and
programs, costs, pricing structures, and accounting practices; (ii) identities
of, individual requirements of, specific contractual arrangements with, and
information about, such suppliers, clients and customers and their confidential
information; (iii) compilations of data and analyses, processes, formulae,
methods, techniques, systems, research, records, reports, manuals,
documentation, models, data and data bases relating thereto; (iv) computer
software (including, without limitation, operating systems and applications),
documentation, data and data bases; and (v) inventions, designs, developments,
devices, methods and processes (whether or not patentable or reduced to
practice).


Confidential information shall not
include any information that has become publicly known through no wrongful act
or breach of obligation of confidentiality.


 


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10.                                 Validity.


If
any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


11.                                 Governing
Law.


This
Agreement shall be governed by and construed in accordance with the laws of the
State of South Carolina.


12.                                 Fees
and Expenses.


Polypore
shall pay all reasonable legal and accounting fees and related expenses
incurred by you in connection with the Agreement following a termination
without Cause or a Constructive Dismissal, including, without limitation, (a)
all such fees and expenses, if any, incurred in contesting any termination of
your employment by Polypore or (b) your seeking to obtain or enforce any right
or benefit provided by this Agreement, provided, however, that you shall be
required to repay any such amounts to Polypore to the extent that a court
issues a final order setting forth the determination that the position taken by
you was frivolous or advanced by you in bad faith.


13.                                 Counterparts.


This
Agreement may be signed in several counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


14.           Employment
Status.


Nothing
contained in this Agreement shall impair or interfere in any way with your
right to terminate employment or the right of Polypore to terminate your
employment with or without Cause. 
Nothing contained in this Agreement shall be construed as a contract of
employment between Polypore and you.


15.           Prior
Agreements.


As
a condition to your participation in the Severance Program described above, you
agree to waive any and all rights and claims in connection with any prior
severance agreement or Change in Control agreement.  If, however, a prior agreement that is still in force provides a
greater benefit to you under the circumstances described in this Agreement,
that greater benefit may be substituted in total, at your sole discretion, for
the benefits provided in Sections 2 and 6 above.


 


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If you are in agreement with the above and foregoing, please signify
your acceptance by signing and dating both copies of this Agreement in the
space provided below and returning one copy to Jay Tiedemann in a confidential
envelope no later than December 19, 2003.


	
  Very
  truly yours,

  
	
  POLYPORE,
  INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Jay Tiedemann

  
	
  Name:

  	
  Jay
  Tiedemann

  
	
  Title:

  	
  Vice
  President—Human Resources,

  
	
   

  	
  Risk
  Management, and Administration

  



Acknowledged and

Agreed to this 19 day

of December, 2003


	
  /s/ Stefan Geyler

  
	
  Signature

  



 


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