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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