Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (d) below and Sections 5 and 6 hereof, in the event of Employee’s Termination following a Change of Control, Employee shall be entitled to receive the following payments and benefits from the Company:
(a) Within 15 days after the Termination Date, Employee shall receive a lump sum cash payment equal to Employee’s unpaid base salary earned through the Termination Date.
(b) If a bonus awarded to Employee pursuant to any Bonus Plan for payment in the Termination Year shall not have been paid to Employee, Employee shall receive the amount of such award within 15 days after the Termination Date. If no such bonus shall have been awarded to Employee under any Bonus Plan, on the Commencement Date Employee shall receive a lump sum cash payment in the amount of the sum of the Target Amounts under each such Bonus Plan referred to in the immediately preceding sentence which would have been payable to Employee in the Termination Year.
(c) On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of (i) a pro-rated amount of the Target Bonus, (ii) the amount (if any) paid by Employee for health care continuation coverage (COBRA) for the period from the Termination Date to the date of such lump sum payment and (iii) the actuarial present value, determined on the basis of the applicable actuarial assumptions under the Teleflex Incorporated Retirement Income Plan (the “TRIP”) as of the Commencement Date, of the additional accruals with which Employee would have been credited under each of the TRIP and the Teleflex Incorporated Supplemental Executive Retirement Plan in which Employee participates as of the Termination Date, if Employee were credited with two additional Years of Benefit Service (as defined in the TRIP), received Base Salary and Target Bonus throughout such additional two Years of Benefit Service, but made no contributions to a 401(k) or cafeteria plan. The pro-rated Target Bonus shall be computed by multiplying the Target Bonus by a fraction (i) the numerator of which is the number of days in each year of the Performance Period applicable to such Component Target Amount reduced by the number of days in the Termination Year following the Termination Date and (ii) the denominator of which is the number of days in the Performance Period.
(d) Beginning with the Commencement Date, Employee shall receive the following:
(i) Employee shall receive an amount equal to two times Employee’s Base Sal...
Compensation upon Termination following a Change of Control. In the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company and (ii) the Executive's employment shall be involuntarily terminated for any reason on a date which is less than one year after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "Termination Date"), subject in each case to any applicable payroll or other taxes required to be withheld.
(1) The Company shall pay Executive a lump sum amount in cash equal to the sum of (a) Executive's monthly base salary multiplied by a number equal to 24 minus the number of whole months elapsed from the date of the Change of Control to the Termination Date (the "Multiplier") and (b) Executive's average annual bonus including in such average any such annual bonus earned (even though such bonus may be paid in the year following the year in which earned), (computed over the shorter of (x) the period of Executive's employment by the Company or (y) five calendar years each as measured to the day immediately preceding the Termination Date) divided by 12 and multiplied by the Multiplier.
(2) The Company shall pay Executive a lump sum amount in cash equal to accrued but unpaid salary and bonus through the Termination Date, and unpaid salary with respect to any vacation days accrued but not taken as of the Termination Date.
Compensation upon Termination following a Change of Control. Subject to the terms of this Agreement, in the event of Executive’s Termination following a Change of Control, then, subject to Section 5, Executive will receive the following payments and benefits from the Company:
Compensation upon Termination following a Change of Control. In the event of a Termination of Executive’s Employment other than for Cause within 12 months following a Change of Control, or prior to a Change of Control at the direction of a person who has entered into an agreement with the Company, the consummation of which will constitute a Change of Control, and contingent upon Executive’s compliance with Section 9 and execution of the Release of Claims and the expiration of the seven-day revocation period provided by the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act of 1990, without revocation of the Release of Claims by Executive, the Company shall pay or provide the following to Executive:
4.1 As severance pay and in lieu of any other compensation for periods subsequent to the date of termination, the Company shall pay Executive, in a single payment within ten days after the date of termination, an amount in cash equal to (a) one year of Executive’s annual base pay at the rate in effect immediately prior to the date of termination plus (b) the annual average of the amount paid to Executive under all annual cash incentive plans during the prior two full years ending prior to the date of termination.
4.2 The Company shall pay Executive a lump sum payment in an amount equivalent to the reasonably estimated cost Executive may incur to extend for a period of six months under the COBRA continuation laws Executive’s group health and dental plan coverage in effect at the time of termination. Executive may use this payment for such continuation coverage or for any other purpose.
4.3 The Company shall pay Executive a portion of the benefits under all annual cash incentive plans in effect at the time of termination equal to the estimated amount payable under such plans for the full year (based on performance or results to the date of termination) prorated for the portion of the plan year during which Executive was a participant. For purposes of this Agreement, Executive’s participation in any such plan will be considered to have ended on Executive’s date of termination. In making the proration calculation, the amount of Executive’s award if Executive had been a participant for the full incentive period shall be divided by the total number of days in the incentive period and the result multiplied by the actual number of days Executive participated in the plan. The Company shall pay such amount within 10 days after the date of termination.
4.4 All outstanding stock option...
Compensation upon Termination following a Change of Control. Subject to the terms of this Agreement, in the event of Employee’s Termination following a Change of Control, Employee shall be entitled to receive the following payments and benefits from the Company:
Compensation upon Termination following a Change of Control. Following a Change in Control of the Company, as defined in Subsection 2(a), upon termination of your employment, you shall be entitled to the following benefits:
Compensation upon Termination following a Change of Control. (OR IF TERMINATION OCCURS PRIOR TO A CHANGE IN CONTROL IN SPECIFIC CIRCUMSTANCES). Following a Change in Control of the Company as defined in Subsection 2(a), then:
(1) upon termination of your employment after such Change in Control, or (2) notwithstanding anything in this Agreement to the contrary, if termination of your employment occurred within six months prior to the Change in Control if such termination was by the Company without Cause by reason of the request of the person or persons (or their representatives) who subsequently acquire control of the Company in the Change of Control transaction, you shall be entitled to the following benefits:
Compensation upon Termination following a Change of Control. In addition to the rights and benefits accruing to the Executive as otherwise described in this Agreement, in the event that (a) a Change of Control shall have occurred while the Executive is employed hereunder and (b) the Executive's employment hereunder shall be involuntarily terminated for any reason other than Cause, death or Disability or the Executive shall terminate his employment hereunder for Good Reason, then the Company shall make a lump sum payment in cash to the Executive as severance pay on the fifth day following the Date of Termination equal to three times the Executive's annual base salary (including for these purposes any amounts previously deferred under any qualified or nonqualified deferred compensation plan, program or arrangement) in effect immediately prior to the date that either a Change of Control shall occur or such termination, whichever salary is higher; provided, however, that if all or any portion of the payments or benefits provided under this Section 9, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company or any Subsidiary, would constitute a "parachute payment" within the meaning of Section 280G of the Code, then the payments and benefits provided to the Executive under this Section 9 shall be reduced but only to the extent necessary that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the Executive's Net After Tax Benefit shall exceed the Net After Tax Benefit if such reduction were not made. The foregoing calculations (and any calculations required under the definition of Net After Tax Benefit) shal1 be made, at the Company's expense, by the Company and the Executive. If no agreement on the calculations is reached within five days of the Date of Termination then the Executive and the Company will agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company shall select a "big six" accounting firm which has no current or recent business relationship with the Company or with the Executive. The determination of any such firm selected will be conclusive and binding on all parties.
Compensation upon Termination following a Change of Control. In the event of a Termination of Executive’s Employment (as defined in Section 6.1 of this Agreement) other than for Cause (as defined in Section 6.2 of this Agreement), death or Disability (as defined in Section 6.3 of this Agreement) within 18 months following a Change of Control (as defined in
Compensation upon Termination following a Change of Control. In the event of a Termination of Executive’s Employment other than for Cause within 12 months following a Change of Control, or prior to a Change of Control at the direction of a person who has entered into an agreement with the Company, the consummation of which will constitute a Change of Control, and contingent upon Executive’s compliance with Section 10 and execution of the Release of Claims and the expiration of the seven-day revocation period provided by the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act of 1990, without revocation of the Release of Claims by Executive, the Company shall pay or provide the following to Executive:
4.1 As severance pay and in lieu of any other compensation for periods subsequent to the date of termination, the Company shall pay Executive, in a single payment within ten days after the date of termination, an amount in cash equal to six months of Executive’s annual base pay at the rate in effect immediately prior to the date of termination.
4.2 The Company shall pay Executive a lump sum payment in an amount equivalent to the reasonably estimated cost Executive may incur to extend for a period of three months under the COBRA continuation laws Executive’s group health and dental plan coverage in effect at the time of termination. Executive may use this payment for such continuation coverage or for any other purpose.
4.3 All outstanding stock options held by Executive under all stock option and stock incentive plans of the Company shall become immediately exercisable in full and shall remain exercisable until the earlier of (a) two years after termination of employment or (b) the option expiration date as set forth in the applicable option agreement.
4.4 The benefits provided in this Section 4 shall be in lieu of and not in addition to benefits provided in Section 3. Executive shall not receive benefits under both Section 3 and Section 4.
