EX-10.1






Exhibit 10.1




TELEFLEX INCORPORATED




155 South Limerick Road

Limerick, PA 19468





March 7, 2005



Mr. John J. Sickler


250 Mine Road


Malvern, PA 19355



We are pleased to confirm our agreement with you respecting your continuing employment,
service as a consultant following your retirement and other related matters.



1. Employment and Responsibilities. Subject to the terms of this Agreement, during
the Term (defined in Section 3) you will continue to be employed by Teleflex Incorporated (the
“Company”) as Vice Chairman, or in such other capacity as the Board of Directors may determine from
time to time with your consent. You will faithfully perform such duties and responsibilities,
consistent with your position as a senior executive officer, as may be assigned to you by the Board
of Directors or by the Chief Executive Officer of the Company, to whom you will report directly.
During the Term you will devote your full time and attention to the affairs of the Company and will
not, directly or indirectly, accept any other employment or otherwise engage in any other business
activities requiring your personal services, except as the Board of Directors or the Chief
Executive Officer of the Company may approve.



2. Compensation and Benefits. During the Term you will be paid a base salary at a
rate not less than $440,000 per year and you will be eligible to participate in all bonus and other
compensation plans, and all benefit plans, in which senior executives of the Company generally are
eligible to participate.



3. Termination of Employment. The term of your employment (the “Term”) will continue
pursuant to this Agreement until such date (the “Termination Date”), as may be specified in a
notice of termination given by either you or the Company to the other at least thirty (30) days
prior to such specified date.



4. Retirement and Benefits. Upon the Termination Date you will retire from employment
by the Company. During your retirement you will be entitled to participate in all benefit plans to
the extent that such plans provide for your participation as a retired former employee, and you
will be entitled to receive all your vested benefits under, and pursuant to the terms of, the
retirement and other benefit plans of the Company. Health insurance will be provided to you during
the Consultancy Period (defined below) at the Company’s expense.



5. Consulting Services. During the three (3) years immediately following the
Termination Date (the “Consultancy Period”) you will make yourself available to serve the Company
as an independent consultant, performing such duties and responsibilities as the Chief Executive
Officer of the Company, or such officer’s delegate, may reasonably request from time to time;
provided that, without your consent, you will not be obliged to provide service on more than
fifteen (15) days in any calendar quarter.



During the Consultancy Period, the Company will pay you monthly a retainer fee at the annual
rate equal to the rate of your base salary in effect immediately before the Termination Date. In
addition, the Company will pay you such compensation for each day when you provide such consulting
services as you and the Company may agree in writing.




6. Restrictive Covenants.



(a) Non-Competition. During the four (4) years immediately following the Termination
Date, without the prior consent of the Chief Executive Officer of the Company or his delegate, you
will not directly or indirectly own, manage, operate, join, control or participate in the
ownership, management, operation or control of, or be employed or otherwise connected in any manner
with, any business which directly or indirectly competes with the business of the Company or any
Affiliate in any part of the world in which the Company or any such Affiliate, as the case may be,
carried on business at the Termination Date; provided that the ownership of less than 1% of the
outstanding shares of stock of any class of any corporation (or similar equity interest of any
other enterprise) which is listed on the New York Stock Exchange or the American Stock Exchange, or
traded or quoted on the NASDAQ National Market shall not be prohibited by the foregoing.



(b) Confidential Information. At no time will you use for your own benefit or
disclose to any other Person any confidential information of the Company or any of its Affiliates
without written authority from the Chief Executive Officer of the Company, except as may be
required by law. “Confidential information” at any relevant time means all data and information,
whether or not in written form, relating to the customers, finances, processes, know-how, plans and
arrangements or other affairs of the Company or any of its Affiliates which, at such time, has not
been made available to the public generally (otherwise than in violation of this or any other
confidentiality agreement or applicable law).



(c) Remedies. You acknowledge that in the event of a breach or threatened breach of
the provisions of this Section 6, the Company’s remedy at law will be inadequate and the Company
will be entitled to appropriate injunctive or other equitable relief. Should the provisions of
this Section 6 be adjudged invalid to any extent by any competent tribunal, such provisions will be
deemed modified to the extent necessary to make them enforceable.




7. Construction and Definitions.



(a) The term “Affiliate” with respect to the Company means any Person which controls, is
controlled by or is under common control with, the Company.



(c) The term “Person” means a corporation, a partnership, an association, a trust or other
entity or organization.




(d) The term “including” means “including but not limited to.”



(e) Unless otherwise expressly stated in connection therewith, a reference in this Agreement
to a “Section” or “party” refers to a Section of, or a party to, this Agreement.



8. Governing Law. This Agreement will be governed by and construed in accordance with
the law of Pennsylvania, excluding any rule or principle relating to conflicts or choice of law
that might otherwise call for the application of the substantive law of another jurisdiction to the
construction or interpretation of this Agreement.



9. Parties in Interest. This Agreement will be binding upon and inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.



10. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes any prior agreement or
understanding between the parties with respect to any of such subject matter, including any
agreement or understanding with respect to your employment by the Company or your entitlement to
compensation or benefits by reason of, or in connection with, any such employment, whether past,
present or future; provided that nothing in this Agreement is intended to supersede, terminate or
otherwise modify the terms of (i) any stock option or restricted stock award granted to you by the
Company prior to the date of this Agreement or (ii) of your rights which have vested on or prior to
the date of this Agreement under any employee benefit plan of the Company.



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



12. Modification. No amendment or modification of, or supplement to, this Agreement
will be effective unless it is in writing and executed by or on behalf of the party to be charged
thereunder.



Please indicate your agreement to the foregoing, by signing and returning to us a copy of this
letter.



	 	 	 
	
 
	 	TELEFLEX INCORPORATED

By: /s/ Jeffrey P. Black

Jeffrey P. Black

President and Chief Executive Officer
	 
	 	 
	AGREED:

	 	

	/s/ John J. Sickler

John J. Sickler