Exhibit 10.1

[Pall Corporation Letterhead] 

July 9, 2013 

Ms. Ruby Chandy 
25 Harbor Park Drive

Port Washington, NY 11050 

     Re:     Letter Agreement Amendment 

Dear Ruby: 

As you know, Pall Corporation (the
“Company”) entered into a letter agreement with you dated March 13, 2012 (the
“Letter Agreement”) concerning the terms and conditions of your employment. The
Company is pleased to inform you that it would like to amend the Letter
Agreement to enhance and clarify your entitlement to severance. 

Accordingly, effective as of July 30,
2013: 

Paragraph 6 of the Letter Agreement is
amended in its entirety to read as follows: 

    
6. Termination of
Employment. In the event of an involuntary termination of your employment without
“Cause” or your resignation for “Good Reason” (each as defined below), the
Company will pay you severance in an amount equal to one time your annualized
base salary plus your target bonus amount for the fiscal year in which your
termination occurs (the “Salary Continuation Severance Amount”), in equal
installments on a ratable basis in accordance with the Company’s normal payroll
practices for a period of twelve (12) months, commencing immediately following
your termination of employment. Actual Executive Incentive Bonus for the year in
which you are involuntarily terminated without “Cause” pursuant to this Section
6 will be prorated, if applicable, in accordance with the Plan. 

In the event of an involuntary termination
of your employment without Cause or your resignation for Good Reason, upon or
within twelve (12) months following a Change in Control, in lieu of the amount
described above, the Company will pay you severance in an amount that is equal
to two times the Salary Continuation Severance Amount, in equal installments on
a ratable basis in accordance with the Company’s normal payroll practices for a
period of twenty-four (24) months, commencing immediately following your
termination of employment. 

In the event you voluntarily terminate
your employment without Good Reason as defined above or in the event of an
involuntary termination of your employment for Cause, no severance will be paid.









“Good Reason”,
for purposes of this Agreement, shall mean, unless you have consented to such
action in writing:

		(i)		a material diminution
      of your responsibilities, position and/or title;
		 
	          	(ii)	     	a relocation of your
      principal business location to an area outside a 25 mile radius of its
      then previous location and which requires that you commute an additional
      distance of at least 20 miles more than you were required to commute
      immediately prior to the relocation; or
		 
		(iii)		a material reduction
      in your base salary or bonus opportunities;


provided, however, that (i) Good Reason shall
not be deemed to exist unless written notice of termination on account thereof
is given by you to the Company no later than sixty (60) days after the time at
which the event or condition purportedly giving rise to Good Reason first occurs
or arises; and (ii) if there exists (without regard to this clause (ii)) an
event or condition that constitutes Good Reason, the Company shall have thirty
(30) days from the date notice of such a termination is given to cure such event
or condition and, if the Company does so, such event or condition shall not
constitute Good Reason hereunder. Your right to resign from employment for a
Good Reason event or condition shall be waived if you fail to resign within
sixty (60) days following the last day of the Company’s cure period. 

For purposes of
this Paragraph 6, the terms “Cause” and “Change in Control” shall have the
respective meanings assigned such terms under the Pall Corporation 2012 Stock
Compensation Plan, or its successor.

The payments
and benefits under this Paragraph 6 are subject to the condition that you have
delivered to the Company an executed copy of a general release and a restrictive
covenant agreement substantially in the form attached hereto as Exhibit A (with
such changes as the Company may adopt for senior executives from time to time or
as may be required under applicable law) and such release has become
irrevocable. Notwithstanding any provision of the Agreement to the contrary, no
installment of severance shall be paid prior to the sixtieth (60th)
day following the date of your termination and any installments that otherwise
would have been paid during such sixty day period shall be paid in a lump sum on
the sixtieth (60th) day following your termination.

Subparagraph I is added to Paragraph 7 of
the Letter Agreement to read as follows: 

     I. This Agreement is intended to comply with the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”) or an exemption thereto and shall in all respects be administered and
interpreted in accordance with Section 409A. Notwithstanding anything in the
Agreement to the contrary, distributions upon termination of employment that are
subject to Section 409A may only be made upon a separation from service (as
determined under Section 409A). Each installment of any payments and benefits
provided to you under this Agreement that would be considered to be deferred
compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)(1))
will be treated as a separate “payment” for purposes of Section 409A. All
reimbursements and in-kind benefits provided under this Agreement shall be made
or provided in accordance with the requirements of Section 409A. In the event
you and the Company determine that the terms of this Agreement do not comply
with Section 409A, we will negotiate reasonably and in good faith to amend the
terms of this Agreement such that it complies (in a manner that attempts to
minimize the economic impact of such amendment on you and the Company) within
the time period permitted by Section 409A. In no event shall the Company be
required to pay you any gross-up or other payment with respect to any taxes or
penalties imposed under Section 409A with respect to any benefit paid to you
hereunder. 

2







If you are a “specified employee” (as such
term is defined in Section 409A) at the time of your separation from service,
any payments under this Agreement that are subject to Section 409A and to which
you would otherwise be entitled during the first six months following your
“separation from service” and which are payable as a result of such “separation
from service” shall be deferred and accumulated for a period of six months and
paid in a lump sum on the first day of the seventh month following such
separation from service (or, if earlier, the date of your death) (the “Delayed
Payment Date”). On the Delayed Payment Date, there shall be paid to you (or if
you have died, to your Successor defined below), in a single cash lump sum, an
amount equal to the aggregate amount of all payments delayed pursuant to the
preceding sentence. For purposes of the foregoing your
“Successor” shall mean such payee or payees as you shall at any time designate by
written notice to the Company or in your last will and testament or, if no such
designation is made, then to the legal representatives of your
estate. 

In addition, you agree and acknowledge
that the “Restrictive Covenant Period” and/or the “Non-Competition Period” in
any Restrictive Covenant Agreement or Pall Corporation Employee Agreement
(collectively the “RS Agreements”) you will sign or you have signed will in no
event end prior to the date you stop receiving severance payments under this or
the Letter Agreement, notwithstanding any language in the RS Agreements to the
contrary. 

Except as specifically provided herein to
the contrary, the Letter Agreement will continue in full force and effect.




	PALL
      CORPORATION
	 
	       /s/ Roya Behnia
	By: Roya Behnia
	 	
	Date:  	7/23/2013
	 
	 
	       /s/ Linda Villa
	By: Linda Villa
	 	
	Date:	7/23/2013
	 
	 
	AGREED AND
      ACCEPTED    
	 
	       /s/ Ruby
      Chandy
	RUBY
  CHANDY
	 	
	Date: 	7/18/2013


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