EX-10.1



 Exhibit 10.1 
 SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT 
 THIS SENIOR EXECUTIVE
OFFICER SEVERANCE AGREEMENT is made as of March 26, 2013, between TELEFLEX INCORPORATED (the “Company”) and Thomas E. Powell (“Executive”). 
 Background 
 A. Executive is employed by the Company at its headquarters in
Limerick, Pennsylvania as the Company’s Executive Vice President and Chief Financial Officer. 
 B. The purpose of this
Agreement is to provide for certain severance compensation and benefits to be paid or provided to Executive in the event of the termination of his employment under circumstances specified herein and to provide also for certain commitments by
Executive respecting the Company. 
 Terms 
 THE PARTIES, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound hereby, agree as follows: 

1. Definitions. The following terms used in this Agreement with initial capital letters have the respective meanings specified
therefor in this Section. 
 “Affiliate” of any Person means any other Person that controls, is controlled by
or is under common control with the first mentioned Person. 
 “Agreement” preceded by the word
“this” means this Senior Executive Officer Severance Agreement, as amended at any relevant time. 
 “Annual
Incentive Plan” means the Management Incentive Plan (MIP) or Executive Incentive Plan (EIP) of the Company providing for the payment of annual bonuses to certain employees of the Company, including Executive, as such Plans may be amended
from time to time or, if such Plans shall be discontinued, any similar Plan or Plans in effect at any relevant time. 

“Base Salary” of Executive means the annualized base rate of salary paid to Executive as such may be increased from time
to time. 
 “Board” means the Board of Directors of the Company. 

“Cause” means (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or
(c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries taken as a whole. 








 “Change of Control Severance Agreement” means the Executive Severance
Agreement relating to termination of employment of Executive after the occurrence of a Change of Control of the Company (defined in such Agreement). 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Commencement Date” with respect to the commencement of any compensation or provision of benefits pursuant to this
Agreement means the first day of the seventh month beginning after the Termination Date. 
 “Confidential
Information” has the meaning specified therefor in Section 9. 
 “Disability” shall mean
Executive’s continuous illness, injury or incapacity for a period of six consecutive months. 

“Employment” means substantially full time employment of Executive by the Company or any of its Affiliates. 

“Good Reason” means the occurrence of one or more of the following: 

(a) A change of the principal office or work place assigned to Executive to a location more than 25 miles distant from its location
immediately prior to such change. 
 (b) A material reduction by the Company of the executive title, duties, responsibilities,
authority, status, reporting relationship or executive position of Executive; provided that if the Company sells or otherwise disposes of any part of its business or assets or otherwise diminishes or changes the character of its business, the change
in the magnitude or character of the Company’s business resulting therefrom will not itself be deemed to be a reduction of Executive’s responsibilities, authority or status within the meaning of this clause (b). 

(c) A reduction of Executive’s Base Salary or a material reduction in the Executive’s annual target incentive opportunity under
the Annual Incentive Plan. 
 “Health Care Continuation Period” means the period commencing on the Termination
Date and ending on the earlier of (i) the last day of the Severance Compensation Period or (ii) the first date on which Executive is eligible to participate in a health care plan maintained by another employer. 

“Insurance Benefits Period” means the period commencing on the Termination Date and ending on the earlier of
(i) the last day of the Severance Compensation Period or (ii) the first date on which Executive is eligible to participate in a life and/or accident insurance plan maintained by another employer. 

  
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 “Notice of Termination” has the meaning specified therefor in
Section 3. 
 “Performance Period” applicable to any compensation payable (in cash or other property)
under any Plan, the amount or value of which is determined by reference to the performance of participants or the Company or the fulfillment of specified conditions or goals, means the period of time over which such performance is measured or the
period of time in which such conditions or performance goals must be fulfilled. 
 “Person” means an
individual, a corporation or other entity or a government or governmental agency or institution. 
 “Plan”
means a plan of the Company for the payment of compensation or provision of benefits to employees in which plan Executive is or was, at all times relevant to the provisions of this Agreement, a participant or eligible to participate. 

“Prorated Amount” has the meaning specified therefor in Section 4(c). 

“Release” has the meaning specified therefor in Section 7. 

“Severance Compensation Period” means the 18 month period commencing on the day after the Termination Date, provided
that for each completed year of full-time employment by Executive from and after January 1, 2012, one additional month shall be added to the Severance Compensation Period not to exceed an additional six months. 

“Termination Date” means the date specified in a Notice of Termination complying with the provisions of Section 3,
as such Notice of Termination may be amended by mutual consent of the parties, which date shall be the date Executive’s Termination of Employment occurs. 
 “Termination of Employment” means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executive’s death or Disability or (ii) under
circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change of Control Severance Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have
occurred in accordance with the “separation from service” requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company
and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently
decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actuarial period of service, if less). 

“Year of Termination” means the Year in which Executive’s Termination Date occurs. 

  
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 “Year” means a fiscal year of the Company. 

2. Continued Employment of Executive. The parties acknowledge that Executive’s employment by the Company is at will and,
except as the parties may hereafter agree in writing, such employment may be terminated by either party at any time, subject only to the giving of prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving
Executive any right to continue in the employ of the Company. 
 3. Notice of Termination of Employment. The party
initiating any Termination of Employment shall give notice thereof to the other party (a “Notice of Termination”). A Notice of Termination shall (i) state with reasonable particularity the reasons for such Termination of Employment,
if any, which are relevant to Executive’s right to receive compensation and benefits pursuant to this Agreement and (ii) specify the date such Termination of Employment shall become effective which, without the consent of such other party,
shall not be earlier than 30 days after the date of such Notice of Termination; provided that the Company shall have the option to continue paying the Base Salary of the Executive for up to 30 days following the Termination Date in lieu of the
requirement that the Executive consents to an earlier date. 
 4. Compensation upon Termination of Employment. Subject to
the terms of Sections 6 and 7, upon Termination of Employment (i) by the Company other than for Cause or (ii) by Executive within 3 months after the occurrence of a Good Reason, Executive will receive from the Company the
following payments and benefits: 
 (a) Cash Bonuses for Years Preceding the Year of Termination. If any cash bonus
pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of
Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period;
provided, however, that if any such Annual Incentive Plan requires, as a condition to eligibility for payment, that a participant be employed by the Company on the date payment is made, then payment of the bonus under such Annual Incentive Plan for
the Performance Period ended before the Year of Termination shall be made on the Commencement Date. 
 (b) Continuation of
Base Salary. The Company will pay Executive (i) on the Commencement Date an amount equal to seven-twelfths of Executive’s Base Salary as in effect immediately prior to the Termination Date, and (ii) each month thereafter during
the Severance Compensation Period an amount equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to the Termination Date. 
 (c) Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date. If the Termination Date occurs before the last day, but after completion of at least six
months, of a Performance Period under the Annual Incentive Plan, the Company will pay Executive the Prorated Amount of Executive’s award under the Annual Incentive Plan for that Performance Period. The amount of the award, from which the


  
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Prorated Amount is derived, shall be determined based on the degree to which each performance goal on which such award is based has been achieved at the end of the Performance Period (provided
that any individual performance component shall be equal to the target award amount for such component). The “Prorated Amount” of the award means an amount equal to the portion of the award which bears the same ratio to the amount of the
award as the portion of such Performance Period expired immediately before the Termination Date bears to the entire period of such Performance Period. The amount to which Executive is entitled under this Section 4(c) shall be paid in the form
of a single lump sum cash payment on the later of the Commencement Date or the date that is 2-1/2 months following the end of the Performance Period. 
 (d) Vehicle Allowance. The Company shall pay Executive a monthly cash vehicle allowance during the Severance Compensation Period equal to what it would cost Executive to lease the vehicle utilized
by Executive immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump sum cash amount equal to seven times the monthly vehicle
allowance on the Commencement Date; and (ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month thereafter for which the vehicle allowance is provided. 

(e) Outplacement. The Company shall reimburse Executive for expenses incurred for outplacement services during the Severance
Compensation Period, up to a maximum aggregate amount of $20,000, which services shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 15 days following the date on which the Company receives
proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to
reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year. 
 (f) Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and
Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse
and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If
the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Company will pay Executive a lump sum cash payment on the last day of each applicable month during the Health Care Continuation Period so that
Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care
Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in
cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable
to the 

  
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health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where
the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost
sharing, on substantially the same terms as would be applicable to an executive officer of the Company. 
 (g) Life and
Accident Insurance. Subject to the terms, limitations and exclusions of the Plan or Plans for provision of life and accident insurance and the Company’s related policies of group insurance, (i) during the Insurance Benefits Period the
Company will provide life and accident insurance coverage for Executive comparable to the life and accident insurance coverage which Executive last elected to receive as an employee under the applicable Plan for such benefits, subject to
modifications from time to time of the coverage available under such Plan or related insurance policies which are applicable generally to executive officers of the Company, (ii) during the period from the Termination Date through the
Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage and (iii) on the Commencement Date the Company will reimburse Executive for the Company’s share (determined in accordance with the next
sentence) of any premiums paid by Executive for such life and accident insurance during the period from the Termination Date to the Commencement Date. The cost of providing such insurance will be borne by the Company and Executive in accordance with
the Company’s policy then in effect for employee participation in premiums, on substantially the same terms as would be applicable to an executive officer of the Company. The Company shall pay its share of such premiums to the applicable
insurance carrier(s) on the due date(s) established by such carrier(s), but in no event later than the last day of the calendar year in which such due date(s) occurs. 
 (h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury
Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one
taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a
limitation may be imposed on the amount of such reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists
of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another
benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six months immediately following Executive’s termination of employment, Executive shall be obligated to pay the Company
the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any
such payments on the first business day that is more than six months after the Termination Date. 

  
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 5. Deductions and Taxes. Amounts payable by the Company pursuant to this Agreement
shall be paid net of (i) taxes withheld by the Company in accordance with the requirements of law and (ii) deductions for the portion of the cost of certain benefits to be borne by Executive pursuant to Sections 4(f) and (g).

 6. Compensation and Benefits Pursuant to Other Agreements and Plans. Nothing in this Agreement is intended to diminish
or otherwise affect Executive’s right to receive from the Company all compensation payable to Executive by the Company in respect of his Employment prior to the Termination Date pursuant to any agreement with the Company (other than this
Agreement) or any Plan. 
 7. Executive’s General Release and Resignations. As a condition to the obligations of the
Company to pay severance compensation and provide benefits pursuant to Section 4, (a) in the event Executive is serving as a member of the Board and/or as a director or officer of any of the Company’s Affiliates at the time of his
Termination of Employment, the Company shall have received from Executive, within 10 days following the Termination Date, a written resignation from the Board and as an officer and director of all of the Company’s Affiliates, as applicable (the
“Written Resignation”); and (b) a general release in substantially the form of Exhibit A executed by Executive (the “Release”), which shall be executed and delivered to the Company on or before the date upon
which the twenty-one day review period set forth in Section 7 of the Release expires, and Executive shall not thereafter revoke the Release. If Executive fails to deliver the Written Resignation or fails to execute, or if Executive revokes, the
Release, no payments or benefits shall thereafter be made or provided to Executive pursuant to this Agreement, and Executive shall be required to reimburse to the Company any payments or benefits received by Executive pursuant to this Agreement, but
Executive’s obligations pursuant to Sections 8 and 9 shall continue in force. 
 8. Confidential Information.
Executive acknowledges that, by reason of Executive’s employment by and service to the Company, Executive has had and will continue to have access to confidential information of the Company and its Affiliates, including information and
knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships
between the Company and its Affiliates and other distributors, customers, clients, suppliers and others who have business dealings with the Company and its Affiliates (“Confidential Information”). Executive acknowledges that such
Confidential Information is a valuable and unique asset of the Company, and Executive covenants that (except in connection with the good faith performance of his duties while employed by the Company) Executive will not, either during or after
Executive’s employment by the Company, disclose any such Confidential Information to any Person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault
of Executive or except as may be required by law or in a judicial or administrative proceeding. Notwithstanding anything to the contrary herein, each of the parties (and each employee, representative, or other agent of such parties) may disclose to
any Person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party
relating to such tax treatment and tax structure. 

  
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 9. Restrictive Covenants. 

(a) Covenant Not to Compete. 
 (i) Executive agrees that, for a period eighteen (18) months after the Termination Date (the “Non-Compete Period”), Executive will not, at any time, directly or indirectly, engage in, or
have any interest on behalf of himself or others in any person or business other than the Company (whether as an employee, officer, director, agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant
or otherwise) that engages in similar business activities to the Company in a particular market and product line, and in the specific geographic areas in which the Company is engaged or has been engaged in the preceding twelve (12) months for
that particular market and product line (the “Business Activities”). 
 (ii) Notwithstanding the foregoing, Executive
may (A) engage, participate or invest in, or be employed by, an entity that is engaged in the Business Activities (a “Competing Entity”) so long as (1) the Annual Revenues derived by the Company from the Business Activities in
which the Competing Entity is engaged do not exceed $50 million in the aggregate and (2) the Annual Revenues derived by the Competing Entity from the Business Activities do not exceed $50 million in the aggregate; (B) engage, participate
or invest in, or be employed by, a Competing Entity so long as the Business Activities for which Executive has oversight do not exceed five percent (5%) of the total Annual Revenues of such Competing Entity; or (C) acquire solely as an
investment not more than 2% of any class of securities of any competing entity if such class of securities is listed on a national securities exchange or on the Nasdaq system, so long as Executive remains a passive investor in such entity. For
purposes of this Section 9(a)(ii), the term “Annual Revenues” shall mean annual revenues for the most recently completed fiscal year. 
 (b) Hiring of Employees. During the Non-Compete Period, the Executive agrees that Executive will not directly or indirectly solicit for employment, or hire or offer employment to, (i) any
employee of the Company unless the Company first terminates the employment of such employee, or (ii) any person who at any time during the one hundred eighty (180) day period prior to the Termination Date was an employee of the Company.

 (c) Non-Solicitation. Executive hereby agrees that, during the Non-Compete Period, Executive will not directly or
indirectly call on or solicit for the purpose of diverting or taking away from the Company (including, by divulging any Confidential Information to any competitor or potential competitor of the Company) any person or entity who is at the Termination
Date, or at any time during the twelve (12) month period prior to the Termination Date had been, a customer of the Company with whom the Executive had direct personal contact as a representative of the Company or a potential customer whose
identity is known to Executive at the Termination Date as one whom the Company was actively soliciting as a potential customer within six months prior to the Termination Date. 

  
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 (d) Return of Company Property. Upon a Termination of Employment Executive
will deliver to the person designated by the Company all originals and copies of all documents and property of the Company in Executive’s possession, under Executive’s control, or to which Executive may have access. The Executive will not
reproduce or appropriate for Executive’s own use, or for the use of others, any Confidential Information. 
 10.
Cooperation. Upon Termination of Employment, Executive shall reasonably cooperate with the Company, its officers, employees, agents, affiliates and attorneys in the defense or prosecution of any lawsuit, dispute, investigation or other legal
proceedings or any preparation for any such disputes or proceedings that may be anticipated or threatened (“Proceedings”). Executive shall reasonably cooperate with the Company, its officers, employees, agents, affiliates and attorneys on
any other matter (“Matters”) related to Company business (specifically to include Teleflex Medical Incorporated and Arrow International, Inc. business) during the period in which Executive is employed by the Company. Executive shall
reasonably cooperate with the Company, its officers, employees, agents, affiliates and attorneys in responding to any form of media inquiry or in making any form of public comment related to the Executive’s employment, including, but not
limited to, the Executive’s separation from the Company. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings/Matters as
shall from time to time be reasonably requested by the Company, and shall be within Executive’s knowledge. Such cooperation shall be provided by Executive without remuneration, but Executive shall be entitled to reimbursement for all reasonable
and appropriate expenses Executive incurs in so cooperating, including (by way of example and not by way of limitation) reasonable airplane fares, hotel accommodations, meal charges and other similar expenses to attend Proceedings/Matters outside of
the city of Executive’s residence. In the event Executive is made aware of any issue or matter related to the Company, is asked by a third party to provide information regarding the Company, or is called other than by the Company as a witness
to testify in any matter related to the Company, Executive will notify the Company immediately in order to give the Company a reasonable opportunity to respond and/or participate in such Proceeding/Matter, unless Executive is requested or required
not to do so by law enforcement, or any other governmental agency or authority. 
 11. Equitable and Other Relief; Consent to
Jurisdiction of Pennsylvania Courts. 
 (a) Executive acknowledges that the restrictions contained in Sections 8 and 9
are reasonable and necessary to protect the legitimate interests of the Company and its Affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that
Section will result in irreparable injury to the Company. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement and
(ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel. 
 (b) Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings,
profits and other benefits arising from any violation of 

  
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Sections 8 or 9, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled under applicable law. Without limiting the foregoing,
Executive also agrees that payment of the compensation and benefits payable under Section 4 may be automatically ceased in the event of a material breach of the covenants of Sections 8 or 9, provided the Company gives Executive written
notice of such breach, specifying in reasonable detail the circumstances constituting such material breach. 
 (c) Executive
irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Sections 8 or 9 hereof, including any action commenced by the Company for preliminary and permanent injunctive relief or other
equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania,
(ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such
court. Executive also irrevocably and unconditionally consents to receive service of any process, pleadings, notices or other papers in a manner provided for in Section 15 for the giving of notices. 

12. Enforcement. It is the intent of the parties that Executive not be required to incur any expenses associated with the
enforcement of Executive’s rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder.
Accordingly, the Company will pay Executive the amount necessary to reimburse Executive in full for all expenses (including all attorneys’ fees and legal expenses) incurred by Executive in attempting to enforce any of the obligations of the
Company under this Agreement, without regard to outcome, unless the lawsuit brought by Executive is determined to be frivolous by a court of final jurisdiction. The Company shall reimburse Executive within 15 days following the date on which the
Company receives proof of payment of such expense, which proof must be submitted no later than December 1 of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated
to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be
liquidated or exchanged for any other benefit. 
 13. No Obligation to Mitigate Company’s Obligations. Executive
will not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned
by other employment or otherwise, except to the extent provided in Subsections 4(f) and 4(g). 
 14. No Set-Off. Except
as provided in Sections 7 and 11(b), the Company’s obligation to make the payments, and otherwise perform its obligations, provided for in this Agreement shall not be diminished or delayed by reason of any set-off, counterclaim, recoupment
or similar claim which the Company may have against Executive or others. 

  
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 15. Notices. All notices and other communications given pursuant to or in connection
with this Agreement shall be in writing and delivered (which may be by telefax or other electronic transmission) to a party at the following address, or to such other address as such party may hereafter specify by notice to the other party:

 If to the Company, to: 
 Teleflex Incorporated 
 155 S. Limerick Road 

Limerick, PA 19468 
 Attention: General Counsel 
 If to Executive, to: 

[INTENTIONALLY DELETED] 
 16. Residence; Governing Law. Executive hereby represents and warrants to the Company that, as of the date of this Agreement, Executive is a resident of the Commonwealth of Pennsylvania. This
Agreement will be governed by the law of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or
effect, of this Agreement. 
 17. Parties in Interest. This Agreement, including specifically the covenants of Sections 8
and 9, will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. 
 18.
Entire Agreement. This Agreement and the Change of Control Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of his Employment,
and such Agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Change of Control Severance Agreement or this Agreement. 

19. Amendment or Modification. No amendment or modification of or supplement to this Agreement will be effective unless it is in
writing and duly executed by the party to be charged thereunder. It is the Parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A.
If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that
it complies (with the most limited economic effect on Executive and the Company). 
 20. Construction. The following
principles of construction will apply to this Agreement: 
 (a) Unless otherwise expressly stated in connection therewith, a
reference in this Agreement to a “Section,” “Exhibit” or “party” refers to a Section of, or an Exhibit or a party to, this Agreement. 
 (b) The word “including” means “including without limitation.” 

  
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 21. Headings and Titles. The headings and titles of Sections and the like in this
Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. 

  
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 EXECUTED as of the date first above written in Limerick, Pennsylvania. 

 

			
	TELEFLEX INCORPORATED
		
	By:	 	 /s/ Laurence G. Miller

	Name:	 	Laurence G. Miller
	Title:	 	Executive Vice President, Chief Administrative Officer, General Counsel & Secretary
	
	 /s/ Thomas E. Powell

	Thomas E. Powell



  
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