EX-10.5



 








OPTION AGREEMENT




          Polypore International, Inc., a Delaware corporation (the “Company”), pursuant to its
2006 Stock Option Plan (the “Plan”), hereby grants to the Holder Annual Performance Vested
Options and Cumulative Performance Vested Options to purchase the number of shares of Stock set
forth below. The Annual Performance Vested Options and Cumulative Performance Vested Options
(collectively, the “Performance Vested Options”), as well as any Prior Options (the Prior
Options and the Performance Vested Options are sometimes collectively referred to hereafter as the
“Options”) are subject to all of the terms and conditions set forth in this option
agreement (this “Option Agreement”) as well as all of the terms and conditions of the Plan,
all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined
herein shall have the same meaning as set forth in the Plan.




	 	 	 	 	 	 	 
	Holder:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Date of Grant:

	 	June 15, 2006	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Number of Shares Subject to
Annual Performance Vested
Options:
	 	 
	 	1	 	 
	 
	 	 	 	 	 	 
	Number of Shares Subject to
Cumulative Performance Vested
Options:
	 	 
	 	2	 	 
	 
	 	 	 	 	 	 
	Exercise Price of
Performance Vested Options:

	 	$772.46	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Expiration Date of
Performance Vested Options:

	 	June 15, 2016	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Vesting Schedule:
	 	 	 	 	 	 






	 	 	 	 	 
	 

	 	Annual Performance

Vested Options:
	 	Annual Performance Vested Options shall vest in accordance
with Section 5(f)(ii)(1) and (3) of the Plan.
	 
	 	 	 	 
	 

	 	Cumulative Performance

Vested Options:
	 	Cumulative Performance Vested Options shall vest in
accordance with Section 5(f)(ii)(2) and (3) of the Plan.








 




			
	1	 	Insert number of shares representing 50% of the
total grant size.
	 
	2	 	Insert number of shares representing 50% of the
total grant size.




 









 










	 	 	 
	Prior Options:

	 	As a condition of the grant of Annual Performance Vested
Options and Cumulative Performance Vested Options under
this Option Agreement, Holder and Company hereby
acknowledge and agree that, as of the Effective Date, (i)
all Prior Unvested Options granted to Holder, if any,
shall be deemed cancelled, and of no further force or
effect; and (ii) all Prior Vested Options previously
granted to Holder, if any, shall no longer be subject to
the terms and conditions of the Company’s 2004 Stock
Option Plan or, except as provided in the next sentence,
the option agreement entered into in connection therewith,
and shall instead be deemed “Options” for all purposes
under the Plan and under this Option Agreement and be
subject to the terms and conditions contained in each.
This paragraph shall have no effect as to the number of
shares of Stock subject to, and the exercise price and
Expiration Date applicable to, any Prior Vested Option
granted to Holder, subject to any subsequent adjustment
applicable to all Options as permitted under the Plan.
	 
	 	 
	Exercise of Options:

	 	To exercise a vested Option in whole or in part, the
Holder (or his or her authorized representative) must give
written notice to the Committee, stating the number of
shares of Stock with respect to which he or she intends to
exercise the Options. The Company will issue the shares
of Stock with respect to which the Options are exercised
upon payment of the shares of Stock acquired in accordance
with Section 5(e) of the Plan, which Section 5(e) is
incorporated herein by reference and made a part hereof.


Upon exercise of Options, the Holder will be required to
satisfy applicable withholding tax obligations as provided
in Section 13 of the Plan.

	 
	 	 
	Termination of
Employment or Service:

	 	Section 5(h) of the Plan regarding treatment of Options
upon termination of the Holder’s employment or service is
incorporated herein by reference and made a part hereof.
	 
	 	 
	Restrictions on Stock:

	 	Section 6 of the Plan regarding restrictions on Stock
acquired upon exercise of an Option is incorporated herein
by reference and made a part hereof.
	 
	 	 
	Repurchase Rights:

	 	Section 7 of the Plan regarding the Repurchase Rights is
incorporated herein by reference and made a part hereof.






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	Additional Terms:

	 	Options shall be subject to the following additional terms:







	 	•	 	Options shall be exercisable in whole shares of
Stock only.
	 
	 	•	 	Each Option shall cease to be exercisable as to
any share of Stock when the Holder purchases the share of
Stock or when the Option otherwise expires.
	 
	 	•	 	This Option Agreement does not confer upon the
Holder any right to continue as an employee or service
provider of the Company, the Employer or any of their
respective Affiliates.
	 
	 	•	 	This Option Agreement shall be construed and
interpreted in accordance with the laws of the State of
Delaware, without regard to the principles of conflicts of
law thereof.
	 
	 	•	 	This Option Agreement shall constitute written
notice to the Holder that the Committee has consented, and
the Holder is permitted, to transfer the Options, or the
Stock acquired upon the exercise of the Options, for
legitimate estate planning -purposes, including any
transfer by the Holder of all or any portion of his or her
shares of Stock or Options (i) to or for the benefit of
any spouse, child or grandchild of the Holder, or (ii) to
a trust or partnership for the benefit of any of the
foregoing, including transfers by will or the laws of
descent and distribution.





	 	 	 
	Representations and
Warranties of

	 	Holder hereby represents and warrants to the Company
that:
	Holder:
	 	 







	 	•	 	Holder understands that the Stock has not been
registered under the Securities Act, nor qualified under
any state securities laws, and that it is being offered
and sold pursuant to an exemption from such registration
and qualification based in part upon such Holder’s
representations contained herein;
	 
	 	•	 	Holder has been informed that the shares of Stock
are restricted securities under the Securities Act and may
not be resold or transferred unless the shares of Stock
are first registered under the Federal -securities laws or
unless an exemption from such registration is available;
and
	 
	 	•	 	Holder is prepared to hold the shares of Stock for
an indefinite period and that Holder is aware that




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	 	 	 	Rule
144 as promulgated under the Securities Act, which exempts
certain resales of restricted securities, is not presently
available to exempt the resale of the shares of Stock from
the registration requirements of the Securities Act.




THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT
OF OPTIONS UNDER THIS OPTION AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THE OPTION
AGREEMENT AND THE PLAN. UPON EXECUTION BY THE HOLDER, THE COMPANY, ON BEHALF OF ITSELF AND ITS
AFFILIATES AND THE COMMITTEE, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS OPTION AGREEMENT AND THE
PLAN.




	 	 	 	 	 	 	 	 	 
	POLYPORE INTERNATIONAL, INC.	 	 	 	HOLDER	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Signature
	 	 
	 	 

Signature
	 	 






	 	 	 	 	 	 	 	 	 	 	 
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