EX-10.2



 







AGREEMENT AND RELEASE




     WHEREAS, Brad Reed (hereinafter referred to as “Employee”), worked for Celgard, LLC; and
WHEREAS, Employee’s employment with Celgard, LLC has been terminated as of April 17, 2006;



     WHEREAS, to resolve any dispute which may exist between Employee and Celgard, LLC, as to the
circumstances surrounding Employee’s employment with, or termination from, Employer; and



     WHEREAS, Employee and Celgard, LLC, its subsidiaries, its parent companies, affiliated
corporations, officers, directors, employees, agents, successors and assigns, and each of them
(hereafter referred to collectively as “Employer”) desire to resolve any such dispute and to that
end are willing to make mutual concessions in order that the differences which may exist between
them be now and forever settled.



     IT IS THEREFORE AGREED that in consideration of the promises of Employer hereinafter set
forth, which Employee acknowledged that he is otherwise not entitled to receive, Employee agrees to
the following:




	 	(1)	 	Employee, for himself, his heirs, executors, administrators and assigns,
releases and forever discharges Employer, from all matter of claims, actions, causes of
action, suits, judgments, rights, demands, wages, debts, attorneys fees, damages, or
accountings of whatever nature, legal, equitable, or administrative.
	 
	 	(2)	 	Employee specifically understands and agrees that his signature on this
document releases any and all claims that Employee may have against Employer, including
claims arising from or by reason of his employment with or termination from Employer,
including claims concerning the termination of his insurance benefits. This release
specifically includes, but is not limited to, claims pursuant to Title VII of the Civil
Rights Act of 1964, (“Title VII”), the Age Discrimination in Employment Act (ADEA), 29
U.S.C. 621 et seq., the Employee Retirement Income Security Act (ERISA), 29 U.S.C. 1001
et seq., or any other state or federal law, including but not limited to, any claims of
discrimination, retaliation, infliction of emotional distress, outrage, wrongful
termination, whistle-blowing, public policy, promissory estoppel, claims or demands
arising under either express or implied contract, breach of contract, tort, the common
law, or any federal, state, or local statute, ordinance, regulation or constitutional
provision or other liabilities, suits, debts, claims for back pay, front pay,
compensatory or punitive damages, costs, reinstatement, attorneys’ fees, bonuses, known
or unknown, contingent or otherwise, whether specifically mentioned or not, that the
parties now have or have had or which may exist or which might be claimed to exist at
or prior to the date of this Agreement. This Agreement is not intended to waive any
rights that may arise after the execution of this Agreement.





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	 	(3)	 	A. Employee will keep this Agreement and the terms herein confidential and,
except as otherwise required by law, not discuss it with anyone except immediate
family, legal counsel, accountants, financial advisors, or a government taxing
authority; provided, however, that before disclosing any such information to any such
person or entity, Employee shall advise such person or entity that the terms of this
Agreement are confidential, and further that the disclosure of such terms is prohibited
except under the conditions contained in this paragraph.
	 
	 	 	 	B. Employee acknowledges that any intellectual property developed by him during the
term of his employment by Employer was a work made for hire and any rights he had to
such work belong exclusively to Employer. Employee acknowledges that he is not
entitled to receive any ongoing royalties, license fees or other payments related to
any such property. Employee agrees to reasonably cooperate (at no additional charge
so long as the time commitment required is less than 20 hours in total) with
Employer to prosecute any patents or otherwise protect any intellectual property
resulting from Employee’s efforts during his tenure with Employer.
	 
	 	(4)	 	It is expressly recognized and acknowledged by Employee that (i) Employer has
developed and established a valuable and extensive trade in the merchandise and product
services it provides on a global scale; (ii) that Employer’s business connections and
customers have been established and maintained at great expense and are of great value
to Employer; (iii) by virtue of Employee’s employment, Employee has become personally
acquainted with its customers, its merchandise, product services, designs,
manufacturing and trade of Employer; and (iv) that Employer will suffer great loss and
damage if, following Employee’s employment, Employee should, whether directly or
indirectly on his behalf, or on behalf of any other person, firm, corporation, or
entity, engage in or assist in engaging in the business of merchandising, providing
services, designing, manufacturing and products of those offered and/or sold by
Employer.






	 	A.	 	Accordingly, Employee agrees that for a period of one (1) year
from the date of his termination, Employee shall not, directly or indirectly,
on Employee’s own behalf or on behalf of any other person, firm, corporation
(including parent and subsidiary corporations), or entity (whether as an
employee, agent, partner, shareholder, investor, director, consultant, or in
any other capacity):






	 	(1)	 	Solicit, or attempt to solicit, divert or take
away any of Employer’s clients, customers, accounts; or
	 
	 	(2)	 	Compete against Employer directly or indirectly
or render like or similar products and merchandise as those which
Employer currently offers, within the following geographical areas:






	 	(i)	 	the United States;




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	 	(ii)	 	Japan;
	 
	 	(iii)	 	China;
	 
	 	(iv)	 	Taiwan;
	 
	 	(v)	 	Korea;
	 
	 	(vi)	 	Holland;
	 
	 	(vii)	 	Germany;
	 
	 	(viii)	 	Great Britain;
	 
	 	(ix)	 	Canada;
	 
	 	(x)	 	North Carolina; and
	 
	 	(xi)	 	a fifty (50) mile radius of
Employee’s place of primary employment.






	 	(3)	 	Accept employment or work indirectly for a
company involved in competitive activity, including but not limited to,






	 	(i)	 	Tonen Chemical;
	 
	 	(ii)	 	Asahi Kasei;
	 
	 	(iii)	 	Ube;
	 
	 	(iv)	 	Entek;
	 
	 	(v)	 	DSM;
	 
	 	(vi)	 	Mitsui;
	 
	 	(vii)	 	SK Corp.;
	 
	 	(viii)	 	Nitto Denko; and
	 
	 	(ix)	 	Degussa-Creavis.






	 	 	 	For the purposes of this Agreement, clients, customers, or accounts refers
to the following:






	 	(a)	 	Any client, customer, or account serviced by
Employer during the twelve (12) month period prior to the effective
date of termination;






	 	 	 	and






	 	(b)	 	Any client, customer, or account serviced who
was introduced to the Employee by Employer or an employee of Employee
during the twelve (12) month period prior to the effective date of
termination.






	 	 	 	Employee acknowledges the reasonableness of the geographic scope and time
limitations set forth above and further agrees and acknowledges that the
geographic scope and time limitations are necessary to adequately protect
the rights and expectations of the Employer given Employer’s global reach
and nature of its business, and Employee’s experience and position on behalf
of Employer.




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	 	B.	 	Employee further agrees that for a period of two (2) years
following the date of his termination with Employer, he will not solicit or in
any manner encourage employees to leave the employ of Employer. Employee
further agrees that during such two (2) year period, he will not offer or cause
to be offered employment to any person who is employed by Employer, and was
employed by Employer at any time during the twelve (12) months immediately
prior to the termination of Employee’s employment with Employer without its
written consent.
	 
	 	C.	 	In the event of a violation by Employee of any one or more of
the covenants contained in this section, it is agreed that the term of each
such covenant violated shall be automatically extended for one (1) year from
the date on which Employee permanently ceased such violation or for a period of
(1) year from the date of the entry in a court of competent jurisdiction of a
final order or judgment enforcing such covenant, whichever is later.
	 
	 	D.	 	It is understood by and between Employee and Employer that the
foregoing restrictive covenants set forth in this section are essential
elements of this Agreement and that but for the agreement of Employee to comply
with such covenants, Employer would not have entered into this severance
agreement.
	 
	 	E.	 	Employee acknowledges and agrees that a breach of this section,
Section (4), of this Agreement by Employee will cause serious and irreparable
damage to Employer that will be difficult to quantify and for which monetary
damages alone will not be adequate. Accordingly, Employee agrees that in the
event he breaches or threatens to breach any of the provisions contained in
this section of this Agreement, Employer shall be entitled to temporary and/or
permanent injunctive relief without the need for posting a bond. Employee
waives the defense in any judicial proceeding that there is an adequate remedy
at law for any such breach. The parties agree that this section of this
Agreement shall be governed by and construed in accordance with the laws of the
state of North Carolina and further agree that any litigation initiated under
the provision of the Agreement shall be brought and litigated in the state or
federal courts of North Carolina. Accordingly, Employer consents to personal
jurisdiction in the state and federal courts of North Carolina. Nothing in
this Agreement shall be construed to prohibit Employer from pursuing any other
legal or equitable remedy.





     IT IS FURTHER AGREED that in consideration of the promises of Employee set forth above, the
Employer will do the following:




	 	(5)	 	Employer will pay the Employee a lump sum of $19,548.10 for all his unused and
accrued vacation. In addition, Employer will pay the Employee $152,475 of




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	 	 	 	severance pay. Severance wages and vacation pay will be subject to all applicable
tax withholding requirements. Employee will receive this severance pay in 19
biweekly installments of $7,819.24, and one final installment of $3,909.44.
Severance payments will begin on the nearest pay date after the Employee fully
executes this Agreement and only after the seven (7) day revocation period set forth
below has expired.






	 	(6)	 	Under COBRA, Employee and any covered family member will be offered
continuation coverage under Employer’s group health plan that covered Employee and his
dependents at the time of his separation from employment. Provided that Employee
elects to exercise his rights to COBRA continuation coverage under the group health
plan at the current levels, and further provided that Employee complies with the terms
of this Agreement, Employee will agree to pay an amount toward the cost of his COBRA
continuation coverage equal to the amount that he had been contributing for his monthly
group health coverage as of the date of his termination of employment, through and
until the earlier of the date on which Employee ceases to comply with this Agreement,
the date that the Company terminates the health insurance plan for its other employees,
or through April 17, 2007 following the full execution of this Agreement and upon such
time as it becomes binding. Under no circumstances, however, will Employer waive the
premiums due for COBRA continuation coverage individually elected by Employee’s spouse
or his current or former dependents. Employee acknowledges that all COBRA premiums
paid by the Company under this Agreement may constitute taxable income for him in the
year that they are paid. Employee agrees that he will be solely responsible for all
state and federal income taxes that are due as a result of any such payments.
	 
	 	(7)	 	Employer agrees to provide Employee with six (6) months outplacement services
with a placement firm of its choosing. The six (6) months will commence from the date
of the first meeting.
	 
	 	(8)	 	Employer agrees that it will not contest your application for unemployment
based on this Agreement.
	 
	 	(9)	 	Employee currently enjoys the use of an automobile provided by Employer.
Employer will transfer title to this automobile to Employee. Employee will be
responsible for any tax liability associated with this transfer and for maintaining
appropriate insurance on the vehicle after the transfer.
	 
	 	(10)	 	Except as expressly set forth above, and except for the vested amounts in any
applicable employee benefit plan as it presently exists, if any, and any appreciation
thereto, Employee will cease to be a participant in and no longer have any coverage or
entitlement to benefits or contributions under any of Employer’s employee benefits
plans as of the date of his termination. Employee acknowledges that he is not entitled
to receive any “bonus” or similar





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	 	 	 	supplemental payment from the Employer, other than amounts expressly spelled out in
this Agreement.





     IT IS FURTHERMORE AGREED that in consideration of the promises made by and to the Employee and
the Employer, the parties mutually agree that:




	 	(11)	 	This Agreement may be used in a subsequent proceeding in which either of the
parties alleges a breach of this Agreement.
	 
	 	(12)	 	If a specific clause of this Agreement is found to be illegal under either
federal or state law, the remainder of the Agreement, including but not limited to,
Employee’s release of claims, is not affected by such ruling and shall remain in force.
With respect to any provision or covenant of Section (4)A-(4)E finally determined by a
court of competent jurisdiction to be unenforceable, Employee, and Employer hereby
agree that such court shall have jurisdiction to reform such provision or covenant so
that it is enforceable to the maximum extent permitted by law, and the parties agree to
abide by such court’s determination. If any of the provisions or covenants of Section
(4)A-(4)E are determined to be wholly or partially unenforceable in any jurisdiction,
such determination shall not be a bar to or in any way diminish the rights of Employer,
as applicable, to enforce any such provision or covenant in any other jurisdiction.
	 
	 	(13)	 	This Agreement does not constitute an admission by Employer of a violation of
any state, federal, or local law.
	 
	 	(14)	 	This Agreement contains the entire and only agreement between Employer and the
Employee. Any oral or written promises or assurances not contained in this Agreement
are waived, abandoned, withdrawn, and without legal effect.
	 
	 	(15)	 	The language of all parts of this Agreement shall be construed as a whole and
according to its fair meaning, and not strictly for or against either party. It is
expressly understood and agreed that any rule requiring construction of this Agreement
against its drafter shall not be applied in this ease.
	 
	 	(16)	 	Employee agrees not to make disparaging remarks about Employer, its employees,
or products regardless of the truthfulness or falsity of such remarks.
	 
	 	(17)	 	Employee’s Family Trust currently holds certain ownership units and stock
options in the Employer and/or its parent companies. As part of this Agreement,
Employer agrees to acquire, and the Employee agrees sell, and to cause his Family Trust
to sell, all of the Employee’s and his Family Trust’s equity ownership in the Employer,
including all vested and unvested stock options, and all of Employee’s and his Family
Trust’s ownership interest in PP Holdings LLC. Employee agrees to execute, and to
cause his Family Trust to execute the attached Assignment of LLC Interest and Stock
Options. Employee acknowledges that he has had an adequate opportunity to review the
relevant financial information




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	 	 	 	regarding the value of his ownership interest and options. Employee acknowledges
that the information available to him was adequate to assess the fair market value
of these interests and that the price to be paid for these units and options
adequately reflects their Fair Market Value.





     ADDITIONALLY, Employer advises Employee to discuss the terms of this Agreement prior to
signing it with legal counsel of his choosing. Employee has up to a maximum of 21 consecutive
calendar days from the date he was provided a copy of this Agreement to consider the terms.
Employee acknowledges that he may sign this Agreement at any time within the 21 consecutive
calendar days from his receipt of this Agreement. Employee acknowledges that he has a period of
seven (7) calendar days following his signing of this Agreement to revoke it. Any such revocation
of the Agreement must be in writing, signed by him, and delivered to John O’Malley within the seven
(7) day period. Any revocation hereunder shall not affect Employee’s termination of employment.
This Agreement will not take effect until the seven (7) day revocation period has expired and as
such no payment shall be made under provisions or covenants (5), (6), and (8) until the Agreement
becomes final and binding upon the parties.



     By signing below, Employee is certifying that he has been given the opportunity to discuss the
terms of this Agreement with legal counsel or other advisor, that the Employee had adequate time
for such consultation, that Employee fully understands the Agreement including its final and
binding effect, and that Employee fully and voluntarily agrees to its terms.



     IN WITNESS WHEREOF, we have hereunto set our hand and seal on this 18th day of April, 2006.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Bradley W. Reed	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(EMPLOYEE)	 	 
	 
	 	 	 	 	 	 	 	 
	SWORN TO before me this 18
	 	 	 	 	 	 	 	 
	day of April, 2006
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public for North Carolina
	 	 	 	 	 	 	 	 
	My Commission Expires: 6-16-08
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(EMPLOYER)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John J. O’Malley	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	SVPHR	 	 







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Assignment of LLC Interest




and Stock Options




     In consideration for the payment of US$108,706.50:




	 	(i)	 	Brad Reed and the Bradley W. Reed Family Trust (the “Trust”) hereby assign to
PP Holdings LLC all of their right, title and interest in and to 150 Class A Units in
PP Holdings LLC (the “LLC”); and
	 
	 	(ii)	 	Brad Reed and the Trust hereby assign to Polypore International, Inc. all of
their right, title and interest in and to all vested and unvested stock options to
acquire shares in Polypore International, Inc. (“Parent”), under Parent’s 2004
Stock Option Plan.





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	/s/ Bradley W. Reed	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Bradley W. Reed, as trustee for the	 	 
	 

	 	 	 	Bradley W. Reed Family Trust	 	 
	 
	 	 	 	 	 	 
	/s/ Bradley W. Reed
 


	 	 	 	 	 	 
	Mr. Brad Reed, Individually
	 	 	 	 	 	 
	Date: April 18, 2006