PALL CORP
EMPLOYMENT AGREEMENT
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<TYPE>EX-10.3(A)
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

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                                                               EXHIBIT 10.3(a)


                              EMPLOYMENT AGREEMENT


AGREEMENT made as of 7 June 2000 between PALL EUROPE LIMITED, Europa House,
Havant Street, Portsmouth PO1 3PD, (the "Company") and Neil MacDonald of 24
Havant Road, Horndean, Hants PO8 0DT (the "Executive").

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth,
the parties hereto agree as follows:

ss.1.    EMPLOYMENT AND TERM

         The Company hereby employs Executive, and Executive hereby agrees to
         serve, as an Executive employee of the Company with the duties set
         forth in ss.3, for a term (hereinafter called the "Term of Employment")
         beginning from the date first mentioned above and ending, unless sooner
         terminated under ss.5, on the effective date specified in a notice of
         termination given by either party to the other except that such
         effective date shall not be earlier than the second anniversary of the
         date on which such notice is given.

ss.2.    GENERAL

         There shall be deemed to form part of the terms and conditions of this
         Agreement the Terms and Conditions of Employment for Monthly Paid Staff
         (as amended from time to time) and the terms of the Company's Technical
         Patent and Confidentiality Agreement, copies of which the executive
         acknowledges having received PROVIDED ALWAYS that in the event of
         conflict between any part of those terms and this Agreement the terms
         and conditions of this Agreement shall prevail.

ss.3.    DUTIES

(a)      Executive agrees that during the Term of Employment he will hold such
         offices or positions with the Company, and perform such duties and
         assignments relating to the business of the Company, as the Board of
         Directors, the Managing Director of the Company or the Chief Executive
         Officer of Pall Corporation shall direct except that Executive shall
         not be required to hold any office or position or to perform any duties
         or assignment inconsistent with his experience and qualifications or
         not customarily performed by a corporate officer. The Company
         represents to Executive that the Board of Directors (acting by its
         Compensation Committee) has authorized the making of this Agreement and
         expressed its present intention that during the Term of Employment
         Executive will be an elected officer of the Company. The failure of any
         future Board of Directors to elect Executive as an officer of the
         Company shall not, however, be deemed to relieve either party hereto of
         any of his or its obligations under this Agreement.
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(b)      If the Board of Directors or the Chief Executive Officer of the Company
         so directs, Executive shall serve as an officer of one or more
         subsidiary or associated companies of the Company (provided that the
         duties of such office are not inconsistent with Executive's experience
         and qualifications and are duties customarily performed by a corporate
         officer) and part or all of the compensation to which Executive is
         entitled hereunder may be paid by such subsidiary or subsidiaries.
         However, such employment and/or payment of Executive by a subsidiary or
         subsidiaries shall not relieve the Company from any of its obligations
         under this Agreement except to the extent of payments actually made to
         Executive by a subsidiary.

(c)      During the Term of Employment Executive shall, except during customary
         holiday periods and periods of illness, devote substantially all of his
         business time and attention to the performance of his duties hereunder
         and to the business and affairs of the Company and its subsidiary and
         associated companies and to promoting the best interests of the Company
         and its subsidiary and associated companies and he shall not, either
         during or outside of such normal business hours, engage in any activity
         inimical to such best interests.

ss.4.    SALARY AND OTHER BENEFITS

(a)      Base Salary

         THE Company or a subsidiary or associated company of the Company shall
         pay to the executive during the continuance of his employment hereunder
         a salary at the annual rate set out in the Schedule hereto (or such
         rate as may from time to time be agreed or determined upon and notified
         by the Company to the Executive). In the event of any alteration of
         salary being so agreed or notified the alteration shall thereafter have
         effect as if it were specifically provided for as a term of this
         Agreement. Such salary shall be inclusive of any other sums receivable
         as Director's fees or other remuneration from the Company or any of its
         subsidiary or associated companies. The said salary shall be payable by
         equal monthly payments in arrear by the last day of each month.

(b)      Bonus Compensation

         (i) Formula Bonus Compensation. With respect to each fiscal year of the
         Company falling in whole or in part within the Term of Employment
         beginning with the fiscal year in which the Term Commencement Date
         occurs, Executive shall be entitled to a bonus (in addition to his Base
         Salary) in such amount and computed in such manner as shall be
         determined by the Board of Directors but in no event shall the bonus
         payable to Executive under this ss.4(b) be less than an amount computed
         by applying to the fiscal year in question the following bonus formula:

         "Formula Bonus Compensation" means the amount, if any, payable to
         Executive under this ss.4(b)(i) and "Bonus Compensation" means the
         total amount payable under ss.4(b)(i) and ss.4(b)(ii).

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         "Average Equity" means the average of stockholders' equity as shown on
         the fiscal year-end consolidated balance sheet of Pall Corporation as
         of the end of the fiscal year with respect to which Formula Bonus
         Compensation is being computed hereunder and as of the end of the
         immediately preceding fiscal year (e.g., "Average Equity" to be used in
         computing Bonus Compensation for the fiscal year ending July 31, 2000
         will be the average of stockholders' equity as of August 1, 1999 and
         July 31, 2000) except that the amount shown as the "equity adjustment
         from foreign currency translation" on each such consolidated balance
         sheet shall be disregarded and the amount of $3,744,000 shall be the
         equity adjustment (increase) from foreign currency translation used to
         determine stockholders' equity at each such year-end balance sheet
         date.

         "Net Earnings" means the after-tax consolidated net earnings of Pall
         Corporation and its subsidiaries as certified by its independent
         accountants for inclusion in the annual report to stockholders.

         "Return on Equity" means Net Earnings as a percentage of Average
         Equity. For fiscal year 2000, "Zero Bonus Percentage" shall mean a
         Return on Equity of 12.5% and "Maximum Bonus Percentage" shall mean a
         Return on Equity of 17.0%. For fiscal years after fiscal 2000 Pall
         Corporation shall determine the Zero Bonus Percentage and the Maximum
         Bonus Percentage, consistent in each case with expected results based
         upon the Company's normal projection procedures, or based on sound
         statistical or trend data, and the determination by the Company of such
         percentages shall be conclusive and binding on Executive.

         If Return on Equity for the fiscal year in question is the Zero Bonus
         Percentage or less, no Formula Bonus Compensation shall be payable. If
         Return on Equity equals or exceeds the Maximum Bonus Percentage, the
         Formula Bonus Compensation payable to Executive shall be 12.5% of his
         Base Salary. If Return on Equity is more than the Zero Bonus Percentage
         and less than the Maximum Bonus Percentage, the Formula Bonus
         Compensation shall be increased from zero percent of Base Salary
         towards 12.5% of Base Salary in the same proportion that Return on
         Equity increases from the Zero Bonus Percentage to the Maximum Bonus
         Percentage. Thus, for example, if Return on Equity for fiscal 2000 is
         14.75% (the midpoint between 12.5% and 17%) the Formula Bonus
         Compensation shall be an amount equal to 6.25% of Executive's Base
         Salary (the midpoint between zero percent of Base Salary and 12.5% of
         Base Salary).

         (ii) Business Segment Bonus Compensation. Inasmuch as Executive's
         services for the Company relate primarily to the operations of a
         subsidiary, a division or other segment of the overall operations of
         the Company and its subsidiary or associated companies (a "Business
         Segment"), Executive shall be considered for additional bonus
         compensation for each fiscal year based on the results of operations of
         such Business Segment for such fiscal year. The amount of such
         additional bonus compensation, if any, shall be determined by the chief
         executive officer of Pall Corporation in his sole discretion but in no
         event shall such additional bonus compensation exceed 12.5% of
         Executive's Base Salary.

                                       3
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          (iii)  The Bonus Compensation shall be paid in instalments as follows:

          o      50% of the estimated amount thereof in the October following
                 the end of the fiscal year with respect to which the Bonus
                 Compensation is payable, and

          o      the balance thereof not later than March 31 next following the
                 end of the fiscal year with respect to which the Bonus
                 Compensation is payable.

                 With respect to any fiscal year of Pall Corporation which
                 falls in part but not in whole within the Term of Employment,
                 the Bonus Compensation to which Executive is entitled under
                 this ss.4(b) shall be prorated on the basis of the number of
                 days of such fiscal year falling within the Term of Employment
                 except that if the Term of Employment ends within five days
                 before or after the end of a fiscal year, there shall be no
                 proration and the Bonus Compensation shall be payable with
                 respect to the full fiscal year ending within such five-day
                 period.

(c)      Fringe Benefits and Perquisites

         (i) There shall be refunded to the Executive all out-of-pocket expenses
         properly incurred by him in the performance of his duties including
         expenses of entertainment, subsistence and travelling. The Executive
         shall produce to the Company at its request all supporting vouchers and
         documents in respect of such expenses.

         (ii) The Executive shall be entitled without loss of remuneration to
         such holiday in each year (in addition to Bank and other public
         holidays occurring when not on holiday) as stated in the Terms and
         Conditions of Employment for Monthly Paid Staff or as may otherwise be
         determined by the Board of Directors to be taken at such time or times
         as may be approved by the Board of Directors. No holiday entitlement
         may be carried over from year to year and the Executive shall not be
         entitled to be paid in lieu of untaken holiday.

         (iii) The Executive shall be entitled to participate in such benefit
         schemes as may be provided by the Company from time to time including
         but not limited to medical insurance and life insurance, stock options
         or purchase plans, and the executive supplementary pension scheme in
         accordance with the rules and regulations and announcements applicable
         to the said schemes from time to time in force.

         (iv) The Company shall provide a motor car for the use of the Executive
         for the performance of his duties under this Agreement, or a cash
         alternative as shall be determined by the Board of Directors to be
         consistent with the Executive's office or position.

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ss.5.    TERMINATION BY REASON OF DISABILITY, DEATH, RETIREMENT, CHANGE OF
         CONTROL OR BREACH OF THIS AGREEMENT

         (a)  Disability or Death. If, during the Term of Employment, Executive,
              by reason of physical or mental disability, is incapable of
              performing his principal duties hereunder for an aggregate of 130
              working days out of any period of twelve consecutive months, the
              Company at its option may terminate the Term of Employment
              effective immediately by notice to Executive given within 90 days
              after the end of such twelve-month period. If Executive shall die
              during the Term of Employment or if the Company terminates the
              Term of Employment pursuant to the immediately preceding sentence
              by reason of Executive's disability, the Company shall pay to
              Executive, or to Executive's legal representatives, or in
              accordance with a direction given by Executive to the Company in
              writing, the following: (i) Executive's Base Salary to the end of
              the month in which such death or termination for disability occurs
              and Executive's Bonus Compensation prorated to said last day of
              the month and (ii) for the period from the end of the month in
              which such death or termination for disability occurs until the
              earlier of (x) the first anniversary of the date of death or
              termination and (y) the date on which the Term of Employment would
              have ended but for such death or termination for disability,
              monthly payments at one-half of the rate of Executive's Base
              Salary plus one-half of Executive's Bonus Compensation (prorated
              to the last day of such period) which would have been payable with
              respect to such period but for such death or termination.

         (b)  Retirement. At any time after the Executive's 65th birthday
              (irrespective of whether the Executive is age 65 when this
              Agreement is entered into), by notice to the Executive effective
              on the date specified in such notice;

         (c)  Change of Control. In the event of a Change in Control (as
              hereinafter defined) of the Company, the Executive shall have the
              right to terminate this Agreement by giving not less than 3
              months' and not more than 24 months' prior written notice to the
              Company such notice to be given not more than 24 months following
              such Change in Control.

         (d)  Breach of this Agreement. By summary notice if the Executive shall
              have committed any serious breach or have repeated or have
              continued (after warning) any material breach of his obligations
              hereunder or shall have been guilty of conduct tending to bring
              himself or the Company or any of its subsidiary or associated
              companies into disrepute or shall have become bankrupt or
              compounded with his creditors generally or have been convicted of
              any criminal offence involving a custodial sentence;

         (e)  Upon the termination of this Agreement howsoever arising the
              Executive shall at any time or from time to time thereafter upon
              the request of the Company, resign without claim for compensation
              from office as a Director of the company and all offices held by
              him in subsidiary and associated companies of the Company and
              should he fail so to do the Company is hereby irrevocably
              authorised to appoint some person in his name and on his behalf to
              sign and do any documents or things necessary or requisite to give
              effect thereto. If the Executive shall cease to be an officer of
              the Company or any of its subsidiaries or associated companies
              (other than ceasing to be a Group Vice President of Pall
              Corporation) this Agreement shall not hereby automatically
              terminate.

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ss.6.    COMPANY'S RIGHT TO INJUNCTIVE RELIEF

         Executive acknowledges that his services to the Company are of a unique
         character, which gives them a peculiar value to the Company, the loss
         of which cannot be reasonably or adequately compensated in damages in
         an action at law, and that therefore, in addition to any other remedy
         which the Company may have at law or in equity, the Company shall be
         entitled to injunctive relief for a breach of this Agreement by
         Executive.

ss.7.    INVENTIONS AND PATENTS

         All inventions, ideas, concepts, processes, discoveries, improvements
         and trademarks (hereinafter collectively referred to as intangible
         rights), whether patentable or registrable or not, which are conceived,
         made, invented or suggested either by Executive alone or by Executive
         in collaboration with others during the Term of Employment, and whether
         or not during regular working hours, shall be disclosed to the Company
         and shall be the sole and exclusive property of the Company. If the
         Company deems that any of such intangible rights are patentable or
         otherwise registrable under any federal, state or foreign law,
         Executive, at the expense of Pall Corporation, shall execute all
         documents and do all things necessary or proper to obtain patents
         and/or registrations and to vest the Company with full title thereto.

ss.8.    TRADE SECRETS AND CONFIDENTIAL INFORMATION

         Executive shall not, either directly or indirectly, except as required
         in the course of his employment by the Company, disclose or use at any
         time, whether during or subsequent to the Term of Employment, any
         information of a proprietary nature owned by the Company, including but
         not limited to, records, data, formulae, documents, specifications,
         inventions, processes, methods and intangible rights which are acquired
         by him in the performance of his duties for the Company and which are
         of a confidential information or trade-secret nature. All records,
         files, drawings, documents, equipment and the like, relating to the
         Company's business, which Executive shall prepare, use, construct or
         observe, shall be and remain the Company's sole property. Upon the
         termination of his employment or at any time prior thereto upon request
         by the Company, Executive shall return to the possession of the Company
         any materials or copies thereof involving any confidential information
         or trade secrets and shall not take any material or copies thereof from
         the possession of the Company.

ss.9.    HEADINGS

         THE headings in this Agreement are not part of the provisions hereof,
         are merely for the purpose of reference and shall have no force or
         effect for any purpose whatsoever, including the construction of the
         provisions of this Agreement, and if any heading is inconsistent with
         any provisions of this Agreement, the said provisions shall govern.

                                       6
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ss.10.   DEFINITIONS

         IN this Agreement:-

         (i)      words and phrases  defined for the purposes of Section 736 of
                  the  Companies  Act 1985 shall bear the same meaning;

          (ii)    "associated company" means any company which is (a) a company
                  having an ordinary share capital of which not less than 25 per
                  cent is owned directly or indirectly by the Company applying
                  the provisions of Section 838 of the Income and Corporation
                  Taxes Act 1988 in the determination of ownership or (b) a
                  holding company of the Company or a subsidiary of any such
                  holding company or (c) a company to which the Company or any
                  of its subsidiaries renders managerial, administrative or
                  technical service otherwise than in the ordinary course of its
                  business;

          (iii)   "the Board of Directors" means the Board of Directors of the
                  Company as the same may be constituted from time to time and
                  includes any duly appointed committee thereof;

          (iv)    "Change of Control" - a Change in Control of the Company shall
                  be deemed to have occurred if:

                  (a)    the Company or its holding  company  sells or agrees to
                         sell the whole or  substantially the whole of the
                         undertaking and assets of the Company; or

                  (b)    the Company or its holding company sells or agrees to
                         sell the whole or not less than 50% of the equity
                         share capital of the Company; or

                  (c)    a member of the Company or its holding company obtains
                         control of the composition of the Board of Directors of
                         the Company. For the purpose of this paragraph (c) the
                         composition of the Company's Board of Directors shall
                         be deemed to be controlled by a member if (but only if)
                         the member by the exercise of some power exercisable by
                         it without the consent or concurrence of any other
                         person can appoint or remove all or a majority of the
                         Directors of the Company.

ss.11.   PROPER LAW

         THE construction validity and performance of this Agreement shall be
         governed in all respects by English law and the parties agree that the
         English Courts shall have exclusive jurisdiction in respect of any
         dispute suit action or proceedings which may arise out of or in
         connection with this Agreement and hereby submit to the jurisdiction of
         the English Courts.

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ss.12.   ENTIRE CONTRACT

         This instrument contains the entire agreement of the parties on the
         subject matter hereof except that the rights of the Company hereunder
         shall be deemed to be in addition to and not in substitution for its
         rights under the Company's standard printed form of "Employee's Secrecy
         and Invention Agreement" or "Employee Agreement" if heretofore or
         hereafter entered into between the parties hereto so that the making of
         this Agreement shall not be construed as depriving the Company of any
         of its rights or remedies under any such Secrecy and Invention
         Agreement or Employee Agreement. This Agreement may not be changed
         orally, but only by an agreement in writing signed by the party against
         whom enforcement of any waiver, change, modification, extension or
         discharge is sought.

ss.13.   NOTICES

         All notices given hereunder shall be in writing and shall be sent by
         registered or certified mail or delivered by hand, and, if intended for
         the Company, shall be addressed to it (if sent by mail) or delivered to
         it (if delivered by hand) at its principal office for the attention of
         the Secretary of the Company, or at such other address and for the
         attention of such other person of which the Company shall have given
         notice to Executive in the manner herein provided, and, if intended for
         Executive, shall be delivered to him personally or shall be addressed
         to him (if sent by mail) at his most recent residence address shown in
         the Company's employment records or at such other address or to such
         designee of which Executive shall have given notice to the Company in
         the manner herein provided. Each such notice shall be deemed to be
         given on the date of mailing thereof or, if delivered personally, on
         the date so delivered.

ss.14.   TERMINATION OF ANY PRIOR EMPLOYMENT AGREEMENT

         Any Employment Agreement in effect between the Company and Executive on
         the date hereof is hereby terminated by mutual consent effective as
         from the date of commencement of this Agreement and is superseded and
         replaced by this Agreement.

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IN WITNESS WHEREOF the Company has affixed its Common Seal and the Executive has
set his hand and seal the day and year first above written.


THE COMMON SEAL OF                          )
PALL EUROPE LIMITED                         )
was hereunto affixed                        )
in the presence of:-                        )
         A T Scully                            /s/ A Scully
         D M Louch                             /s/ D Louch

SIGNED SEALED AND DELIVERED                 )
by the said                                 )
         Neil MacDonald                     )        /s/ N MacDonald
in the presence of:                         )
         J K Hayward-Surry                           /s/ J Hayward-Surry


SCHEDULE


Pursuant to Clause 4 (A) the annual salary of the Executive shall be
(pound)87,500.00






























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