exv10w3



  


Exhibit 10.3




TELEFLEX INCORPORATED

DEFERRED COMPENSATION PLAN




Amended and Restated Effective January 1, 2009




 









 


  


TABLE
OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS AND GENERAL PROVISIONS
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	(a) Account
	 	 	1	 
	(b) Administrative Committee
	 	 	1	 
	(c) Beneficiary
	 	 	1	 
	(d) Board
	 	 	1	 
	(e) Bonus
	 	 	1	 
	(f) Change of Control
	 	 	1	 
	(g) Code
	 	 	2	 
	(h) Committee
	 	 	2	 
	(i) Compensation
	 	 	2	 
	(j) Corporation
	 	 	3	 
	(k) Director
	 	 	3	 
	(l) Effective Date
	 	 	3	 
	(m) Eligible Employee
	 	 	3	 
	(n) Employee
	 	 	3	 
	(o) ERISA
	 	 	3	 
	(p) Employer
	 	 	3	 
	(q) Exchange Act
	 	 	3	 
	(r) Participant
	 	 	3	 
	(s) Performance-Based
	 	 	3	 
	(t) Plan
	 	 	4	 
	(u) Plan Year
	 	 	4	 
	(v) Qualified Plan
	 	 	4	 
	(w) Reporting Person
	 	 	4	 
	(x) Separation from Service or Separate from Service
	 	 	4	 
	(y) Shares
	 	 	5	 
	(z) Specified Employee
	 	 	5	 
	(aa) Total Disability or Totally Disabled
	 	 	5	 
	(bb) Unforeseeable Emergency
	 	 	5	 
	1.2 General Provisions
	 	 	5	 






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TABLE
OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	ARTICLE II PARTICIPATION AND COMPENSATION DEFERRALS
	 	 	5	 
	2.1 Eligibility
	 	 	5	 
	2.2 Director Compensation Deferrals
	 	 	6	 
	(a) Initial Election
	 	 	6	 
	(b) Annual Election
	 	 	6	 
	(c) Election Procedure
	 	 	6	 
	2.3 Eligible Employee Compensation Deferrals
	 	 	6	 
	(a) Initial Election
	 	 	6	 
	(b) Annual Election
	 	 	6	 
	(c) Election Procedure
	 	 	7	 
	2.4 Deferral of Equity-Based Compensation
	 	 	7	 
	(a) Restricted Stock and Restricted Stock Units
	 	 	7	 
	(b) Dividends and Stock Splits
	 	 	8	 
	2.5 Additional Rules Relating to Deferral Elections
	 	 	8	 
	(a) Irrevocable Elections
	 	 	8	 
	(b) Permitted Deferral Amount
	 	 	8	 
	(c) Automatic Suspension
	 	 	9	 
	2.6 Employer Matching Contributions
	 	 	9	 
	2.7 Employer Non-Elective Contributions
	 	 	9	 
	2.8 Prior Plan Credits
	 	 	10	 
	2.9 Deferred Benefits
	 	 	10	 
	2.10 Eligibility List; Suspension of Active Participation
	 	 	10	 
	2.11 Termination of Participation
	 	 	10	 
	2.12 Participation by Other Employers
	 	 	10	 
	2.13 Reemployed or Transferred Participants
	 	 	11	 
	ARTICLE III  VESTING
	 	 	11	 
	3.1 Vesting
	 	 	11	 
	3.2 Confidentiality and Non-Competition Agreement
	 	 	12	 
	ARTICLE IV  ACCOUNTS AND INVESTMENTS
	 	 	12	 
	4.1 Record of Account
	 	 	12	 
	4.2 Investments
	 	 	13	 
	4.3 Special Rules Applicable to Investments in Shares
	 	 	13	 






-ii-









 


  


TABLE
OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	ARTICLE V  DISTRIBUTIONS
	 	 	15	 
	5.1 Time of Payment
	 	 	15	 
	5.2 Form of Payment
	 	 	15	 
	5.3 Changing the Time and/or Form of Payment
	 	 	16	 
	5.4 Distribution upon Death
	 	 	16	 
	5.5 Special Rules for Prior Plan Credits
	 	 	16	 
	5.6 Lump Sum Distribution of Small Amounts or upon a Change of Control
	 	 	17	 
	5.7 Withdrawals for Unforeseeable Emergency
	 	 	17	 
	5.8 Acceleration of Payment
	 	 	17	 
	(a) Domestic Relations Order
	 	 	17	 
	(b) Employment Taxes
	 	 	18	 
	(c) Payment of State, Local or Foreign Taxes
	 	 	18	 
	(d) Income Inclusion under Code Section 409A
	 	 	18	 
	(e) Certain Offsets
	 	 	18	 
	(f) Bona fide disputes as to a right to a payment
	 	 	18	 
	(g) Plan termination or liquidation
	 	 	18	 
	(h) Other Permissible Reasons
	 	 	18	 
	5.9 Delay of Payment
	 	 	19	 
	(a) Specified Employees
	 	 	19	 
	(b) Compensation Deduction Limits
	 	 	19	 
	(c) Federal Securities Laws or Other Applicable Law
	 	 	19	 
	(d) Bona Fide Business Concerns
	 	 	19	 
	(e) Objective, Nondiscretionary Formula
	 	 	19	 
	(f) Disputed Payments or the Employer’s Refusal to Pay
	 	 	19	 
	5.10 Assignment and Assumption of Liabilities
	 	 	20	 
	ARTICLE VI  PLAN ADMINISTRATION
	 	 	20	 
	6.1 Administration
	 	 	20	 
	6.2 Administrative Committee
	 	 	20	 
	6.3 Statement of Participant’s Account
	 	 	21	 
	6.4 Filing Claims
	 	 	21	 
	6.5 Notification to Claimant
	 	 	21	 
	6.6 Review Procedure
	 	 	22	 






-iii-









 


  


TABLE
OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	6.7 Payment of Expenses
	 	 	22	 
	ARTICLE VII  AMENDMENT AND TERMINATION
	 	 	22	 
	7.1 Amendment
	 	 	22	 
	7.2 Termination
	 	 	22	 
	ARTICLE VIII  MISCELLANEOUS PROVISIONS
	 	 	22	 
	8.1 Employment Relationship
	 	 	22	 
	8.2 Facility of Payments
	 	 	23	 
	8.3 Funding
	 	 	23	 
	8.4 Anti-Assignment
	 	 	24	 
	8.5 Unclaimed Interests
	 	 	24	 
	8.6 References to Code, Statutes and Regulations
	 	 	24	 
	8.7 Liability
	 	 	24	 
	8.8 Tax Consequences of Compensation Reductions
	 	 	24	 
	8.9 Corporation as Agent for Related Employers
	 	 	24	 
	8.10 Governing Law; Severability
	 	 	24	 
	8.11 Taxes
	 	 	25	 







-iv-









 


  





TELEFLEX INCORPORATED

DEFERRED COMPENSATION PLAN




     Teleflex Incorporated, a Delaware corporation (“Corporation”), previously adopted and
maintains the Teleflex Incorporated Deferred Compensation Plan (“Plan”) to provide a deferred
compensation arrangement for the members of its Board of Directors and a select group of management
or highly compensated employees of the Corporation and of its affiliated entities which participate
in this Plan with the consent of the Corporation. The Plan is intended to be an unfunded,
nonqualified deferred compensation arrangement as provided under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and to satisfy the requirements of a “top hat” plan
thereunder and under Labor Regulation Section 2520.104-23.



     The Plan was originally effective January 1, 1995. The Plan was amended and restated
effective January 1, 1999. The Plan was further amended effective January 1, 2003. The Plan is
hereby amended and restated effective as of January 1, 2009. This amended and restated Plan is
intended to comply with the requirements of The American Jobs Creation Act of 2004 (“AJCA”),
Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and final regulations and
other rulings issued by the Internal Revenue Service (“IRS”) thereunder.



ARTICLE I

DEFINITIONS AND GENERAL PROVISIONS




     1.1 Definitions. Unless the context requires otherwise, the terms defined in this
Section shall have the meanings set forth below. When the defined meaning is intended, the term is
capitalized:



          (a) Account. The bookkeeping account described in Section 4.1 under which
contributions and earnings are credited on behalf of a Participant.



          (b) Administrative Committee. The Financial Benefit Plans Committee or such other
committee appointed by the Committee or the Board to oversee the administration of the Plan, or any
successor thereto.



          (c) Beneficiary. The person(s) entitled to receive any distribution hereunder upon
the death of a Participant. The Beneficiary for benefits payable under this Plan shall be the
beneficiary designated by the Participant in accordance with procedures established by the
Administrative Committee as of the Participant’s date of death, or, in the absence of any such
designation, the Participant’s estate.



          (d) Board. The Board of Directors of the Corporation or the Compensation Committee
thereof.



          (e) Bonus. An amount paid or payable by the Employer to an Eligible Employee for a
Plan Year that is not part of the Eligible Employee’s base salary, wages or commissions and that is
either Performance-Based, paid in the discretion of the Employer, or payable based on some criteria
other than hours worked.



          (f) Change of Control.




     (1) Any “person” (as such term is used in Sections 13(d) or 14(d) of the
Exchange Act) (other than the Corporation, any majority controlled subsidiary



 









 


  




of the Corporation, or the fiduciaries of any Corporation 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 Corporation then outstanding and entitled to vote generally in the
election of Directors of the Corporation; provided, however, that no Change of
Control shall occur upon the acquisition of securities directly from the
Corporation;




     (2) 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 Corporation’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 Corporation;




     (3) Consummation of (i) a merger, consolidation or reorganization of the
Corporation, 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 Corporation 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 Corporation, or
(iii) a sale or other disposition of all or substantially all of the assets of the
Corporation, 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 Corporation immediately before such sale or other disposition; or




     (4) Consummation of any other transaction determined by resolution of the Board
to constitute a Change of Control.



          (g) Code. The Internal Revenue Code of 1986, as amended from time to time.



          (h) Committee. The Teleflex Incorporated Benefits Policy Committee or any successor
thereto.



          (i) Compensation. Amounts paid or payable by the Employer to an Eligible Employee for
a Plan Year which are includable in income for federal tax purposes, including base salary and
variable compensation in the form of commissions (except as otherwise provided herein).
Notwithstanding the foregoing, the following amounts are excluded from Compensation: (1) other
cash or non-cash compensation, expense reimbursements or other benefits or contributions by the
Corporation to any other employee benefit plan, other than pre-



2









 


  




tax salary deferrals into the Qualified Plan or any Code Section 125 plan sponsored by the
Corporation or any of its affiliates; (2) any Bonus; (3) amounts realized (A) from the exercise of
a stock option, (B) when restricted stock (or property) held by a Participant either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture, (C) when the Shares
underlying RSUs are payable to a Participant, or (D) from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and (4) any amounts that are required to be
withheld from a Participant’s wages from the Corporation pursuant to Code Section 3102 to satisfy
the Participant’s tax obligations under Code Section 3101. With respect to Directors,
“Compensation” means the retainer fee paid for service as a member of the Board.



          (j) Corporation. Teleflex Incorporated or any successor thereto.



          (k) Director. A member of the Board of Directors of the Corporation.



          (l) Effective Date. January 1, 2009, the date this amendment and restatement of the
Plan is effective.



          (m) Eligible Employee. Any Employee who is (1) among a select group of management or
highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA), and (2) designated by the Corporation as eligible to make contributions under Article II of
the Plan in accordance with eligibility criteria established from time to time by the
Administrative Committee, the Committee or the Board.



          (n) Employee. Any person who, on or after the Effective Date, is receiving
remuneration for personal services rendered to an Employer (or who would be receiving such
remuneration except for an authorized leave of absence).



          (o) ERISA. The Employee Retirement Income Security Act of 1974, as amended from time
to time.



          (p) Employer. The Corporation and any affiliate thereof or successor thereto which
adopts and participates in the Plan.



          (q) Exchange Act. The Securities Exchange Act of 1934, as amended



          (r) Participant. Any Director and/or Eligible Employee who meets the eligibility
requirements for participation in the Plan as set forth in Article II and who earns benefits under
the Plan.



          (s) Performance-Based. A Bonus or other payment of Compensation is Performance-Based
if the amount of the payment or the entitlement thereto is contingent on the satisfaction of
organizational or individual performance criteria relating to a performance period of at least
twelve (12) consecutive months. The organizational or individual performance criteria shall be
established in writing no later than 90 days after the beginning of the period of service to which
the criteria relate and the outcome must be substantially uncertain at the time the criteria are
established. Notwithstanding the above, a Performance-Based Bonus may be based on subjective
performance criteria, provided that:



3









 


  



     (1) The subjective performance criteria are bona fide and relate to the
performance of the Participant, a group of service providers that includes the
Participant, or a business unit for which the Participant provides services (which
may include the entire organization); and




     (2) The determination that any subjective performance criteria have been met is
not made by the Participant or a family member of the Participant (as defined in
Code Section 267(c)(4) applied as if the family of an individual includes the spouse
of any member of the family) or a person under the effective control of the
Participant or such a family member, and no amount of the Bonus of the person making
such determination is effectively controlled in whole or in part by the Participant
or such a family member.



          (t) Plan. The Teleflex Incorporated Deferred Compensation Plan, as set forth herein,
and as such may be amended from time to time hereafter.



          (u) Plan Year. The fiscal year of the Plan, which is the 12 consecutive month period
beginning January 1 and ending December 31.



          (v) Qualified Plan. The Teleflex 401(k) Savings Plan, as amended from time to time.



          (w) Reporting Person. An Eligible Employee and/or Director who is subject to Section
16 of the Exchange Act.



          (x) Separation from Service or Separate from Service. An Eligible Employee separates
from service with the Employer if the Eligible Employee dies, retires or otherwise has a
termination of employment with the Employer. Whether a termination of employment has occurred is
determined based on whether the facts and circumstances indicate that the Employer and the Eligible
Employee reasonably anticipated that no further services would be performed after a certain date or
that the level of bona fide services the Eligible Employee would perform after such date (as an
Employee or 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
the full period in which the Eligible Employee provided services to the Employer if the Eligible
Employee has been providing services for less than 36 months). An Eligible Employee will not be
deemed to have experienced a Separation from Service if such Eligible Employee is on military
leave, sick leave, or other bona fide leave of absence, to the extent such leave does not exceed a
period of six months or, if longer, such longer period of time during which a right to
re-employment is protected by either statute or contract. If the period of leave exceeds six
months and the individual does not retain a right to re-employment under an applicable statute or
by contract, the employment relationship is deemed to terminate on the first date immediately
following such six-month period. In the case of a Director, a Separation from Service occurs upon
the termination of the Director’s service on the Board, provided, however, that a Director who is
also providing services to the Employer as an independent contractor, does not have a Separation
from Service until he has separated from service both as a Director and as an independent
contractor. If an Eligible Employee provides services both as an Employee and as a member of the
Board, the services provided as a Director are generally not taken into account in determining
whether the Eligible Employee has a Separation from Service as an Employee for purposes of the
Plan, in accordance with final regulations under Code Section 409A.



4









 


  


          (y) Shares. The common shares, $1.00 par value, of the Corporation.



          (z) Specified Employee. An Employee who, as of the date of the Employee’s Separation
from Service, is a key employee of the Employer. An Employee is a key employee if he meets the
requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the
regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month
period ending on a “Specified Employee Identification Date.” The Specified Employee
Identification Date is August 31 of each calendar year. If an Employee is a key employee as of a
Specified Employee Identification Date, the Employee is treated as a key employee for the entire
12-month period beginning on the “Specified Employee Effective Date.” The Specified
Employee Effective Date is January 1 of each calendar year.



          (aa) Total Disability or Totally Disabled. For purposes of the Plan, a Participant
has a Total Disability or is Totally Disabled if the Participant qualifies for either a Social
Security disability benefit or disability benefits under the Corporation’s long-term disability
program for a period of at least three months.



          (bb) Unforeseeable Emergency. An unforeseeable emergency is a severe financial
hardship to the Participant resulting from:




     (1) An illness or accident of the Participant or the Participant’s spouse,
Beneficiary, or dependent;




     (2) Loss of the Participant’s property due to casualty, including the need to
rebuild a home following damage to a home not otherwise covered by insurance, for
example, not as a result of a natural disaster; or




     (3) Other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, including imminent
foreclosure of or eviction from the Participant’s primary residence, the need to pay
for medical expenses, including non-refundable deductibles, the cost of prescription
drugs, and the need to pay for funeral expenses of a spouse, Beneficiary, or
dependent.



     The Administrative Committee shall have the power to determine whether a Participant has
experienced an Unforeseeable Emergency.



     1.2 General Provisions. The masculine wherever used herein shall include the
feminine; singular and plural forms are interchangeable. Certain terms of more limited application
have been defined in the provisions to which they are principally applicable. The division of the
Plan into Articles and Sections with captions is for convenience only and is not to be taken as
limiting or extending the meaning of any of its provisions.



ARTICLE II

PARTICIPATION AND COMPENSATION DEFERRALS




     2.1 Eligibility. Any Director or Eligible Employee shall become a Participant on the
date determined by the Corporation in its sole discretion. In order to receive a benefit under the
Plan, however, a Participant must also meet the requirements of Sections 2.2, 2.3, 2.4, and/or 2.5.



5









 


  


     2.2 Director Compensation Deferrals.



          (a) Initial Election. A Participant who is a Director may elect to defer receipt of
any whole percentage (2% minimum to 100% maximum) of his Compensation payable during that Plan Year
within 30 days of first becoming eligible to participate in the Plan.



          (b) Annual Election. Prior to the beginning of a Plan Year or at such other time as
may be required or permitted by regulations issued under Code Section 409A, a Participant who is a
Director that is entitled to receive Compensation from the Corporation for service on the Board may
elect to defer receipt of any whole percentage (2% minimum to 100% maximum) of his Compensation
payable during that Plan Year.



          (c) Election Procedure. In order to make an election under (a) or (b), above, a
Participant must execute or acknowledge a Compensation deferral election form, or otherwise agree
to defer some of his Compensation in accordance with such other procedures, including electronic
enrollment, as are established by the Administrative Committee from time to time. A Participant’s
Compensation deferral election form shall be maintained by or on behalf of the Administrative
Committee. An initial deferral election must be executed, acknowledged, filed or submitted
electronically within 30 days of the date the Participant first becomes eligible to participate in
the Plan, and all subsequent deferral elections must be executed, acknowledged, filed or submitted
electronically in advance of the beginning of the Plan Year during which the Compensation to be
deferred is expected to be earned, or at such other time as may be required or permitted by
regulations issued under Code Section 409A. Employer Matching Contributions, if any, will not be
made with respect to amounts deferred pursuant to this Section 2.2.



     2.3 Eligible Employee Compensation Deferrals.



          (a) Initial Election. A Participant who is an Eligible Employee may elect to defer
receipt of any whole percentage (2% minimum up to 100% maximum (50% prior to January 1, 2009)) of
his Compensation, or such lesser amount the Administrative Committee determines is appropriate to
take into account all required withholding obligations, within 30 days of first becoming eligible
to participate in the Plan. A Participant who is an Eligible Employee may make a separate election
to defer receipt of no less than 10% and no more than 100% (75% prior to January 1, 2009) of his
Bonus, or such lesser amount the Administrative Committee determines is appropriate to take into
account all required withholding obligations, within 30 days of first becoming eligible to
participate in the Plan.



          (b) Annual Election. A Participant who is an Eligible Employee may elect to defer
receipt of:




     (1) Any whole percentage (2% minimum up to 100% maximum (50% prior to January
1, 2009)) of his Compensation, or such lesser amount the Administrative Committee
determines is appropriate to take into account all required withholding obligations,
prior to the beginning of a Plan Year or at such other time as may be required or
permitted by regulations issued under Code Section 409A; and/or



6









 


  



     (2) No less than 10% and no more than 100% (75% prior to January 1, 2009) of
his Bonus, or such lesser amount the Administrative Committee determines is
appropriate to take into account all required withholding obligations:




     (i) For a Performance-Based Bonus, no later than six (6) months before
the end of the twelve (12)-month performance period for which the
Performance-Based Bonus is awarded or at such other time as may be required
or permitted by regulations issued under Code Section 409A, provided that in
no event may an election to defer a Performance-Based Bonus be made after
such Bonus has become readily ascertainable within the meaning of Code
Section 409A.




     (ii) If the Bonus is not a Performance-Based Bonus, prior to the
beginning of the Plan Year during which such Bonus is expected to be earned
or at such other time as may be required or permitted by regulations issued
under Code Section 409A.



          (c) Election Procedure. In order to make an election under (a) or (b), above, a
Participant must execute or acknowledge a Compensation and/or Bonus deferral election form, or
otherwise agree to defer some of his Compensation and/or Bonus in accordance with such other
procedures, including electronic enrollment, as are established by the Administrative Committee
from time to time. A Participant’s Compensation and/or Bonus deferral election form shall be
maintained by or on behalf of the Administrative Committee. An initial deferral election under (a)
must be executed, acknowledged, filed or submitted electronically within 30 days of the date the
Participant first becomes eligible to participate in the Plan, and all subsequent deferral
elections under (b)(1) and/or (b)(2)(ii) must be executed, acknowledged, filed or submitted
electronically in advance of the beginning of the Plan Year during which the Compensation and/or
Bonus to be deferred is expected to be earned, or at such other time as may be required or
permitted by regulations issued under Code Section 409A. A deferral election under (b)(2)(i) must
be executed, acknowledged, filed or submitted electronically no later than six (6) months before
the end of the 12-month performance period for which the Performance-Based Bonus is awarded, or at
such other time as may be required or permitted by regulations issued under Code Section 409A.



     2.4 Deferral of Equity-Based Compensation.



          (a) Restricted Stock and Restricted Stock Units. Prior to the beginning of a Plan
Year in which a restricted stock award or restricted stock unit (“RSU”) award may be made by the
Corporation’s Board under the Teleflex Incorporated 2000 Stock Compensation Plan, Teleflex
Incorporated 2008 Stock Incentive Plan, or any other stock compensation plan in effect from time to
time or subsequently adopted by the Corporation (collectively, the “Stock Plan”), or at such other
time as may be required or permitted by regulations issued under Code Section 409A, a Participant
who is potentially eligible to receive such an award in such year may elect under this Plan to
defer receipt of any whole number of shares (10% minimum to 100% maximum) underlying the restricted
stock or RSU award by executing or acknowledging a deferral election form or otherwise agreeing to
defer some or all of the shares under the award in accordance with such other procedures, including
electronic enrollment, as are established by the Administrative Committee from time to time. A
Participant’s deferral election form shall be maintained by or on behalf of the Administrative
Committee. Any rule under the Stock Plan



7









 


  




relating to risk of forfeiture of shares or RSUs awarded under the Stock Plan shall continue
to apply to any portion of an award the receipt of which is deferred under this Plan. Employer
Matching Contributions, if any, will not be made with respect to amounts deferred pursuant to this
Section 2.4(a).



          (b) Dividends and Stock Splits. One hundred percent (100%) of any cash dividends
and/or cash dividend-equivalents and any cash paid in lieu of fractional shares, that are vested
and payable with respect to shares and/or RSUs, respectively, deferred under Section 2.4(a), above,
shall automatically be deferred under this Plan and held and paid under the Plan, in the same
manner as the underlying deferred shares and/or RSUs. Similarly, unless the Administrative
Committee determines otherwise, stock dividends and stock splits and/or stock dividend-equivalents
and stock split-equivalents paid with respect to deferred shares and/or RSUs, respectively, shall
also automatically be deferred and held and paid under the Plan, in the same manner as the
underlying deferred shares and/or RSUs. Employer Matching Contributions, if any, will not be made
with respect to amounts deferred pursuant to this Section 2.4(b).



     2.5 Additional Rules Relating to Deferral Elections.



          (a) Irrevocable Elections. In all cases, a Participant’s election under Sections 2.2,
2.3, and/or 2.4 shall be made prior to the time any of the Compensation, Bonus, or equity-based
compensation covered by such election is to be earned by such Participant. Elections to defer
under Sections 2.2, 2.3, and/or 2.4 shall be irrevocable with respect to the Compensation, Bonus,
or equity-based compensation to which they apply and may be amended, revoked or suspended by the
Participant only effective as of the January 1st following the amendment, revocation or
suspension in accordance with procedures established by the Administrative Committee, unless
transition rules and regulations under Code Section 409A permit amendment, revocation or suspension
as of some other time, and except that an election may be revoked due to:




     (1) An Unforeseeable Emergency;




     (2) A hardship distribution pursuant to Treasury Regulations Section
1.401(k)-1(d)(3); or




     (3) The Participant’s disability if the election to defer is cancelled by the
later of the end of the Participant’s taxable year or the 15th day of the
third month following the date the Participant incurs the disability. For this
purpose, “disability” refers to any medically determinable physical or mental
impairment resulting in the Participant’s inability to perform the duties of his
position or any substantially similar position, where such impairment can be
expected to result in death or can be expected to last for a continuous period of
not less than six months.



     If a deferral election is cancelled under this Section 2.5(a), any subsequent election to
defer must be made prior to the beginning of the Plan Year to which it will apply.



          (b) Permitted Deferral Amount. The Board may, in its discretion, change the minimum
and maximum amount that may be deferred by some or all Participants from time to time in its sole
discretion. Elections shall be made in accordance with procedures established



8









 


  




by the Administrative Committee. In addition, special limitations may be established by the
Administrative Committee to apply to the deferral of any amount that a Participant is expected to
receive.



          (c) Automatic Suspension. An election to defer Compensation and/or a Bonus will be
automatically suspended during any unpaid leave of absence or temporary layoff. Any deferral of
Compensation and/or a Bonus suspended in accordance with the provisions of this paragraph shall be
automatically resumed, without the necessity of any action by the Participant, upon return to
employment at the expiration of such suspension period.



     2.6 Employer Matching Contributions. The Employer may, in its discretion, credit to a
Participant’s Account each Plan Year during which the Participant is selected to receive Employer
Matching Contributions, an amount determined in accordance with the following formula:



          (a) For the 2009 Plan Year:




     (1) Dollar-for-dollar up to 3% of the amount of Compensation that the
Participant defers for the Plan Year pursuant to Section 2.3; plus




     (2) 3% of the Bonus that will be paid to the Participant during the 2009 Plan
Year, regardless of whether the Participant elected to defer any portion of the
Bonus that will be paid to the Participant during the 2009 Plan Year, so long as the
Participant elects to defer at least 3% of his Compensation for the 2009 Plan Year
pursuant to Section 2.3.



          (b) For Plan Years beginning on and after January 1, 2010:




     (1) Dollar-for-dollar up to 3% of the amount of Compensation that the
Participant defers for the Plan Year pursuant to Section 2.3; plus




     (2) Dollar-for-dollar up to 3% of the Bonus that the Participant defers for the
Plan Year pursuant to Section 2.3.



     The Matching Contribution formula described above may vary from year to year or among
Participants in the discretion of the Employer. All amounts credited under this provision to the
Accounts of Participants in the Plan, as adjusted for earnings or losses, are referred to as
“Employer Matching Contributions.”



     2.7 Employer Non-Elective Contributions. The Employer may, in its discretion, credit
to a Participant’s Account each Plan Year during which the Participant is selected to receive
Employer Non-Elective Contributions an amount determined in accordance with the following formula:




     5% x the sum of the Participant’s Compensation for the Plan Year and the
Participant’s annual cash Bonus paid during the Plan Year (excluding any Long Term
Incentive Award under the Teleflex Incorporated Executive Incentive Plan);



less




9









 


  






the maximum matching contribution that the Participant could receive under the
Qualified Plan for the Plan Year if the Participant deferred the maximum possible
amount under the Qualified Plan for the Plan Year.



     All amounts credited under this provision to the Accounts of Participants in the Plan, as
adjusted for earnings or losses, are referred to as “Employer Non-Elective Contributions.”



     2.8 Prior Plan Credits. If an Eligible Employee was a participant in the Teleflex
Incorporated Supplement Executive Retirement Plan (“SERP”) on December 31, 2008, and had not
Separated from Service before December 31, 2008, the Employer will credit the lump sum present
value of the Participant’s accrued benefit in the SERP as of December 31, 2008 to the Participant’s
Account in the Plan. All amounts credited under this provision to the Accounts of Participants in
the Plan, as adjusted for earnings or losses, are referred to as “Prior Plan Credits.” A schedule
of the Prior Plan Credits shall be maintained by the Administrative Committee. Employer Matching
Contributions, if any, will not be made with respect to Prior Plan Credits made pursuant to this
Section 2.8.



     2.9 Deferred Benefits. Any amounts deferred by a Participant pursuant to Sections
2.2, 2.3, and/or 2.4, plus Employer Matching Contributions credited pursuant to Section 2.6, if
any, Employer Non-Elective Contributions credited pursuant to Section 2.7, and a Participant’s
Prior Plan Credits described in Section 2.8, if any, shall constitute the deferred benefits payable
under the Plan (“Deferred Benefits”). Solely for the purpose of measuring the amount of the
Employer’s obligations to each Participant or his Beneficiaries under the Plan, the Administrative
Committee will maintain an Account for each Participant in the Plan. The Administrative Committee
will credit a Participant’s Deferred Benefit to the Participant’s Account from time to time as the
deferred amounts otherwise would have been earned by the Participant.



     2.10 Eligibility List; Suspension of Active Participation. The Administrative
Committee shall maintain a written list of those Employees who then qualify as Eligible Employees
under the Plan, as determined by the eligibility criteria established by the Corporation. Any
Participant not listed as an Eligible Employee for a given Plan Year or who is not a Director for a
given Plan Year shall cease to have any right to defer for such Plan Year or to receive an Employer
Matching Contribution, if any, or Employer Non-Elective Contribution, if any, for such Plan Year.
However, any amounts credited to the Account of a Participant whose participation is suspended
shall otherwise continue to be maintained under the Plan in accordance with its terms.



     2.11 Termination of Participation. Once an Eligible Employee and/or Director becomes
a Participant, such individual shall continue to be a Participant until such individual (i) ceases
to be described as a Director or as an Eligible Employee, and (ii) ceases to have any vested
interest in the Plan (as a result of distributions made to such Participant or his Beneficiary, if
applicable, or otherwise).



     2.12 Participation by Other Employers. Each corporation or other entity with U.S.
employees that is a member of the same controlled group as the Corporation (within the meaning of
Code Sections 414(b) and (c)) shall be a participating employer under the Plan unless determined
otherwise by the Corporation. Participating affiliates that cease to be a member of the same
controlled group as the Corporation within the meaning of Code Sections 414(b) and (c) are no
longer eligible to participate in the Plan effective as of the date that they



10









 


  




cease to qualify as a controlled group member. Participants who are Employees of such an
employer shall no longer be eligible to participate effective as of the date that their employer
becomes ineligible.



     2.13 Reemployed or Transferred Participants. If a Participant experiences a
Separation from Service and is subsequently rehired by the Employer as an Eligible Employee and/or
reappointed as a Director within 24 months of the Separation from Service, Section 2.2(a) and/or
2.3(a), as applicable shall not apply. Instead the rules set forth in Section 2.2(b) and/or
2.3(b), as applicable, shall apply. If a Participant experiences a Separation from Service and is
subsequently rehired by the Employer as an Eligible Employee and/or reappointed as a Director 24
months or more from the Separation from Service, Section 2.2(a) and/or 2.3(a), as applicable, shall
apply. Similarly, if a Participant’s employment with the Employer is changed so that he ceases to
be an Eligible Employee and he subsequently becomes an Eligible Employee within 24 months of
ceasing to be an Eligible Employee, Section 2.3(a) shall not apply. Instead the rules set forth in
Section 2.3(b) shall apply. If a Participant’s employment with the Employer is changed so that he
ceases to be an Eligible Employee and he subsequently becomes an Eligible Employee 24 months or
more following the date he ceased to be an Eligible Employee, Section 2.3(a) shall apply.



ARTICLE III

VESTING




     3.1 Vesting. A Participant always will be 100% vested in the portion of his Account
that consists of deferrals pursuant to Sections 2.2 and 2.3 and earnings allocable thereto. Any
equity based compensation (restricted stock or RSU awards) deferred hereunder shall be subject to
the vesting requirements stated in the award agreement for such compensation. A Participant shall
become 100% vested in the portion of his Account deriving from Employer Matching Contributions, if
any, under Section 2.6 after he completes two Years of Service or, if earlier, the date the
Participant reaches his Normal Retirement Date, dies or sustains a Total Disability while employed
by the Employer. A Participant shall become 100% vested in the portion of his Account deriving
from Employer Non-Elective Contributions, if any, under Section 2.7 after he completes five Years
of Service or, if earlier, the date the Participant reaches his Normal Retirement Date, dies or
sustains a Total Disability while employed by the Employer. Except as otherwise agreed to by the
Board, if a Participant has a Separation from Service with the Employer before completing two Years
of Service with respect to Matching Contributions or five Years of Service with respect to Employer
Non-Elective Contributions or reaching his Normal Retirement Date for any reason other than death
or Total Disability, all rights of the Participant, his Beneficiaries, executors, administrators,
or any other person to receive any Employer Matching Contributions and/or Employer Non-Elective
Contributions credited to his Account under this Plan shall be forfeited. A “Year of Service” is a
12 consecutive month period beginning on the date an Eligible Employee performs his first hour of
service with the Employer and each anniversary thereof, without regard to any number of hours of
service. A Participant’s “Normal Retirement Date” is the date on which a Participant reaches age
65. If a Participant has a Separation from Service but is subsequently re-employed by the
Employer, no benefits forfeited hereunder shall be reinstated unless otherwise determined by the
Board in its sole discretion.



     A Participant shall become 100% vested in the amount credited to his Account pursuant to
Section 2.8, if any, after he has been credited with five years of Continuous Service (determined
in accordance with the Teleflex Incorporated Retirement Income Plan) or, if earlier,



11









 


  




the date the Participant reaches his Normal Retirement Date while employed by the Employer. If a
Participant has a Separation from Service with the Employer before being credited with five years
of Continuous Service or reaching his Normal Retirement Date, all rights of the Participant, his
Beneficiaries, executors, administrators, or any other person to receive any amount credited to his
Account under Section 2.8 shall be forfeited. If a Participant has a Separation from Service but
is subsequently re-employed by the Employer, no benefits forfeited hereunder shall be reinstated
unless otherwise determined by the Administrative Committee in its sole discretion.



     3.2 Confidentiality and Non-Competition Agreement. In its discretion, the Employer
may require any Eligible Employee or Director that becomes a Participant in the Plan to execute a
confidentiality and non-competition agreement with the Employer in consideration of the Deferred
Benefits to be provided hereunder.



ARTICLE IV

ACCOUNTS AND INVESTMENTS




     4.1 Record of Account. Solely for the purpose of measuring the amount of the
Employer’s obligations to each Participant or his Beneficiaries under the Plan, the Employer will
maintain a separate bookkeeping record, an Account, for each Participant in the Plan. The
Corporation, in its discretion, may either credit a hypothetical earnings rate to the Participant’s
Account balance for the Plan Year, or may actually invest an amount equal to the amount credited to
the Participant’s Account from time to time in an account or accounts in its name with investment
media or companies, which investment options may include some or all of those used for investment
purposes under the Qualified Plan, as determined by the Corporation in its discretion. The
Corporation may also establish a deferred compensation trust that qualifies as a so-called “rabbi”
trust meeting applicable requirements of Code Section 409A. If such separate investments are made,
the Participant may be permitted to direct the investment of all or a portion of the Corporation’s
accounts allocable to him under the Plan in the same manner he is permitted to direct the
investment of his account in the Qualified Plan, except that certain of the investment options may
not be available options under this Plan. The Participant may change the allocation of his Account
among the applicable investment alternatives then available under the Plan in accordance with
procedures established by the Administrative Committee from time to time. In no event, however,
shall a Participant who is a Reporting Person be permitted to change any amounts invested in any
other investment alternative to the Teleflex Stock Account (as defined below) without the prior
written approval of the Administrative Committee. In addition, a Participant who is a Reporting
Person shall not be permitted to change any investment in the Teleflex Stock Account to any other
investment alternative without the prior written approval of the Administrative Committee. After a
Participant ceases to be a Reporting Person, such Participant may again change investments into or
out of the Teleflex Stock Account in accordance with rules established by the Administrative
Committee and without regard to the above restrictions. The Corporation is not obligated to make
any particular investment options available, however, if investments are in fact made, and may,
from time to time in its sole discretion, change the investment alternatives. Nothing herein shall
be construed to confer on the Participant the right to continue to have any particular investment
available.



     The Corporation will credit the Participant’s Account with hypothetical or actual earnings or
losses at least annually based on the earnings rate declared by the Corporation or the performance
results of the Corporation’s account(s) invested pursuant to the Corporation’s or



12









 


  




the Participant’s directions, and shall determine the fair market value of the Participant’s
Account based on the bookkeeping record or the fair market value of the portion of the
Corporation’s accounts representing the Participant’s Account. The determination of the earnings,
losses or fair market value of the Participant’s Account may be adjusted by the Corporation to
reflect its payroll, income or other taxes or costs associated with the Plan, as determined by the
Corporation in its sole discretion.



     4.2 Investments. If the Corporation, in its sole discretion, selects investment
options from which Participants may elect, a Participant’s investment elections shall indicate how
the Participant’s Account and future amounts credited to his Account should be deemed invested
among the options available under the Plan. A Participant shall make investment elections for his
Account at the time of his initial deferral election with respect to Deferred Benefits. A
Participant’s investment elections shall remain in effect unless and until changed by the
Participant in accordance with the procedures established by the Administrative Committee and at
the time(s) permitted by the Administrative Committee. Any such change in investment election
shall be applied to future Plan Years until further notice is given by the Participant changing the
election in accordance with the requirements of this Section.



     4.3 Special Rules Applicable to Investments in Shares. One of the investment options
available under the Plan is Shares. In addition, restricted stock and RSU’s that are deferred are
deemed invested in Shares. Amounts deemed invested in Shares are referred to a “Share Election
Accumulations.” Plan Account balances that are deemed invested in Shares are not eligible to be
transferred to any other investment option. Further, any portion of an Account deemed invested in
Shares shall be distributed in the form of Shares.



     On the date when the amounts to be credited to the Participant’s Share Election Accumulations
are otherwise allocated to his Account, the Corporation will credit to a separate sub-account (the
Participant’s “Teleflex Stock Account”) a number of hypothetical Shares (and fractions thereof)
having a Value equal to the Share Election Accumulations. For purposes of this Plan, the “Value”
of a Share on a particular day shall mean the closing trading price of a Share on the New York
Stock Exchange on that day (or, if there is no trading of the Shares on that day, on the most
recent previous date on which trading occurred).



     If any Organic Change shall occur, then the Committee or Board shall make such substitutions
or adjustments as it deems appropriate and equitable to each Participant’s Teleflex Stock Account
(if any). In the case of Organic Changes, such adjustments may include, without limitation,
(a) the cancellation of outstanding Shares in exchange for payments of cash, property or a
combination thereof having an aggregate value equal to the value of such Shares, as determined by
the Committee or Board in its sole discretion, (b) the substitution of other property (including,
without limitation, cash or other securities of the Corporation and securities of entities other
than the Corporation) for the Shares, and (c) in connection with any Disaffiliation, arranging for
the assumption or replacement of Shares with new shares based on other property or other securities
(including, without limitation, other securities of the Corporation and securities of entities
other than the Corporation), by the affected subsidiary, affiliate or division or by the entity
that controls such subsidiary, affiliate or division following such Disaffiliation (as well as any
corresponding adjustments to awards that remain based upon Corporation securities). An “Organic
Change” includes (1) stock split, reverse stock split, share combination, or recapitalization or
similar event affecting the capital structure of the Corporation (each, a “Share Change”), or (2) a
merger, consolidation, acquisition of property or shares, separation, spin-off, reorganization,
stock rights offering, liquidation, disaffiliation from the



13









 


  




Corporation of a subsidiary or division (“Disaffiliation”), or similar event affecting the
Corporation or any of its subsidiaries (each, an “Organic Change”). If the assets held in the
Participant’s Teleflex Stock Account immediately after such adjustment are not equity securities,
then the Participant shall be permitted to re-direct the investment thereof into the other
investment choices then available under this Plan.



     In the case of the Teleflex Stock Account (if any) of a Participant, the earnings (or losses)
credited to such account shall consist solely of dividend equivalent credits pursuant to this
paragraph. Whenever a dividend or other distribution is made with respect to the Shares, then the
Teleflex Stock Account of a Participant shall be credited, on the payment date for such dividend or
other distribution (the “Dividend Payment Date”), with a number of additional Shares having a
Value, as of the Dividend Payment Date, based upon the number of Shares deemed to be held in the
Participant’s Teleflex Stock Account as of the record date for such dividend or other distribution
(the “Dividend Record Date”), if such Shares were outstanding. If such dividend or other
distribution is in the form of cash, the number of Shares so credited shall be a number of Shares
(and fractions thereof) having a Value, as of the Dividend Payment Date, equal to the amount of
cash that would have been distributed with respect to the Shares deemed to be held in the
Participant’s Teleflex Stock Account as of the Dividend Record Date, if such Shares were
outstanding. If such dividend or other distribution is in the form of Shares, the number of Shares
so credited shall equal the number of such Shares (and fractions thereof) that would have been
distributed with respect to the Shares deemed to be held in the Participant’s Teleflex Stock
Account as of the Dividend Record Date, if such Shares were outstanding. If such dividend or other
distribution is in the form of property other than cash or Shares, the number of Shares so credited
shall be a number of Shares (and fractions thereof) having a Value, as of the Dividend Payment
Date, equal to the value of the property that would have been distributed with respect to the
Shares deemed to be held in the Participant’s Teleflex Stock Account as of the Dividend Record
Date, if such Shares were outstanding. The value of such property shall be its fair market value
as of the Dividend Payment Date, determined by the Board based upon market trading if available and
otherwise based upon such factors as the Board deems appropriate.



     Notwithstanding the foregoing, the Administrative Committee may, in its sole discretion,
determine the no dividend reinvestment in Shares may be permitted for Reporting Persons or for any
Participant. In that event, the cash value of any dividend or other distribution with respect to
Shares shall be invested in an alternate investment option under the Plan, as determined by the
Administrative Committee in its sole discretion. To the extent that the dividend or other
distribution is made in a form other than cash, the Shares or other property shall be liquidated to
cash as soon as administratively practicable and thereafter invested as indicated herein.



     Whenever a dividend or other distribution is made with respect to the Shares credited to a
Participant’s Teleflex Stock Account, the cash value of the dividend or other distribution shall be
invested in an alternate investment option under the Plan, as determined by the Administrative
Committee in its sole discretion. To the extent that the dividend or other distribution is made in
a form other than cash, the Shares or other property shall be liquidated to cash as soon as
administratively practicable and thereafter invested as indicated herein.



14









 


  


ARTICLE V

DISTRIBUTIONS




     5.1 Time of Payment. A Participant’s Account balance shall be distributed or commence
to be distributed to the Participant after one of the following dates, as elected by the
Participant:



          (a) the date of the Participant’s Separation from Service;



          (b) a fixed date following the Participant’s Separation from Service; or



          (c) an Alternative Date elected by the Participant. The Alternative Date elected by a
Participant shall be no earlier than the first day of the fifth calendar year following the date of
the Participant’s election.



     Notwithstanding the Participant’s election of (a), (b) or (c), above, a Participant’s Account
balance shall be distributed upon the Participant’s death pursuant to Section 5.4. A Participant
shall elect the time when his Account balance will be distributed at the time of his initial
deferral election with respect to Deferred Benefits in accordance with the provisions of Article
II. If a Participant does not elect a time of payment at the time of his initial deferral
election, the Participant is deemed to have elected to receive payment of his Account upon
Separation from Service.



     The Participant will receive or begin to receive payment of the amount credited to his Account
on the January 31 following the date in (a), (b), or (c) above, as elected by the Participant in
accordance with the terms of the Plan; provided, however, that, if the Participant is a Specified
Employee and his Account will be distributed due to his Separation from Service, his Account will
be distributed or begin to be distributed on the later of: (i) the January 31 following his
Separation from Service or (ii) the first day of the seventh month following his Separation from
Service.



     5.2 Form of Payment. A Participant shall elect the form in which his Account balance
will be distributed at the time of his initial deferral election with respect to Deferred Benefits
in accordance with the provisions of Article II. Distribution may be made in a lump sum payment or
in approximately equal annual installments over either a five or ten-year period. If the
Participant does not elect a form of payment at the time of his initial deferral election, the
Participant is deemed to have elected to receive payment of his Account in the form of a lump sum
payment. If an annual installment payment method is the selected form of payment for a
Participant’s Account, the amount of the annual benefit shall equal the amount necessary to fully
distribute the Participant’s Account as an annual benefit payable over the installment period,
consistent with the following methodology: the amount payable as the annual installment shall
equal the value of the Participant’s Account as of the most recent Account valuation date,
multiplied by a fraction, the numerator of which is one and the denominator of which is the number
of annual installments remaining in the installment period elected by the Participant. For
example, assuming a 10 year installment payment period applies, the amount distributed at each of
the distribution dates would represent the value of the Participant’s Account as of the most recent
valuation date preceding the actual distribution date times the following factors: year one — 10
percent (1/10); year two — 11.11 percent (1/9); year three — 12.5 percent (1/8); year four — 14.29
percent (1/7); year five — 16.66 percent (1/6); year six — 20 percent (1/5); year seven — 25
percent (1/4); year eight — 33.33 percent (1/3); year nine — 50



15









 


  




percent (1/2) and year ten — 100 percent (1/1). Payments of amounts credited to the
Participant’s Account, other than amounts credited to a the Participant’s Teleflex Stock Account,
if any, will be made in U.S. dollars. Amounts credited to a Participant’s Teleflex Stock Account
shall be paid in the form of Shares.



     5.3 Changing the Time and/or Form of Payment. If a Participant elects or is deemed to
have elected to receive payment of his Account upon his Separation from Service, the election is
irrevocable. If the Participant elects to receive payment of his Account on an Alternative Date,
the Participant may revise the Alternative Date during the annual deferral election period prior to
the beginning of each Plan Year or at such other times permitted by the Administrative Committee,
in accordance with the procedures established by the Administrative Committee, provided that such
revision occurs at least twelve months prior to the original Alternative Date and the new
Alternative Date is no earlier than the fifth anniversary of the original Alternative Date.
Similarly, a Participant may elect a new form of payment during the annual deferral election period
prior to the beginning of each Plan Year or at such other times permitted by the Administrative
Committee, in accordance with the procedures established by the Administrative Committee, so long
as the election is made at least twelve months prior to the date on which payment of the
Participant’s Account balance would have otherwise begun and provided that payment will also be
deferred to a new commencement date that is at least five years later than the original
commencement date. For purposes of electing a new time and/or form of payment, installment
payments are treated as a single payment. A Participant may not change the time and/or form of
payment of his Account in a manner that does not comply with Code Section 409A.



     If a form of payment election is made or changed and distribution is triggered before 12
months have elapsed, the distribution will be made in accordance with the form of payment election
in effect prior to the change (including any deemed form of payment election).



     5.4 Distribution upon Death. In the event of the death of the Participant while
receiving benefit payments under the Plan, the Beneficiary or Beneficiaries designated by the
Participant shall be paid the remaining payments due under the Plan in accordance with the method
of distribution in effect to the Participant at the date of death. In the event of the death of
the Participant prior to the commencement of the distribution of benefits under the Plan, such
benefits shall be paid to the Beneficiary or Beneficiaries designated by the Participant, within 30
days after the Participant’s death, in the form elected (or deemed to be elected) by the
Participant upon initial enrollment in the Plan or at least 12 months prior to his death. Each
Participant may elect a form of payment to apply to distributions made upon death that is different
from the form of payment applicable to other payment events. The Participant may change his
election of a form of payment upon his death pursuant to an election made during the annual
deferral election period prior to the beginning of each Plan Year or at such other times permitted
by the Administrative Committee, in accordance with the procedures established by the
Administrative Committee, provided said election is made at least 12 months prior to the date that
payments would have otherwise begun under such option. If a form of payment election is made or
changed after initial enrollment and the Participant dies before 12 months have elapsed, the
distribution will be made in accordance with the form of payment election in effect prior to the
change (including any deemed form of payment election).



     5.5 Special Rules for Prior Plan Credits. Amounts credited to a Participant’s Account
as Prior Plan Credits shall be payable at the same time and in the same form as the rest of the
Participant’s Account, notwithstanding any contrary provisions of the SERP.



16









 


  


     5.6 Lump Sum Distribution of Small Amounts or upon a Change of Control. If the value
of a Participant’s entire Account as of the date it becomes distributable is not greater than the
applicable dollar amount under Section 402(g)(1)(B) of the Code, then the Participant’s entire
Account balance shall be payable as a single lump sum notwithstanding any other election that may
be in effect. The payment must result in the termination and liquidation of the Participant’s
entire Plan Account and all other agreements, methods, programs, or other arrangements that must be
aggregated with the Plan pursuant to Treasury Regulations Section 1.409A-1(c)(2).



     In addition, if a Participant has a Separation from Service within two years of a “change in
control” (within the meaning of Code Section 409A) of the Corporation, then the Participant’s
Account shall be payable in a single lump sum within 90 days following the Participant’s Separation
from Service following the change in control, and alternative elections in effect by the
Participant shall no longer apply. Notwithstanding the foregoing, if the Participant is a
Specified Employee for the year in which the Separation from Service occurs, such lump sum payment
shall be made on the first business day that is at least six months after the Separation from
Service occurs.



     5.7 Withdrawals for Unforeseeable Emergency. Upon the occurrence of an Unforeseeable
Emergency, the Participant shall be eligible to receive payment from his Account of the amount
reasonably necessary to satisfy the emergency need and may include amounts necessary to pay
Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from
the payment, taking into account any additional compensation that is available because the Plan
provides for the cancellation of a deferral election upon a payment due to an Unforeseeable
Emergency, and after taking into account the extent to which such hardship is or may be relieved
through reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent such liquidation would not itself cause severe financial
hardship), or by cessation of deferrals under the Plan. The amount determined to be properly
distributable under this Section 5.7 and applicable regulations under Code Section 409A shall be
payable in a single lump sum only. It shall be the responsibility of the Participant seeking to
make a withdrawal under this Section 5.7 to demonstrate to the Administrative Committee that an
Unforeseeable Emergency has occurred and to document the amount properly distributable hereunder.
After a distribution on account of an Unforeseeable Emergency, a Participant’s deferral elections
shall cease and such Participant will not be permitted to participate in the Plan or elect
additional deferrals until the next enrollment following one full year from the date of the
distribution on account of an Unforeseeable Emergency. Such future deferral elections following a
distribution on account of an Unforeseeable Emergency will be treated as an initial deferral
election and subject to the rules applicable thereto under the Plan and Code Section 409A.



     5.8 Acceleration of Payment. The acceleration of the time and/or form of any payment
of a Participant’s Account determined in accordance with the provisions of this Article V, above,
shall not be made except due to Unforeseeable Emergency, as described in Section 5.7, or as set
forth below and otherwise permitted by Code Section 409A and the Treasury Regulations and other
guidance issued thereunder:



          (a) Domestic Relations Order. A payment of all or part of the Participant’s Account
may be made to a spouse, former spouse or other dependent under the terms of a domestic relations
order (as defined in Code Section 414(p)(1)(B)). The Administrative



17









 


  




Committee shall determine whether a payment should be made pursuant to the terms of a domestic
relations order and the time and form of such payment.



          (b) Employment Taxes. A payment of all or part of the Participant’s Account may be
made to the extent necessary to pay the Federal Insurance Contributions Act (“FICA”) tax imposed
under Code Sections 3101, 3121(a), and 3121(v)(2) on amounts deferred under the Plan (the “FICA
Amount”), income tax at source on wages imposed under Code Section 3401 or the corresponding
withholding provisions of applicable state, local, or foreign tax laws as a result of the payment
of the FICA Amount, and to pay the additional income tax at source on wages attributable to the
pyramiding Code Section 3401 wages and taxes. The total payment under this Section shall not
exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount.



          (c) Payment of State, Local or Foreign Taxes. Payment may be made to reflect payment
of state, local or foreign tax obligations arising from participation in the Plan that apply to an
amount deferred under the Plan before the amount is paid or made available to the Participant, plus
the income tax at source on wages imposed under Code Section 3401 as a result of such payment;
provided, however, that the amount of the payment may not exceed the amount of the taxes due, and
the income tax withholding related to such state, local and foreign tax amount.



          (d) Income Inclusion under Code Section 409A. Payment may be made at any time the
Plan fails to meet the requirements of Code Section 409A and the Treasury Regulations issued
thereunder; provided, however, that payment cannot exceed the amount required to be included in
income as a result of the failure to comply.



          (e) Certain Offsets. Payment may be made as satisfaction of a debt of the Participant
to the Employer where: (1) the debt is incurred in the ordinary course of the employment
relationship; (2) the entire amount of the offset in any of the Participant’s taxable years does
not exceed $5,000; and (3) the reduction is made at the same time and in the same amount as the
debt otherwise would have been due and collected from the Participant.



          (f) Bona fide disputes as to a right to a payment. Payment may be made where the
payment occurs as a part of a settlement between the Participant and Employer of an arm’s length,
bona fide dispute as to the Participant’s right to the deferred amount. Whether a payment
qualifies for this exception is based on all relevant facts and circumstances. A payment will be
presumed not to meet this exception unless the payment is subject to a substantial reduction in the
value of the payment made in relation to the amount that would have been payable without the
dispute. Further, a payment will be presumed not to meet this exception if the payment is made
proximate to a downturn in the financial health of the Employer. This provision does not apply to
disputes that relate only to when (and not whether) a payment is due.



          (g) Plan termination or liquidation. Payment may be made upon the termination or
liquidation of the Plan in accordance with Treasury Regulations Section 1.409A-3(j)(4)(ix).



          (h) Other Permissible Reasons. Payment may be made under the Plan as a result of such
other events and conditions as the Commissioner of the Internal Revenue Service may prescribe in
generally applicable guidance published in the Internal Revenue Bulletin.



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     5.9 Delay of Payment.



          (a) Specified Employees. A Participant who is a Specified Employee and is entitled to
a distribution due to a Separation from Service may not receive a distribution under the Plan until
a date that is at least six months after the date of the Separation from Service. In addition, the
Corporation may in its discretion delay any payment due under the Plan to the extent permitted by
Code Section 409A and the Treasury Regulations thereunder.



          (b) Compensation Deduction Limits. If the Administrative Committee reasonably
anticipates that the limits on compensation imposed by Code section 162(m) would reduce or
eliminate the Employer’s deduction for a payment made under the Plan, the Administrative Committee
may delay the payment date. If a payment is delayed under this Section 5.9(b), the payment must be
made either:




     (1) During the Participant’s first taxable year in which the Administrative
Committee reasonably anticipates, or should reasonably anticipate, that if the
payment is made during that year, the deduction will not be prohibited by Code
section 162(m); or




     (2) During the period beginning with the date of the Participant’s Separation
from Service and ending on the later of the last day of the taxable year of the
Employer in which the Participant Separates from Service or the 15th day
of the third month following the Participant’s Separation from Service.



     If a payment date is delayed under this Section 5.9(b) to a date on or after the Participant’s
Separation from Service, the payment will be considered a payment upon a Separation from Service
and if applicable, the six-month delay described in Section 5.9(a) for Specified Employees will
apply.



          (c) Federal Securities Laws or Other Applicable Law. If the Administrative Committee
reasonably anticipates that a payment would violate Federal securities or other applicable laws,
the Administrative Committee may delay any such payment until the earliest date that the
Administrative Committee reasonably anticipates that the payment will not cause a violation.
Payments that would cause inclusion in gross income or the application of any penalty provision or
other provision of the Code are not treated as a violation of applicable law.



          (d) Bona Fide Business Concerns. The Administrative Committee may delay payment where
the payment would jeopardize the ability of the Employer to continue as a going concern. Payment
shall be made during the Participant’s first taxable year in which the making of the payment would
not have such an effect.



          (e) Objective, Nondiscretionary Formula. The Administrative Committee may delay
payment due to the operation of a prespecified objective, nondiscretionary formula related to the
Employer’s business performance, provided that the time for later payment is governed by the
objective, nondiscretionary formula.



          (f) Disputed Payments or the Employer’s Refusal to Pay. If there is a dispute
regarding the validity of a claim for payment or an Employer refuses to pay some or all of an
amount payable under the Plan, the payment may be delayed if:



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     (1) The Participant accepts the portion (if any) of the payment that the
Employer is willing to make (unless such acceptance will result in a forfeiture of
the claim to all or part of the remaining amount);




     (2) The Participant makes prompt and reasonable good faith efforts to collect
the disputed amounts; and




     (3) Any further payment (including payment of a lesser amount that satisfies
the obligation to make the payment) is actually made no later than the end of the
Participant’s first taxable year in which: (a) there is a legally binding
settlement; (b) the Employer concedes that the amount is payable; or (c) the
Employer is required to make such payment pursuant to a final and nonappealable
judgment or other binding decision.



     5.10 Assignment and Assumption of Liabilities. In the discretion of the Corporation,
upon the cessation of participation in the Plan by any Participant solely due to the employer of
that Participant no longer qualifying as a member of the controlled group of Teleflex Incorporated
within the meaning of Code Sections 414(b) and (c), all liabilities associated with the Account of
such Participant may be transferred to and assumed by the Participant’s employer under a deferred
compensation plan established by such employer that is substantially identical to this Plan and
that preserves the deferral and payment elections in effect for the Participant under this Plan to
the extent required by Code Section 409A. Any such Participant shall not be deemed to have
incurred a Separation from Service for purposes of the Plan by virtue of his employer’s ceasing to
be a member of the controlled group of Teleflex Incorporated. The foregoing provision shall be
interpreted and administered in compliance with the requirements of Code Section 409A.



ARTICLE VI

PLAN ADMINISTRATION




     6.1 Administration. The Plan shall be administered by the Administrative Committee as
an unfunded deferred compensation plan that is not intended to meet the qualification requirements
of Code Section 401 and that is intended to meet all applicable requirements of Code Section 409A.



     6.2 Administrative Committee. The Administrative Committee will operate and
administer the Plan and shall have all powers necessary to accomplish that purpose, including, but
not limited to, the discretionary authority to interpret the Plan, the discretionary authority to
determine all questions relating to the rights and status of Eligible Employees and Participants,
and the discretionary authority to make such rules and regulations for the administration of the
Plan as are not inconsistent with the terms and provisions hereof or applicable law, as well as
such other authority and powers relating to the administration of the Plan, except such as are
reserved by the Committee or Board or by the Plan to the Committee or the Board. All decisions
made by the Board, Committee or the Administrative Committee shall be final.



     Without limiting the powers set forth herein, the Administrative Committee shall have the
power (a) to change or waive any requirements of the Plan to conform with Code Section 409A or
other applicable law or to meet special circumstances not anticipated or covered in the Plan; (b)
to determine the times and places for holding meetings of the Administrative Committee and the
notice to be given of such meetings; (c) to employ such agents and assistants, such counsel



20









 


  

(who may be counsel to the Corporation), and such clerical and other services as the
Administrative Committee may require in carrying out the provisions of the Plan; and (d) to
authorize one or more of their number or any agent to execute or deliver any instrument on behalf
of the Administrative Committee.




     The members of the Administrative Committee, the Committee, and the Corporation and its
officers and Directors, shall be entitled to rely upon all valuations, certificates and reports
furnished by any funding agent or service provider, upon all certificates and reports made by an
accountant, and upon all opinions given by any legal counsel selected or approved by the
Administrative Committee, and the members of the Administrative Committee, the Committee, and the
Corporation and its officers and Directors shall, except as otherwise provided by law, be fully
protected in respect of any action taken or suffered by them in good faith in reliance upon any
such valuations, certificates, reports, opinions or other advice of a funding agent, service
provider, accountant or counsel.



     6.3 Statement of Participant’s Account. The Administrative Committee shall, as soon
as practicable after the end of each Plan Year, provide to each Participant a statement setting
forth the Account of such Participant under Section 4.1 as of the end of such Plan Year. Such
statement shall be deemed to have been accepted as correct unless written notice to the contrary is
received by the Administrative Committee within 30 days after providing such statement to the
Participant. Account statements may be provided more often than annually in the discretion of the
Administrative Committee.



     6.4 Filing Claims. Any Participant, Beneficiary or other individual (hereinafter a
“Claimant”) entitled to benefits under the Plan, or otherwise eligible to participate herein, shall
be required to make a claim with the Administrative Committee (or its designee) requesting payment
or distribution of such Plan benefits (or written confirmation of Plan eligibility, as the case may
be), on such form or in such manner as the Administrative Committee shall prescribe. Unless and
until a Claimant makes proper application for benefits in accordance with the rules and procedures
established by the Administrative Committee, such Claimant shall have no right to receive any
distribution from or under the Plan.



     6.5 Notification to Claimant. If a Claimant’s application is wholly or partially
denied, the Administrative Committee (or its designee) shall, within 90 days, furnish to such
Claimant a written notice of its decision. Such notices shall be written in a manner calculated to
be understood by such Claimant, and shall contain at least the following information:



          (a) the specific reason or reasons for such denial;



          (b) specific reference to pertinent Plan provisions upon which such denial is based;



          (c) a description of any additional material or information necessary for such Claimant to
perfect his claim, and an explanation of why such material or information is necessary; and



          (d) an explanation of the Plan’s claim review procedure describing the steps to be taken by
such Claimant, if he wishes to submit his claim for review.



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     6.6 Review Procedure. Within 60 days after the receipt of such notice from the
Administrative Committee, such Claimant, or the duly authorized representative thereof, may
request, by written application to the Plan, a review by the Administrative Committee (the Board in
the case of Reporting Persons) of the decision denying such claim. In connection with such review,
such Claimant, or duly authorized representative thereof, shall be entitled to receive any and all
documents pertinent to the claim or its denial and shall also be entitled to submit issues and
comments in writing. The decision of the Administrative Committee (the Board in the case of
Reporting Persons) upon such review shall be made promptly and not later than 60 days after the
receipt of such request for review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but not later than 120
days after the Administrative Committee’s (the Board’s in the case of Reporting Persons) receipt of
a request for review. Any such decision on review shall be in writing and shall include specific
reasons for the decision and specific references to the pertinent Plan provisions on which the
decision is based. In the event of a genuine dispute regarding the amount or timing of payments
under the Plan, a delay in the payment of Plan benefits shall not cause a violation of Code Section
409A to the extent such delay satisfies the conditions set forth in Code Section 409A and the
regulations thereunder.



     6.7 Payment of Expenses. All costs and expenses incurred in administering the Plan
shall be paid from the Plan unless the Corporation elects to pay the costs and expenses.



ARTICLE VII

AMENDMENT AND TERMINATION




     7.1 Amendment. The Corporation has reserved, and does hereby reserve, the right at
any time and from time to time by action of the Board or the Committee (or by action of the
Administrative Committee if and to the extent that the Board or the Committee has delegated the
authority to amend the provisions of the Plan to such committee) to amend, modify or alter any or
all of the provisions of the Plan without the consent of any Eligible Employees or Participants;
provided, however, that no amendment shall operate retroactively so as to affect adversely any
rights to which a Participant may be entitled under the provisions of the Plan as in effect prior
to such action. Any such amendment, modification or alteration shall be expressed in an instrument
executed by an authorized officer or officers of the Corporation, and shall become effective as of
the date designated in such instrument.



     7.2 Termination. The Corporation reserves the right to suspend, discontinue or
terminate the Plan, at any time in whole or in part; provided, however, that a suspension,
discontinuance or termination of the Plan shall not accelerate the obligation to make payments to
any person not otherwise currently entitled to payments under the Plan, unless otherwise
specifically so determined by the Corporation and permitted by applicable law, relieve the
Corporation of its obligations to make payments to any person then entitled to payments under the
Plan, or reduce any existing Account balance.



ARTICLE VIII

MISCELLANEOUS PROVISIONS




     8.1 Employment Relationship. For purposes of determining if there has been a
Separation from Service, the Employer is defined to include all members of a controlled group of
corporations or other business entities within the meaning of Code Sections 414(b) and (c) that
includes Teleflex Incorporated, as modified by this Section. A Participant shall be



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considered to be in the employ of the Employer and its related affiliates and subsidiaries as
long as he remains an employee of the Corporation, any subsidiary corporation of the Corporation,
or any corporation to which substantially all of the assets and business of the Corporation are
transferred. For this purpose, a subsidiary corporation of the Corporation is any corporation
(other than the Corporation) in an unbroken chain of corporations beginning with the Corporation
if, as of the date such determination is to be made, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing greater than 50 percent of the total
combined voting power of all classes of stock in one of the other corporations in such chain.
Nothing in the adoption of the Plan or the crediting of deferred compensation shall confer on any
Participant the right to continued employment by the Corporation or an affiliate or subsidiary
corporation of the Corporation, or affect in any way the right of the Corporation or such affiliate
or subsidiary to terminate his employment at any time. Any question as to whether and when there
has been a Separation from Service of a Participant’s employment, and the cause of such Separation
from Service, shall be determined by the Administrative Committee, and its determination shall be
final.



     8.2 Facility of Payments. Whenever, in the opinion of the Administrative Committee, a
person entitled to receive any payment, or installment thereof, is under a legal disability or is
unable to manage his financial affairs, the Administrative Committee shall have the discretionary
authority to direct payments to such person’s legal representative or to a relative or friend of
such person for his benefit; alternatively, the Administrative Committee may in its discretion
apply the payment for the benefit of such person in such manner as the Administrative Committee
deems advisable. Any such payment or application of benefits made in good faith in accordance with
the provisions of this Section shall be a complete discharge of any liability of the Administrative
Committee with respect to such payment or application of benefits.



     8.3 Funding. All benefits under the Plan are unfunded and the Corporation shall not
be required to establish any special or separate fund or to make any other segregation of assets in
order to assure the payment of any amounts under the Plan; provided, however, that in order to
provide a source of payment for its obligations under the Plan, the Corporation may establish a
grantor trust that qualifies as a so-called “rabbi” trust meeting applicable requirements of Code
Section 409A. The Corporation will determine, in its sole discretion, the amount and time of
contributions, if any, to a grantor trust. The establishment of a trust does not convey any rights
to Participants or their Beneficiaries which are greater than those of the general creditors of the
Corporation. The right of a Participant or his Beneficiary to receive a distribution hereunder
shall be an unsecured claim against the general assets of the Corporation, and neither the
Participant nor his Beneficiary shall have any rights in or against any amounts credited under the
Plan or any other specific assets of the Corporation. All amounts credited under the Plan to the
benefit of a Participant shall constitute general assets of the Corporation and may be disposed of
by the Corporation at such time and for such purposes as it may deem appropriate. Notwithstanding
the preceding, upon a Change of Control, the Corporation and each participating Employer shall
contribute to a grantor trust meeting the requirements of Code Section 671 within 30 days
thereafter, an amount equal to the entire Account balance standing to the credit of each
Participant who was a Director of or employed, or formerly employed, by them or any of them, to the
extent such a trust does not already exist and contain such amount.



23









 


  


     8.4 Anti-Assignment. No right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge; and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or
benefit shall be liable for or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefits. If a Participant, a Participant’s spouse, or any Beneficiary should
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any
right to benefits under the Plan, then those rights, in the discretion of the Administrative
Committee, shall cease. In this case, the Administrative Committee may hold or apply the benefits
at issue or any part thereof for the benefit of the Participant, the Participant’s spouse, or
Beneficiary in such manner as the Administrative Committee may deem proper.



     8.5 Unclaimed Interests. If the Administrative Committee shall at any time be unable
to make distribution or payment of benefits hereunder to a Participant or any Beneficiary of a
Participant by reason of the fact that his whereabouts is unknown, the Administrative Committee
shall so certify, and thereafter the Administrative Committee shall make a reasonable attempt to
locate such missing person. If such person continues missing for a period of three years following
such certification, the interest of such Participant in the Plan shall, in the discretion of the
Administrative Committee, be distributed to the Beneficiary of such missing person.



     8.6 References to Code, Statutes and Regulations. Any and all references in the Plan
to any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall
be deemed to refer also to any successor statute, law, regulation, ruling or order.



     8.7 Liability. The Corporation, and its directors, officers and employees, shall be
free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts,
omissions and conduct of duly constituted agents, in the administration of the Plan, except to the
extent that the effects and consequences of such personal acts, omissions or conduct shall result
from willful misconduct. However, this Section shall not operate to relieve any of the
aforementioned from any responsibility or liability for any responsibility, obligation, or duty
that may arise under ERISA.



     8.8 Tax Consequences of Compensation Reductions. The income tax consequences to
Participants of Compensation reductions under the Plan shall be determined under applicable
federal, state and local tax law and regulation.



     8.9 Corporation as Agent for Related Employers. Each corporation which shall become a
participating employer pursuant to Section 2.10 by so doing shall be deemed to have appointed the
Corporation its agent to exercise on its behalf all of the powers and authority hereby conferred
upon the Corporation by the terms of the Plan, including but not limited to the power to amend and
terminate the Plan. The Corporation’s authority shall continue unless and until the related
employer terminates its participation in the Plan.



     8.10 Governing Law; Severability. The Plan shall be construed according to the laws
of the State of Pennsylvania, including choice of law provisions, and all provisions hereof shall
be administered according to the laws of that State, except to the extent preempted by federal law.
A final judgment in any action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. In the event that
any one or more of the provisions of the Plan shall for any reason be held to be invalid, illegal,
or unenforceable, such invalidity, illegality or unenforceability shall not affect any other



24









 


  




provision of the Plan, but the Plan shall be construed as if such invalid, illegal, or
unenforceable provisions had never been contained herein, and there shall be deemed substituted
such other provision as will most nearly accomplish the intent of the parties to the extent
permitted by applicable law.



     8.11 Taxes. The Corporation shall be entitled to withhold any taxes from any
distribution hereunder or from other compensation then payable, as it believes necessary,
appropriate, or required under relevant law.



This Plan
has been executed on December 30, 2008.



	 	 	 	 	 	 	 
	 	 	TELEFLEX INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Terry Moulder
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President - 
   HR Operations
 

	 	 







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