Exhibit 10.8


 


AMENDMENT TO

EMPLOYMENT AGREEMENT


 


This Amendment (this “Amendment”) to the Employment Agreement
(the “Employment Agreement”), dated April 28, 2008, by and
between Polypore International, Inc. (the “Company”), and
Robert B. Toth (the “Executive”) is entered into as of this December 18,
2008, to be effective as of the date hereof.


 


WHEREAS, the Company and the Executive are parties to the Employment
Agreement; and


 


WHEREAS, each of the Company and the Executive wishes to amend the
Employment Agreement in order to comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended.


 


NOW, THEREFORE, the Employment Agreement is hereby amended as follows
(with terms not otherwise defined in this Amendment having the same meaning as
set forth in the Employment Agreement):


 


1.             The
last sentence of Section 4 is hereby replaced in its entirety to read as
follows:


 


“Each Annual Bonus, to the extent earned with respect to a given fiscal
year, shall be paid to Executive no later than March 15 of the year after
the year to which such Annual Bonus relates.”


 


2.             Section 8(b)(ii)(B) is
hereby amended in its entirety to read as follows:


 


“Any unpaid Annual Bonus in respect of any completed fiscal year which
has ended prior to the date of such termination, which amount shall be paid at
the same time such Annual Bonus would have been paid pursuant to Section 4
of this Agreement had such termination not occurred;”


 


3.             Section 8(c)(ii)(D) is
hereby amended in its entirety to read as follows:


 


“Continuation of medical benefits for Executive (as applicable) and his
covered dependents, at the same cost paid by Executive (and his dependents, as
applicable) immediately prior to the date of such termination, with the
Company-provided portion of any applicable insurance premium to be paid
directly to the medical insurance carrier on a monthly basis, until the earlier
of (x) the twenty-four (24) month anniversary of the date of such
termination and (y) the date Executive and/or his dependents elect to cease
continuation of such benefits.”


 


4.             Section 8(c)(ii)(B) is
hereby amended in its entirety to read as follows:


 


“Any unpaid Annual Bonus in respect of any completed fiscal year which
has ended prior to the date of such termination, which amount shall be paid at
the same time such 


 

















 


Annual Bonus would have been paid pursuant to Section 4 of this
Agreement had such termination not occurred;”


 


5.             Section 8(c)(ii)(D) is
hereby amended by inserting the following immediately after the last word
thereof:


 


“, such continuation to be provided during such period either on an
in-kind basis by means of direct payments by the Company to the person
providing such benefits to the Executive or by means of reimbursement payments
to the Executive, in either case pursuant to the payment or reimbursement
schedule relating to such benefits applicable upon such termination of
Executive’s employment”


 


6.             Section 8(d) is
hereby amended by inserting the following immediately after the last word
thereof:


 


“, payable at the same time such Annual Bonus would have been paid
pursuant to Section 4 of this Agreement had such termination not occurred”


 


7.             Section 13
is hereby added to Employment Agreement and shall read as follows:


 


“13.  Section 409A
Compliance.


 


a. Benefits Continuation.  To the extent that (i) this Agreement
provides for continuation of medical, dental, and/or hospitalization benefits
following Executive’s termination of employment, (ii) such benefits are
provided to Executive through a Company self-insured arrangement, and (iii) Executive
qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of
the Internal Revenue Code of 1986, as amended (the “Code”)), (x) such
continuation of benefits shall be provided on a fully taxable basis, based on
100% of the monthly premium cost of participation in the self-insured plan less
any portion required to paid by Executive (the “Taxable Cost”), and, as such,
Executive’s W-2 shall include the after-tax value of the Taxable Cost for each
month during the applicable benefit continuation period, and (y) on the
last payroll date of each calendar year during which any health benefits are
provided pursuant to this Agreement, Executive shall receive an additional
payment, such that, after payment by the Executive of all federal, state,
local, and employment taxes imposed on Executive as a result of the inclusion
of the portion of the Taxable Cost in income during such calendar year,
Executive retains (or has had paid to the Internal Revenue Service on his behalf)
an amount equal to such taxes as Executive is required to pay as a result of
the inclusion of the Taxable Cost in income during such calendar year.


 


b. Payments in Installments.  To the extent that this Agreement provides
for any payments of nonqualified deferred compensation (within the meaning of Section 409A
of the Code) to be made in installments (including, without limitation, any
severance payments), each such installment shall be deemed to be a separate
payment for purposes of Section 409A of the Code.


 


2

















 


c. Reimbursements; In-Kind Benefits.
To the extent that any right to reimbursement of expenses or payment of any
in-kind benefit under this Agreement constitutes nonqualified deferred
compensation (within the meaning of Section 409A of the Code), (i) any
such expense reimbursement shall be made by the Company no later than the last
day of the taxable year following the taxable year in which such expense was
incurred by Executive, (ii) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit, and (iii) the
amount of expenses eligible for reimbursement or in-kind benefits provided
during any taxable year shall not affect the expenses eligible for
reimbursement or in-kind benefits to be provided in any other taxable year;
provided that the foregoing clause shall not be violated with regard to
expenses reimbursed under any arrangement covered by Section 105(b) of
the Code solely because such expenses are subject to a limit related to the
period the arrangement is in effect.


 


d. Payments Upon Termination of Employment.  With respect to payments of nonqualified
deferred compensation payable upon a termination of employment pursuant to the
terms of Section 8(b), (c), and (d) of this Agreement, each reference
to a termination of Executive’s employment in such sub-section (and each such
reference elsewhere in the Agreement that cross-refers to any such sub-section)
shall be deemed to refer to Executive’s “separation from service” as defined in
Treas. Reg. § 1.409A-1(h).


 


e. Delay of Certain Payments for Specified
Employees.  Notwithstanding anything
herein to the contrary, any payment of nonqualified deferred compensation
(within the meaning of Section 409A of the Code) that is otherwise
required to be made to the Executive hereunder upon Executive’s separation from
service shall be delayed for such period of time as may be necessary to meet
the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay
Period”).  On the first business day
following the expiration of the Delay Period, Executive shall be paid, in a
single cash lump sum, an amount equal to the aggregate amount of all payments
delayed pursuant to the preceding sentence, and any remaining payments not so
delayed shall continue to be paid pursuant to the payment schedule set forth
herein.”


 


*              *              *


 


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.


 


 


	
  POLYPORE
  INTERNATIONAL, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Michael
  Graff

  	
   

  
	
  Name:
  Michael Graff

  	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  ROBERT B.
  TOTH

  
	
   

  
	
   

  
	
  /s/ Robert B. Toth

  	
   

  



 


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