exv10w18





Exhibit 10.18




SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT




THIS SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT is made as of January 14, 2011, between
TELEFLEX INCORPORATED (the “Company”) and Richard A. Meier (“Executive”).



Background




A. Executive is employed by the Company at its headquarters in Limerick, Pennsylvania as the
Company’s Executive Vice President and Chief Financial Officer.



B. The purpose of this Agreement is to provide for certain severance compensation and benefits
to be paid or provided to Executive in the event of the termination of his employment under
circumstances specified herein and to provide also for certain commitments by Executive respecting
the Company.



Terms




THE PARTIES, in consideration of the mutual covenants hereinafter set forth, and intending to
be legally bound hereby, agree as follows:



1. Definitions. The following terms used in this Agreement with initial capital
letters have the respective meanings specified therefor in this Section.



“Affiliate” of any Person means any other Person that controls, is controlled by or is
under common control with the first mentioned Person.



“Agreement” preceded by the word “this” means this Senior Executive Officer Severance
Agreement, as amended at any relevant time.



“Annual Incentive Plan” means the Management Incentive Plan (MIP) or Executive
Incentive Plan (EIP) of the Company providing for the payment of annual bonuses to certain
employees of the Company, including Executive, as such Plans may be amended from time to time or,
if such Plans shall be discontinued, any similar Plan or Plans in effect at any relevant time.



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



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


 


 









 





“Change of Control Severance Agreement” means the Executive Severance Agreement, dated
June 21, 2005, between Executive and the Company, relating to termination of employment of
Executive after the occurrence of a Change of Control of the Company (defined in such Agreement).




“Code” means the Internal Revenue Code of 1986, as amended.



“Commencement Date” with respect to the commencement of any compensation or provision
of benefits pursuant to this Agreement means the first day of the seventh month beginning after the
Termination Date.




“Confidential Information” has the meaning specified therefor in Section 9.



“Disability” shall mean Executive’s continuous illness, injury or incapacity for a
period of six consecutive months.



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




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



(a) A change of the principal office or work place assigned to Executive to a location more
than 25 miles distant from its location immediately prior to such change.



(b) A material reduction by the Company of the executive title, duties, responsibilities,
authority, status, reporting relationship or executive position of Executive; provided that if the
Company sells or otherwise disposes of any part of its business or assets or otherwise diminishes
or changes the character of its business, the change in the magnitude or character of the Company’s
business resulting therefrom will not itself be deemed to be a reduction of Executive’s
responsibilities, authority or status within the meaning of this clause (b).



(c) A reduction of Executive’s Base Salary or a material reduction in the Executive’s annual
target incentive opportunity under the Annual Incentive Plan.



“Health Care Continuation Period” means the period commencing on the Termination Date
and ending on the earlier of (i) the last day of the Severance Compensation Period or (ii) the
first date on which Executive is eligible to participate in a health care plan maintained by
another employer.



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



“Notice of Termination” has the meaning specified therefor in Section 3.


 


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“Performance Period” applicable to any compensation payable (in cash or other
property) under any Plan, the amount or value of which is determined by reference to the
performance of participants or the Company or the fulfillment of specified conditions or goals,
means the period of time over which such performance is measured or the period of time in which
such conditions or performance goals must be fulfilled.



“Person” means an individual, a corporation or other entity or a government or
governmental agency or institution.



“Plan” means a plan of the Company for the payment of compensation or provision of
benefits to employees in which plan Executive is or was, at all times relevant to the provisions of
this Agreement, a participant or eligible to participate.




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




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



“Severance Compensation Period” means the 18 month period commencing on the day after
the Termination Date, provided that for each completed year of full-time employment by Executive
from and after January 1, 2008, one additional month shall be added to the Severance Compensation
Period not to exceed an additional six months.



“Termination Date” means the date specified in a Notice of Termination complying with
the provisions of Section 3, as such Notice of Termination may be amended by mutual consent of the
parties, which date shall be the date Executive’s Termination of Employment occurs.



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




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




“Year” means a fiscal year of the Company.



2. Continued Employment of Executive. The parties acknowledge that Executive’s
employment by the Company is at will and, except as the parties may hereafter agree in writing,
such employment may be terminated by either party at any time, subject only to the giving of
prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving
Executive any right to continue in the employ of the Company.


 


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3. Notice of Termination of Employment. The party initiating any Termination of
Employment shall give notice thereof to the other party (a “Notice of Termination”). A Notice of
Termination shall (i) state with reasonable particularity the reasons for such Termination of
Employment, if any, which are relevant to Executive’s right to receive compensation and benefits
pursuant to this Agreement and (ii) specify the date such Termination of Employment shall become
effective which, without the consent of such other party, shall not be earlier than 30 days after
the date of such Notice of Termination.



4. Compensation upon Termination of Employment. Subject to the terms of Sections 6
and 7, upon Termination of Employment (i) by the Company other than for Cause or (ii) by Executive
within 3 months after the occurrence of a Good Reason, Executive will receive from the Company the
following payments and benefits:



(a) Cash Bonuses for Years Preceding the Year of Termination. If any cash bonus
pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year
of Termination shall not have been paid to Executive on or before the Termination Date, the Company
will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period
in the form of a single lump sum cash payment on the later of the 15th day following the
Termination Date or the date that is 2-1/2 months following the end of the Performance Period;
provided, however, that if any such Annual Incentive Plan requires, as a condition to eligibility
for payment, that a participant be employed by the Company on the date payment is made, then
payment of the bonus under such Annual Incentive Plan for the Performance Period ended before the
Year of Termination shall be made on the Commencement Date.



(b) Continuation of Base Salary. The Company will pay Executive (i) on the
Commencement Date an amount equal to seven-twelfths of Executive’s Base Salary as in effect
immediately prior to the Termination Date, and (ii) each month thereafter during the Severance
Compensation Period an amount equal to one-twelfth of Executive’s Base Salary as in effect
immediately prior to the Termination Date.



(c) Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the
Termination Date. If the Termination Date occurs before the last day, but after completion of
at least six months, of a Performance Period under the Annual Incentive Plan, the Company will pay
Executive the Prorated Amount of Executive’s award under the Annual Incentive Plan for that
Performance Period. The amount of the award, from which the Prorated Amount is derived, shall be
determined based on the degree to which each performance goal on which such award is based has been
achieved at the end of the Performance Period (provided that any individual performance component
shall be equal to the target award amount for such component). The “Prorated Amount” of the award
means an amount equal to the portion of the award which bears the same ratio to the amount of the
award as the portion of such Performance Period expired immediately before the Termination Date
bears to the entire period
of such Performance Period. The amount to which Executive is entitled under this Section 4(c)
shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date
or the date that is 2-1/2 months following the end of the Performance Period.


 


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(d) Vehicle Allowance. The Company shall pay Executive a monthly cash vehicle
allowance during the Severance Compensation Period equal to what it would cost Executive to lease
the vehicle utilized by Executive immediately prior to the Termination Date, calculated by assuming
that the lease is a three (3) year closed-end lease. The Company shall pay Executive (i) a lump
sum cash amount equal to seven times the monthly vehicle allowance on the Commencement Date; and
(ii) a lump sum cash amount equal to the monthly vehicle allowance on the first day of each month
thereafter for which the vehicle allowance is provided.



(e) Outplacement. The Company shall reimburse Executive for expenses incurred for
outplacement services during the Severance Compensation Period, up to a maximum aggregate amount of
$20,000, which services shall be provided by an outplacement agency selected by Executive. The
Company shall reimburse Executive within 15 days following the date on which the Company receives
proof of payment of such expense, which proof must be submitted no later than December 1st of the
calendar year after the calendar year in which the expense was incurred. Notwithstanding the
foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs
incurred by Executive on or prior to the last day of the second year following the Termination
Year.



(f) Health Care Coverage. During the Health Care Continuation Period, the Company
will provide health care coverage under the Company’s then-current health care Plan for Executive
and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to
be employed during that period. If the continuation of coverage under the Company’s health care
Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section
105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of
the monthly cost of coverage paid by the Company being additional taxable income. If the
continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the
Company will pay Executive a lump sum cash payment on the last day of each applicable month during
the Health Care Continuation Period so that Executive will be in the same position as if the
continuation of coverage could have been provided on a pre-tax basis. The COBRA health care
continuation coverage period under Section 4980B of the Code shall begin at the end of the Health
Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and
eligible dependents are not eligible to continue health care coverage under the Company’s health
care Plan, the Company will reimburse Executive in cash on the last day of each month during the
Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by
Executive for that month to maintain health insurance coverage from commercial sources that is
comparable to the health care coverage Executive last elected as an employee for Executive and
Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive,
where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of
the cost paid by the Executive for that month’s coverage determined in accordance with the
Company’s policy then in effect for employee cost sharing, on substantially the same terms as would
be applicable to an executive officer of the Company.


 


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(g) Life and Accident Insurance. Subject to the terms, limitations and exclusions of
the Plan or Plans for provision of life and accident insurance and the Company’s related policies
of group insurance, (i) during the Insurance Benefits Period the Company will provide life and
accident insurance coverage for Executive comparable to the life and accident insurance coverage
which Executive last elected to receive as an employee under the applicable Plan for such benefits,
subject to modifications from time to time of the coverage available under such Plan or related
insurance policies which are applicable generally to executive officers of the Company, (ii) during
the period from the Termination Date through the Commencement Date, Executive shall pay the entire
cost of such life and accident insurance coverage and (iii) on the Commencement Date the Company
will reimburse Executive for the Company’s share (determined in accordance with the next sentence)
of any premiums paid by Executive for such life and accident insurance during the period from the
Termination Date to the Commencement Date. The cost of providing such insurance will be borne by
the Company and Executive in accordance with the Company’s policy then in effect for employee
participation in premiums, on substantially the same terms as would be applicable to an executive
officer of the Company. The Company shall pay its share of such premiums to the applicable
insurance carrier(s) on the due date(s) established by such carrier(s), but in no event later than
the last day of the calendar year in which such due date(s) occurs.



(h) Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section
4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations
Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following
requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit
provided during one taxable year shall not affect the amount of the Applicable Benefit provided in
any other taxable year, except that with respect to any Applicable Benefit that consists of the
reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the
amount of such reimbursements over some or all of the applicable Severance Compensation Period, as
described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable
Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or
before the last day of the calendar year following the calendar year in which the expense was
incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive
is a “specified employee”, as defined in Code Section 409A, then during the period of six months
immediately following Executive’s termination of employment, Executive shall be obligated to pay
the Company the full cost for any Applicable Benefits that do not constitute health benefits of the
type required to be provided under the health continuation coverage requirements of Code Section
4980B, and the Company shall reimburse Executive for any such payments on the first business day
that is more than six months after the Termination Date.



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


 


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6. Compensation and Benefits Pursuant to Other Agreements and Plans. Nothing in this
Agreement is intended to diminish or otherwise affect Executive’s right to receive from the Company
all compensation payable to Executive by the Company in respect of his Employment prior to the
Termination Date pursuant to any agreement with the Company (other than this Agreement) or any
Plan.



7. Executive’s General Release. As a condition to the obligations of the Company to
pay severance compensation and provide benefits pursuant to Section 4, the Company shall have
received from Executive immediately following the Termination Date a general release in
substantially the form of Exhibit A executed by Executive (the “Release”), and Executive shall not
thereafter revoke the Release. If Executive fails to execute, or if Executive revokes, the
Release, no payments or benefits shall thereafter be made or provided to Executive pursuant to this
Agreement, and Executive shall be required to reimburse to the Company any payments or benefits
received by Executive pursuant to this Agreement, but Executive’s obligations pursuant to Sections
8 and 9 shall continue in force.



8. Confidential Information. Executive acknowledges that, by reason of Executive’s
employment by and service to the Company, Executive has had and will continue to have access to
confidential information of the Company and its Affiliates, including information and knowledge
pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets,
proprietary information, distribution and sales methods and systems, sales and profit figures,
customer and client lists, and relationships between the Company and its Affiliates and other
distributors, customers, clients, suppliers and others who have business dealings with the Company
and its Affiliates (“Confidential Information”). Executive acknowledges that such Confidential
Information is a valuable and unique asset of the Company, and Executive covenants that (except in
connection with the good faith performance of his duties while employed by the Company) Executive
will not, either during or after Executive’s employment by the Company, disclose any such
Confidential Information to any Person for any reason whatsoever without the prior written
authorization of the Company, unless such information is in the public domain through no fault of
Executive or except as may be required by law or in a judicial or administrative proceeding.
Notwithstanding anything to the contrary herein, each of the parties (and each employee,
representative, or other agent of such parties) may disclose to any Person, without limitation of
any kind, the federal income tax treatment and federal income tax structure of the transactions
contemplated hereby and all materials (including opinions or other tax analyses) that are provided
to such party relating to such tax treatment and tax structure.




9. Restrictive Covenants.




(a) Covenant Not to Compete.



(i) Executive agrees that, for a period of eighteen (18) months after the Termination Date
(the “Non-Compete Period”), Executive will not, at any time, directly or indirectly, engage in, or
have any interest on behalf of himself or others in any person or business other than the Company
(whether as an employee, officer, director, agent, security holder, creditor, partner, joint
venturer, beneficiary under a trust, investor, consultant or
otherwise) that engages in similar business activities to the Company in a particular market
and product line, and in the specific geographic areas in which the Company is engaged or has been
engaged in the preceding twelve (12) months for that particular market and product line (the
“Business Activities”).


 


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(ii) Notwithstanding the foregoing, Executive may (A) engage, participate or invest in, or be
employed by, an entity that is engaged in the Business Activities (a “Competing Entity”) so long as
(1) the Annual Revenues derived by the Company from the Business Activities in which the Competing
Entity is engaged do not exceed $50 million in the aggregate and (2) the Annual Revenues derived by
the Competing Entity from the Business Activities do not exceed $50 million in the aggregate; (B)
engage, participate or invest in, or be employed by, a Competing Entity so long as the Business
Activities for which Executive has oversight do not exceed five percent (5%) of the total Annual
Revenues of such Competing Entity; or (C) acquire solely as an investment not more than 2% of any
class of securities of any competing entity if such class of securities is listed on a national
securities exchange or on the Nasdaq system, so long as Executive remains a passive investor in
such entity. For purposes of this Section 9(a)(ii), the term “Annual Revenues” shall mean annual
revenues for the most recently completed fiscal year.



(b) Hiring of Employees. During the Non-Compete Period, the Executive agrees that
Executive will not directly or indirectly solicit for employment, or hire or offer employment to,
(i) any employee of the Company unless the Company first terminates the employment of such
employee, or (ii) any person who at any time during the one hundred eighty (180) day period prior
to the Termination Date was an employee of the Company.



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



(d) Return of Company Property. Upon a Termination of Employment Executive will
deliver to the person designated by the Company all originals and copies of all documents and
property of the Company in Executive’s possession, under Executive’s control, or to which Executive
may have access. The Executive will not reproduce or appropriate for Executive’s own use, or for
the use of others, any Confidential Information.




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



(a) Executive acknowledges that the restrictions contained in Sections 8 and 9 are reasonable
and necessary to protect the legitimate interests of the Company and its Affiliates, that the
Company would not have entered into this Agreement in the absence of such restrictions,
and that any violation of any provision of that Section will result in irreparable injury to
the Company. Executive represents and acknowledges that (i) Executive has been advised by the
Company to consult Executive’s own legal counsel in respect of this Agreement and (ii) Executive
has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement
with Executive’s counsel.


 


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(b) Executive agrees that the Company shall be entitled to preliminary and permanent
injunctive relief, without the necessity of proving actual damages, as well as an equitable
accounting of all earnings, profits and other benefits arising from any violation of Sections 8 or
9, which rights shall be cumulative and in addition to any other rights or remedies to which the
Company may be entitled under applicable law. Without limiting the foregoing, Executive also
agrees that payment of the compensation and benefits payable under Section 4 may be automatically
ceased in the event of a material breach of the covenants of Sections 8 or 9, provided the Company
gives Executive written notice of such breach, specifying in reasonable detail the circumstances
constituting such material breach.



(c) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal
proceeding arising out of Sections 8 or 9 hereof, including any action commenced by the Company for
preliminary and permanent injunctive relief or other equitable relief, may be brought in a United
States District Court in Pennsylvania, or if such court does not have jurisdiction or will not
accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania,
(ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or
proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any
such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally
consents to receive service of any process, pleadings, notices or other papers in a manner provided
for in Section 14 for the giving of notices.



11. Enforcement. It is the intent of the parties that Executive not be required to
incur any expenses associated with the enforcement of Executive’s rights under this Agreement by
arbitration, litigation or other legal action, because the cost and expense thereof would
substantially detract from the benefits intended to be extended to Executive hereunder.
Accordingly, the Company will pay Executive the amount necessary to reimburse Executive in full for
all expenses (including all attorneys’ fees and legal expenses) incurred by Executive in attempting
to enforce any of the obligations of the Company under this Agreement, without regard to outcome,
unless the lawsuit brought by Executive is determined to be frivolous by a court of final
jurisdiction. The Company shall reimburse Executive within 15 days following the date on which the
Company receives proof of payment of such expense, which proof must be submitted no later than
December 1 of the calendar year after the calendar year in which the expense was incurred. The
amount of such expenses that the Company is obligated to pay in any given calendar year shall not
affect the amount of such expenses that the Company is obligated to pay in any other calendar year,
and Executive’s right to have the Company reimburse the payment of such expenses may not be
liquidated or exchanged for any other benefit.



12. No Obligation to Mitigate Company’s Obligations. Executive will not be required
to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided
for herein be reduced by any compensation earned by other employment or otherwise, except to
the extent provided in Subsections 4(f) and 4(g).


 


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13. No Set-Off. Except as provided in Sections 7 and 10(b), the Company’s obligation
to make the payments, and otherwise perform its obligations, provided for in this Agreement shall
not be diminished or delayed by reason of any set-off, counterclaim, recoupment or similar claim
which the Company may have against Executive or others.



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




If to the Company, to:




Teleflex Incorporated

155 S. Limerick Road

Limerick, PA 19468

Attention: General Counsel




If to Executive, to:




Richard A. Meier

[Intentionally omitted]



15. Residence; Governing Law. Executive hereby represents and warrants to the Company
that, as of the date of this Agreement, Executive is a resident of the Commonwealth of
Pennsylvania. This Agreement will be governed by the law of Pennsylvania, excluding any conflicts
or choice of law rule or principle that might otherwise refer to the substantive law of another
jurisdiction for the construction, or determination of the validity or effect, of this Agreement.



16. Parties in Interest. This Agreement, including specifically the covenants of
Sections 8 and 9, will be binding upon and inure to the benefit of the parties and their respective
heirs, successors and assigns.



17. Entire Agreement. This Agreement and the Change of Control Severance Agreement
contain the entire agreement between the parties with respect to the right of Executive to receive
severance compensation upon the termination of his Employment, and such Agreements supersede any
prior agreements or understandings between the parties relating to the subject matter of the Change
of Control Severance Agreement or this Agreement.


 


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18. Amendment or Modification. No amendment or modification of or supplement to this
Agreement will be effective unless it is in writing and duly executed by the party to be charged
thereunder. It is the Parties’ intention that the benefits and rights to which Executive could
become entitled in connection with Termination of Employment comply with Code Section 409A. If
Executive or the Company believes, at any time, that any of such benefit or
right does not so comply, he or it shall promptly advise the other party and shall negotiate
reasonably and in good faith to amend the terms of this Agreement such that it complies (with the
most limited economic effect on Executive and the Company).



19. Construction. The following principles of construction will apply to this
Agreement:



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




(b) The word “including” means “including without limitation.”



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




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



	 	 	 	 	 
	 	TELEFLEX INCORPORATED

 	 
	 	By:  	/s/ Jeffrey P. Black
 	 
	 	 	Name:  	Jeffrey P. Black 	 
	 	 	Title:  	Chairman, President and

Chief Executive Officer 	 
	 	 	 
	 	                                      /s/ Richard A. Meier
 	 
	 	Richard A. Meier 	 




 


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