EX-10.1






Exhibit 10.1




EMPLOYMENT AGREEMENT




THIS is an EMPLOYMENT AGREEMENT, made as of March 26, 2009 (the “Effective Date”),
between TELEFLEX INCORPORATED (the “Company”) and JEFFREY P. BLACK (“Executive”).



Background




A. Executive is employed by the Company as the Company’s Chairman and Chief Executive Officer.



B. The purpose of this Agreement is to set forth the terms and conditions of Executive’s
employment and, in particular, 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, to provide for certain commitments by Executive, and to supersede and replace the
Employment Agreement (the “Prior Agreement”) dated as of May 5, 2006 and amended as of
January 1, 2009 between the Company and Executive.



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 (i) any other Person that controls, is controlled by
or is under common control with the first mentioned Person, or (ii) any Person that, together with
the Company, would be treated as a single employer with the Company under Section 414(b),(c), (m)
or (o) of the Code.



“Agreement” preceded by the word “this” means this Employment Agreement, as amended at
any relevant time.



“Base Salary” of Executive means the highest annualized base rate of salary paid to
Executive within 24 months preceding the Termination Date, including any and all authorized salary
reduction amounts under any of the Company’s benefit plans or programs; provided, however, that in
the event of a Termination Following a Change of Control, Base Salary means the highest annualized
base rate of salary being paid to Executive in all capacities with the Company, including any and
all authorized salary reduction amounts under any of the Company’s benefit plans or programs, at
the time of the Change of Control or any time thereafter.



“Board” has the meaning specified therefor in Section 4(a).



“Bonus Plan” means any Plan providing for the payment of incentive cash compensation
to Executive.



“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” shall mean one of the following shall have taken place after the
date of this Agreement:




(a)   any “person” (as such term is used in Sections 13(d) or 14(d) of the Exchange
Act) (other than the Company, any majority controlled subsidiary of the Company, or the
fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 20% or more of the total
voting power of the voting securities of the Company then outstanding and entitled to vote
generally in the election of directors of the Company; provided, however, that no Change of
Control shall occur upon the acquisition of securities directly from the Company;




(b)   individuals who, as of the beginning of any 24 month period, constitute the Board
(as of the date hereof the “Incumbent Board”) cease for any reason during such 24
month period to constitute at least a majority of the Board, provided that any individual
becoming a director subsequent to the date hereof whose election, or nomination for election
by the Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or threatened election
contest relating to the election of the directors of the Company;




(c)   consummation of (i) a merger, consolidation or reorganization of the Company, in
each case, with respect to which all or substantially all of the individuals and entities
who were the respective beneficial owners of the voting securities of the Company
immediately prior to such merger, consolidation or reorganization do not, following such
merger, consolidation or reorganization, beneficially own, directly or indirectly, at least
65% of the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the entity or entities resulting from such merger,
consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company,
or (iii) a sale or other disposition of all or substantially all of the assets of the
Company, unless at least 65% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the entity or entities
that acquire such assets are beneficially owned by individuals or entities who or that were
beneficial owners of the voting securities of the Company immediately before such sale or
other disposition; or




(d)   consummation of any other transaction determined by resolution of the Board to
constitute a Change in Control.



“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 17.



“Disability” means 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.



“Equity Compensation Plan” means a Plan providing for the grant, award or payment to
participants of compensation in the form of (i) interests in or rights to acquire equity securities
of the Company or derivative securities relating to equity securities of the Company or (ii) cash
payments in amounts equal to the value or increase in value of equity securities of the Company,
including the 2000 Stock Compensation Plan of the Company or the 2008 Stock Incentive Plan of the
Company, as such Plan may be amended from time to time and any similar Plan or Plans in effect at
any relevant time.



“Good Reason” means the occurrence of one or more of the following actions, to which
Executive objects in writing to the Board within five days following initial notification of its
occurrence or proposed occurrence, and which action is not then rescinded within 30 days after
delivery of such notice:




(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 (as set forth in Section 5(a) hereof
(taking into consideration any upward adjustment)).



“Insurance Benefits Period” means the 36-month period commencing on the Termination
Date.



“Long Term Incentive Award” or “LTI Award” means an award under the Teleflex
Incorporated Executive Incentive Plan to employees of the Company of compensation in the form of
cash and/or equity securities of the Company, the payment of which awards are conditioned upon the
fulfillment of specified or determinable performance goals during specified multi-year Performance
Periods, or if such Plan shall be discontinued, a multi-year award under any similar Plan or Plans
in effect at any relevant time.



“Notice of Termination” has the meaning specified therefor in Section 10.



“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 of 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 11(e).



“Release” has the meaning specified therefor in Section 16.



“Severance Compensation Period” means the 36 month period commencing on the day after
the Termination Date.



“Target Award” in respect of a bonus payable in cash to Executive pursuant to any
Bonus Plan means the amount specified in or determinable from the Company’s records pertaining to
such Bonus Plan as the “target award” which would be payable to Executive as such bonus if
specified conditions for a 100% award were fulfilled but not exceeded, without regard to whether
such conditions are actually fulfilled.



“Termination Date” means the date specified in a Notice of Termination complying with
the provisions of Section 10, as such Notice of Termination may be amended by mutual consent of the
parties, which date shall be the date the Executive’s Termination of Employment occurs.



“Termination of Employment” means a cessation of Employment which occurs prior to
Executive’s attaining the age of 62 years, other than such a cessation occurring by reason of
Executive’s death or Disability. 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 the 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.



“Termination Following a Change of Control” means a Termination of Employment
(regardless of the age of Executive) upon or within two years after a Change of Control either:




(a)   initiated by the Company for any reason other than Disability or Cause; or




(b)   initiated by Executive for Good Reason.



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



“Year” means a fiscal year of the Company.




2.   Term. This Agreement shall terminate on the third anniversary of the
Effective Date hereof; provided, however, that this Agreement shall remain in effect for at
least two years after a Change of Control occurring during the term of this Agreement and
shall remain in effect until all of the obligations of the parties hereunder are satisfied.
The parties agree to consider and negotiate in good faith towards entering into a successor
agreement upon the termination of such term, provided that neither party shall have any
obligation to enter into any such agreement.




3.   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 10. Nothing in this Agreement shall
be construed as giving Executive any right to continue in the employ of the Company.




4.   Employment.




(a)   Duties. Executive shall serve as the President and Chief Executive
Officer of the Company with the duties, responsibilities and authority commensurate
therewith and shall report to the Board of Directors of the Company (the “Board”).
Executive shall use his best efforts to perform all duties and accept all responsibilities
incident to such position as may be reasonably assigned to him by the Board and consistent
with his position as the President and Chief Executive Officer.




(b)   Best Efforts. During the term of this Agreement, Executive shall devote
his best efforts and full business time and attention to promote the business and affairs of
the Company and its Affiliates, and shall be engaged in other business activities only to
the extent that such activities do not materially interfere or conflict with his obligations
to the Company hereunder. The foregoing also shall not be construed as preventing Executive
from (1) serving on civic, educational, philanthropic or charitable boards or committees,
or, with the prior written consent of the Board, in its sole discretion, on other corporate
boards, (2) delivering lectures, fulfilling speaking engagements or lecturing at educational
institutions, and (3) managing personal investments, so long as such activities do not
significantly interfere with the performance of the Executive’s responsibilities hereunder.




5.   Base Salary and Incentive Compensation.



(a)   As compensation for the services to be rendered hereunder, the Company shall pay to
Executive a base salary at the annual rate of $900,000. This amount may be subject to an upward
adjustment at the beginning of each Year, as determined by the Board, in its sole discretion.
Executive’s base salary shall be paid in accordance with the Company’s existing payroll policies,
and shall be subject to all applicable withholding taxes.



(b)   Executive shall be eligible to participate in annual and long-term incentive
compensation programs provided by the Company for its senior executives, as determined and on the
terms established from time to time by the Compensation Committee (the “Committee”) of the
Board, in its sole discretion.




6.   Equity Compensation. Executive shall be eligible to participate in equity
compensation programs provided by the Company for its senior executives, as determined and
on the terms established from time to time by the Committee, in its sole discretion.




7.   Retirement and Welfare Benefits; Perquisites. Executive shall be entitled
to participate in the Company’s retirement and welfare employee benefit plans and programs,
if any, pursuant to their respective terms and conditions. Nothing in this Agreement shall
preclude the Company from terminating or amending any employee benefit plan or program from
time to time. In addition, the Company will reimburse Executive for premiums for $1 million
of life insurance coverage under an individual policy owned by Executive. Finally, Executive
shall be entitled annually to personal use of the Company aircraft for the lesser of (i) 50
hours of flight time or (ii) $100,000 in incremental, variable costs to the Company (as
calculated in accordance with the disclosure rules of the Securities and Exchange
Commission). The reimbursements and in-kind benefits set forth in the prior two sentences
shall be provided for expenses and services incurred during the term of this Agreement, and
the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one
calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to
be provided, in any other calendar year. All reimbursements under this provision shall be
made no later than the last day of the calendar year following the calendar year in which
the expense was incurred, and all requests for reimbursement must be made by the Executive
no later than 15 days before that date in order to be eligible for reimbursement hereunder.
The Executive’s right to have the Company pay such expenses or provide such in-kind benefits
may not be liquidated or exchanged for any other benefit.




8.   Vacation. Executive shall be entitled to vacation, and holiday and sick
leave at levels commensurate with those provided to other senior executive officers of the
Company, in accordance with the Company’s vacation, holiday and other similar polices as in
effect from time to time for senior executives.




9.   Expenses. The Company shall reimburse Executive for all necessary and
reasonable travel and other business expenses incurred by Executive in the performance of
his duties hereunder in accordance with such reasonable accounting procedures as the Company
may adopt generally from time to time for executives. All reimbursements under this
provision shall be for expenses incurred during the term of this Agreement and shall be made
no later than the last day of the calendar year following the calendar year in which the
expense was incurred; all requests for reimbursement must be made by the Executive no later
than 15 days before that date in order to be eligible for reimbursement hereunder. The
amount of such expenses that the Company is obligated to pay in any given calendar year
shall not affect the expenses that the Company is obligated to pay in any other calendar
year, and the Executive’s right to have the Company pay such expenses may not be liquidated
or exchanged for any other benefit.




10.   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 later than 15 days after the date of such Notice of Termination,
except in the event of a Termination of Employment initiated by the Company with Cause (in
which case no advance notice shall be required).




11.   Compensation upon Termination of Employment. Subject to the terms of
Sections 16-19, upon Termination of Employment (i) by the Company other than for Cause or
(ii) by Executive within two months after the expiration of the period for rescission of an
action that, absent such rescission, would constitute Good Reason, Executive will receive
from the Company the following payments and benefits:




(a)   Unpaid Salary. Within 15 days after the Termination Date, Executive shall
receive a lump sum cash payment equal to Executive’s unpaid base salary, if any, earned
through the Termination Date.




(b)   Cash Bonuses for Years Preceding the Year of Termination. If any cash
award pursuant to a Bonus 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, within 15 days after the Termination Date, such award in the
amount of Executive’s award earned for the Performance Period; provided, however, that if
any such Bonus 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 award under such
Bonus Plan for the Performance Period ended before the Year of Termination shall be made on
the Commencement Date.




(c)   Continuation of Base Salary. As consideration for the obligations of
Executive under Sections 17 and 18, the Company will pay Executive (i) on the Commencement
Date an amount equal to seven-twelfths of Executive’s Base Salary, and (ii) each month
thereafter during the Severance Compensation Period an amount equal to one-twelfth of
Executive’s Base Salary.




(d)   Additional Severance. As consideration for the obligations of Executive
under Sections 17 and 18, on March 15 of each of the first three Years immediately following
the Termination Date the Company will pay Executive an amount equal to 100% of Executive’s
Base Salary; provided that if the foregoing date for the first such annual payment occurs
before the Commencement Date, such first annual payment will be paid on the Commencement
Date.




(e)   Payment of Cash-Based LTI Awards for Performance Periods Not Completed Before
the Termination Date. On the later of the Commencement Date or the date that is 2 1/2
months following the end of the relevant Performance Period, the Company will pay Executive
the Prorated Amount of the cash portion of Executive’s LTI Award for the Performance Period,
if any, which is scheduled to end on the last day of the Year of Termination. The amount of
any such cash-based award, from which the Prorated Amount is derived, shall be determined
based on the degree to which each performance goal on which such award is based has been
satisfied prior to the Termination Date, as determined in the discretion of the Committee.
The “Prorated Amount” of Executive’s award in respect of such Performance Period
means an amount equal to the portion of such cash-based award which bears the same ratio to
the amount of such award as the portion of such Performance Period that expired immediately
before the Termination Date bears to the entire period of such Performance Period.
Notwithstanding the foregoing, in the event that Executive’s Termination of Employment
occurs after December 31, 2009, then Executive shall not be entitled to any of the amounts
set forth in this Subsection.




(f)   Health Insurance. Subject to the provisions of the last sentence of this
Subsection, during the Severance Compensation Period, the Company will reimburse Executive
in cash monthly in an amount equal to Executive’s after-tax cost actually incurred by
Executive to maintain health insurance coverage from commercial sources that is comparable
to the health care coverage Executive last elected as an employee for himself, his spouse
and dependents under the Company’s health care plan covering Executive. The aggregate
premium 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. All reimbursements under this provision shall be made no later than the last day
of the calendar year following the calendar year in which the expense was incurred, and all
requests for reimbursement must be made by the Executive no later than 15 days before that
date in order to be eligible for reimbursement hereunder. Notwithstanding the foregoing,
the COBRA health care continuation coverage (“COBRA Coverage”) period under Section
4980B of the Code shall begin on the Termination Date and continue to run concurrently with
the Severance Compensation Period, and the Company shall pay the same portion of the cost of
COBRA Coverage as it pays for the same level and type of coverage for similarly situated
active employees in lieu of reimbursement of alternative commercially available comparable
coverage during the COBRA health care continuation coverage period. If at any time during
the Severance Compensation Period similar health insurance coverage shall become available
to Executive in connection with Executive’s employment by another employer, Executive will
advise the Company, and the Company may terminate the COBRA Coverage subsidy and/or payments
provided by the Company pursuant to this Subsection, effective on the date when Executive
has the opportunity to be covered by such other health insurance coverage.




(g)   Life and Accident Insurance. Subject to (i) the provisions of the last
sentence of this Subsection and (ii) 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 (other than any limitation or exclusion classifying former employees as
ineligible for participation), (A) 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, and (B) 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. If at any time during the Insurance Benefits Period similar life or
accident insurance coverage shall become available to Executive in connection with
Executive’s employment by another employer, Executive will advise the Company, and the
Company may terminate the corresponding life or accident coverage provided by the Company
pursuant to this Subsection, effective on the date when Executive has the opportunity to be
covered by such other insurance.




(h)   Stock Options. Any stock options (the “Stock Options”) granted to
Executive pursuant to an Equity Compensation Plan which are not exercisable as of the
Termination Date shall expire on the Termination Date. Any Stock Options that are
exercisable as of the Termination Date shall expire on the date that is three months
following the Termination Date.




12.   Compensation upon Termination Following a Change of Control. Subject to
the terms of Sections 16-19, in the event of a Termination Following a Change of Control,
Executive will receive from the Company the following payments and benefits in addition to
the payments and benefits provided in Section 11 of this Agreement:




(a)   Bonus. If under any Bonus Plan no cash award shall have been granted to
Executive for the last Performance Period ended before the Year of Termination, on the
Commencement Date Executive will receive a lump sum amount equal to the sum of the Target
Awards under each such Bonus Plan which would have been payable to Executive for such
Performance Period.




(b)   LTI Awards. On each of the six month, eighteen month and thirty month
anniversaries of the Commencement Date, Executive will receive an amount equal to the Target
Award for the LTI Award for the Performance Period scheduled to end on the last day of the
Year of Termination. Notwithstanding the foregoing, in the event that Executive’s
Termination of Employment occurs after December 31, 2009, then Executive shall not be
entitled to any of the amounts set forth in this Subsection.




(c)   Deferred Compensation Plan. On the Commencement Date, Executive shall
receive a lump sum cash payment equal to the sum of the Employer Non-Elective Contributions
with which Employee would have been credited under the Teleflex Incorporated Deferred
Compensation Plan (“Deferred Compensation Plan”) for each of the next three plan
years following the plan year which includes in the Termination Date, assuming that
Executive’s “Compensation” and “Bonus,” as those terms are defined in the Deferred
Compensation Plan, for each of the three plan years immediately following the plan year
which includes the Termination Date are the same as Executive’s Compensation and Bonus for
the plan year which includes the Termination Date.




(d)   Outplacement. Beginning on the Termination Date and ending on the earlier
of the last day of the second calendar year beginning after the Year of Termination or the
first date Executive is employed by another employer, the Company shall reimburse Executive
for the cost of outplacement assistance services, up to a maximum of $20,000, which 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 1 of the calendar year
after the calendar year in which the expense was incurred.




(e)   Automobile. If the Executive was provided with the use of an automobile
or a cash allowance therefor as of the Termination Date, the Company will provide Executive
with a monthly vehicle allowance equal to what it would cost Executive to lease the vehicle
utilized by the Executive immediately prior to his Termination Date, calculated by assuming
that the lease is a three-year closed-end lease, for the Severance Compensation Period. The
Company shall pay Executive the vehicle allowance as follows: (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.




(f)   Acceleration of Vesting of Stock Options and Restricted Stock. All Stock
Options, restricted stock awards and similar equity compensation awards now held by
Executive, or hereafter granted to Executive pursuant to any Equity Compensation Plan, which
are outstanding at the Termination Date and have not theretofore become exercisable in full
(in the case of Stock Options) or non-forfeitable (in the case of restricted stock) will
become exercisable in full or cease to be subject to the possibility of forfeiture, as
applicable, on the Termination Date. Notwithstanding the terms of any other agreement to
the contrary, the Board will take action to amend all Stock Options and restricted stock
awards now held by Executive to provide for the foregoing acceleration of vesting, and the
Board will include such a provision in the terms of all Stock Options and restricted stock
awards granted to Executive hereafter. Any Stock Options not exercised by Executive prior to
the Termination Date, whether or not exercisable prior to the Termination Date, shall expire
on the date that is three months following the Termination Date.



13.   Limitations on Certain Payments



(a)   Anything in this Agreement to the contrary notwithstanding, if a Change of Control
occurs and it is determined that any payment or distribution by the Company to or for the benefit
of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within
the meaning of Section 280G of the Code, then, if the aggregate present value of such Payments
exceeds 2.99 times Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code (the
“Executive Base Amount”), the amounts constituting “parachute payments” which would
otherwise be payable to or for the benefit of Executive shall be reduced to the extent necessary so
that such “parachute payments” are equal to 2.99 times the Executive Base Amount (the “Reduced
Amount”); provided that such amounts shall not be so reduced if the Executive
determines, based upon the advice of the Accounting Firm (as defined below), that without such
reduction Executive would be entitled to receive and retain, on a net after tax basis (including,
without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is
greater than the amount, on a net after tax basis, that the Executive would be entitled to retain
upon his receipt of the Reduced Amount.



(b)   If the determination made pursuant to Section 13(a) results in a reduction of the
Payments that would otherwise be paid to Executive except for the application of Section 13(a),
then the reduction shall occur in the following order: reduction of cash payments; cancellation of
accelerated vesting of equity-based awards (if applicable); reduction of employee benefits. In the
event that acceleration of vesting of equity-based awards is to be reduced, such acceleration of
vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity-based
award.



(c)   All determinations to be made under this Section 13 shall be made by the Company’s
independent public accountants immediately prior to the Change of Control or by another independent
public accounting firm mutually selected by the Company and Executive before the date of the Change
of Control (the “Accounting Firm”), which firm shall provide its determinations and any
supporting calculations both to the Company and Executive within 20 days after the Termination
Date. Any such determination by the Accounting Firm shall be binding upon the Company and
Executive.



(d)   All of the fees and expenses of the Accounting Firm in performing the determinations
referred to in this Section 13 shall be borne solely by the Company. The Company agrees to
indemnify and hold harmless the Accounting Firm from any and all claims, damages and expenses
resulting from or relating to its determinations pursuant to this Section 13, except for claims,
damages or expenses resulting from the gross negligence or willful misconduct of the Accounting
Firm.



(e)   As a result of the uncertainty in the application of Section 280G of the Code at the
time of a determination hereunder, it is possible that payments will be made by the Company which
should not have been made under this Section 13 (“Overpayment”) or that additional payments
which are not made by the Company under this Section 13 should have been made
(“Underpayment”). In the event that there is a final determination by the Internal Revenue
Service, or a final determination by a court of competent jurisdiction, that an Overpayment has
been made, any such Overpayment shall be treated for all purposes as a loan to Executive which
Executive shall repay to the Company together with interest at the applicable Federal rate provided
for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the
Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in
the provisions of the Code or regulations pursuant to which an Underpayment arises under this
Agreement, any such Underpayment shall be promptly paid by the Company to or for the benefit of
Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2)
of the Code.




14.   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 11(f) and (g).




15.   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; provided that Executive shall have no rights under any
other such agreement or Plan to receive severance pay, medical continuation coverage or
similar compensation and benefits payable hereunder upon a Termination of Employment.




16.   Executive’s General Release and Resignation from Board of Directors. As a
condition to the obligations of the Company to make any payments or provide any benefits
pursuant to Sections 11 and 12 (other than Section 11(a)), the Company shall have received
from Executive not later than the fifteenth business day following the Termination Date his
written resignation from the Board and as an officer and director of the Company and all of
its Affiliates and a general release in substantially the form of Exhibit A executed by
Executive (the “Release”), and Executive shall not thereafter revoke the Release. No
payments or other benefits shall be made or provided under this Agreement (including
acceleration of exercisability of Stock Options or vesting of restricted stock) before the
expiration of the seven-day revocation period described in Section 7 of the Release. In any
case, if Executive fails to resign from the Board or fails to execute, or if Executive
revokes, the Release, no payments or benefits shall thereafter be made or provided to
Executive pursuant to Sections 11 or 12, and Executive shall be required to reimburse to the
Company any payments or benefits (including the amount of income recognized with respect to
any Stock Options or restricted stock for which exercisability or vesting was accelerated)
received by Executive pursuant to this Agreement, but Executive’s obligations pursuant to
Sections 17 and 18 shall continue in force.




17.   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 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.




18.   Restrictive Covenants.



(a)   Covenant Not to Compete.




(i)   Executive agrees that, during the Severance Compensation 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 any of those business activities, and in any
geographic areas, in which the Company is engaged or has been engaged in the
preceding 12 months (a “Competing Business”).




(ii)   Notwithstanding the restrictions set forth in Section 18(a)(i), during
the Severance Compensation Period, Executive may acquire solely as an investment not
more than 2% of any class of securities of an entity engaged in a Competing Business
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 and
does not become engaged as a director, officer, employee or manager of such entity
or otherwise involved in the day to day operations of such entity and Executive may
engage in the activity described on Exhibit B on the terms and conditions set forth
therein.




(b)   Hiring of Employees. During the Severance Compensation 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
180-day period prior to the Termination Date was an employee of the Company.




(c)   Non-Solicitation. Executive hereby agrees that, during the Severance
Compensation Period, Executive will not directly or indirectly call on or solicit for the
purpose of selling services or products of a type offered by the Company or divert or take
away from the Company (including, by divulging any identity 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 12 month period prior to the Termination Date had been, a customer of the
Company or whose identity is known to Executive at the Termination Date as one whom the
Company intends to solicit within the succeeding year.




(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.




19.   Equitable and Other Relief; Consent to Jurisdiction of Pennsylvania
Courts.



(a)   Executive acknowledges that the restrictions contained in Sections 17 and 18 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 material violation of any provision of that such Sections 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 Sections 17 or
18, 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 Sections 11 and 12 may be automatically
ceased in the event of a material breach of a covenant contained in Sections 17 or 18, 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 17 or 18 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 25 for the giving of notices.




20.   Arbitration of Disputes. If the Company and Executive cannot agree on the
interpretation or enforcement of one or more provisions of this Agreement (including whether
a material breach has occurred under Subsection 19(b)), such disagreement shall be resolved
by an arbitrator, mutually agreeable to the Company and Executive, within 60 days after
either party notifies the other of such disagreement. If the Company and Executive cannot
mutually agree on a single arbitrator, each of the Company and Executive shall together
choose an arbitrator and the two arbitrators so chosen shall choose a third neutral
arbitrator. The decision of the arbitrator(s) shall be rendered within the initial 60-day
period described above and shall be final.




21.   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 1st
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 the Executive’s right to have the Company reimburse the payment of such
expenses may not be liquidated or exchanged for any other benefit.




22.   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 11(f), 11(g) and 12(e) and Section 13.




23.   No Set-Off. Except as provided in Sections 14 and 19(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.




24.   Successor Company. The Company shall require any successor or successors
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form and
substance satisfactory to Executive, to acknowledge expressly that this Agreement is binding
upon and enforceable against the Company in accordance with the terms hereof, and to become
jointly and severally obligated with the Company to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such
succession or successions had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this Agreement
unless, upon written request by Executive, the Company obtains such agreement within 60 days
following such request. As used in this Agreement, the Company shall mean the Company as
herein before defined and any such successor or successors to its business or assets,
jointly or severally.




25.   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 and Board of Directors



If to Executive, to:


Jeffrey P. Black


At the most recent address furnished to the Company.




26.   Governing Law. 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.




27.   Parties in Interest. This Agreement, including specifically the covenants
of Sections 17 and 18, will be binding upon and inure to the benefit of the parties and
their respective heirs, successors and assigns.




28.   Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the employment of Executive and the right of Executive to
receive severance compensation upon the termination of his Employment, and supersedes any
prior agreements or understandings between the parties relating to the subject matter of
this Agreement, including but not limited to the Executive Change in Control Agreement dated
June 21, 2005 between the parties and the Prior Agreement.




29.   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 his Termination of Employment
comply with Code Section 409A. If Executive or the Company believes, at any time, that any
of such benefits or rights do 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 does comply with the most limited economic effect on both the Executive and the
Company.




30.   Compliance with IRC Section 409A. Notwithstanding anything herein to the
contrary, (i) if at the time of Executive’s termination of employment with the Company
Executive is a “specified employee” as defined in Section 409A of the Code and the deferral
of the commencement of any payments or benefits otherwise payable hereunder or pursuant to
any other agreement with the Company as a result of such termination of employment is
necessary in order to prevent any accelerated or additional tax under Section 409A of the
Code, then the Company will defer the commencement of the payment of any such payments or
benefits hereunder (without any reduction in such payments or benefits ultimately paid or
provided to Executive) until the date that is six months following Executive’s termination
of employment with the Company (or the earliest date as is permitted under Section 409A of
the Code without any accelerated or additional tax) and (ii) if any other payments of money
or other benefits due to Executive hereunder could cause the application of an accelerated
or additional tax under Section 409A of the Code, such payments or other benefits shall be
deferred if deferral will make such payment or other benefits compliant under Section 409A
of the Code, or otherwise such payment or other benefits shall be restructured, to the
extent possible, in a manner, determined by the Board, that is reasonably expected not to
cause such an accelerated or additional tax. The Company shall consult with Executive in
good faith regarding the implementation of the provisions of this Section 30;
provided that neither the Company nor any of its employees or representatives shall
have any liability to Executive with respect thereto. For purposes of Section 409A of the
Code, each payment made under this Agreement shall be designated as a “separate payment”
within the meaning of the Section 409A of the Code, and references herein to Executive’s
“termination of employment” shall refer to Executive’s separation from service with the
Company within the meaning of Section 409A. To the extent any reimbursements or in-kind
benefits due to Executive under this Agreement constitute “deferred compensation” under
Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to
Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).




31.   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.”




32.   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.



EXECUTED as of March 26, 2009.



TELEFLEX INCORPORATED



By: /s/ Laurence G. Miller

Name: Laurence G. Miller

Title: Executive Vice President,

General Counsel and Secretary







/s/ Jeffrey P. Black

Jeffrey P. Black