Common use of Compensation upon Termination following a Change of Control Clause in Contracts

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 Salary. This amount shall be paid in 24 equal monthly installments over the 24-month period following the Commencement Date. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month anniversaries of the Commencement Date. (iii) The Company shall continue to provide health and dental benefits under the Company’s then current health plan for Employee and Employee’s spouse and dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or the Company may pay Employee cash in lieu of such coverage in an amount equal to Employee’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would result in adverse tax consequences to Employee). The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently with this period. (iv) During the Benefit Period, the Company shall reimburse Employee for the cost of outplacement assistance services, up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense. (v) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. (e) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (f) As a condition to receiving the payments and benefits under this Agreement, Employee must execute, and not revoke, a written waiver and release of claims against the Company, substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment reasonably determined by the Company to be necessary to comply with applicable law and regulation in effect as of Employee’s Termination Date) (the “Release”). If Employee fails to execute or revokes the Release, no payments or benefits shall be provided under this Agreement.

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 '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 '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 's Base Salary. This amount shall be paid in 24 equal monthly installments over the 24-month period following the Commencement Date. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month anniversaries of the Commencement Date. (iii) The Company shall continue to provide health and dental benefits under the Company’s 's then current health plan for Employee and Employee’s 's spouse and dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or the Company may pay Employee cash in lieu of such coverage in an amount equal to Employee’s 's after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would result in adverse tax consequences to Employee). The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently with this period. (iv) During the Benefit Period, the Company shall reimburse Employee for the cost of outplacement assistance services, up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense. (v) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. (e) All Company stock options and restricted stock held by Employee as of Employee’s 's Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (f) As a condition to receiving the payments and benefits under this Agreement, Employee must execute, and not revoke, a written waiver and release of claims against the Company, substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment reasonably determined by the Company to be necessary to comply with applicable law and regulation in effect as of Employee’s 's Termination Date) (the “"Release”"). If Employee fails to execute or revokes the Release, no payments or benefits shall be provided under this Agreement.

Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (d) below and Sections 4 and 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 of Employee’s unpaid base salary earned through the date on which Notice of Termination Dateis given, payable in accordance with the Company’s normal payroll schedule and payroll practices in effect as of the date on which Notice of Termination is given, subject to all applicable withholdings and deductions. (b) If a bonus awarded to Employee pursuant to any Bonus Plan for payment in the year in which Notice of Termination Year is given shall not have been paid to Employee, Employee shall receive the amount of such award within 15 days after the date on which Notice of Termination Dateis given. If no such bonus shall have been awarded to Employee under any Bonus Plan, on the Commencement Date Employee shall receive the following within 15 days after the date on which Notice of Termination is given: 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 year in which Notice of Termination Yearis given. (c) On Within 15 days after the Commencement Datedate on which Notice of Termination is given, 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 Bonus (the “TRIPPro-Rated Target Bonus”) 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 proPro-rated 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 year following the date on which Notice of Termination Date is given and (ii) the denominator of which is the number of days in the Performance Period. (d) Beginning with the Commencement Datedate on which Notice of Termination is given, Employee shall receive the following: (i) Employee shall receive an amount equal The Company will continue to two times pay Employee’s Base Salary. This amount Salary for the duration of the applicable Base Salary Continuation Period (the “Base Salary Severance Amount”), in accordance with the Company’s normal payroll schedule and payroll practices in effect from time to time, subject to all applicable withholdings and deductions, provided, however, that any payment of base salary made to Employee in respect of any notice period which he or the Company is required to give under the terms of his Contract of Employment (irrespective of whether Employee works, is placed on garden leave, or payment is made in lieu of, all or a part of such notice period) shall be paid offset against the Base Salary Severance Amount, and provided that in 24 equal monthly installments over the 24-month event that Employee is made redundant by the Company, then any statutory redundancy payment to which Employee is entitled shall be offset against the Base Salary Severance Amount calculated as of the Termination Date, and Employee shall not be entitled to double recovery in respect of (i) any statutory redundancy payment or (ii) any payment of base salary payable to Employee in respect of any notice period following which he or the Commencement DateCompany is required to give under the terms of his Contract of Employment. (ii) Employee shall receive an amount a payment equal to (A) one hundred percent (100%) of the Target Bonus on each the twelve (12) month anniversary of the six-month date on which Notice of Termination is given; and eighteen-month anniversaries (B) fifty percent (50%) of the Commencement DateTarget Bonus on the twenty-four (24) month anniversary of the date on which Notice of Termination is given. The amount paid on each such date shall be paid in the form of a single lump sum cash payment less any applicable deductions. (iii) The Subject to statutory deductions, during the Benefit Period, the Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. Notwithstanding the preceding, or if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), subject to statutory deductions, the Company may pay will reimburse Employee in cash in lieu on the last day of such coverage in each month during the Benefit Period (or balance thereof) an amount equal based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s after-tax cost of continuing such coveragespouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where such coverage may not be continued (or where such continuation would result in adverse tax consequences to Employee). The COBRA health care continuation coverage period under Section 4980B the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the Code shall run concurrently cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense. (v) If Employee was provided with the use of an automobile or a cash allowance therefor as , which proof must be submitted no later than December 1st of the Termination Datecalendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, such use of an automobile Employee shall only be entitled to reimbursement for those outplacement service costs incurred by Employee on or cash allowance, as prior to the case may be, shall be provided to Employee during the balance last day of the Benefit Periodsecond year following the Termination Year. (e) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (f) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”). If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

Compensation upon Termination following a Change of Control. Subject to the provisions terms of subsection (d) below and Sections 5 and 6 hereofthis 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: (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) in the actuarial present value, determined on event the basis of Employee was a participant in such plan prior to the applicable actuarial assumptions under the Teleflex Incorporated Retirement Income Plan (the “TRIP”) as of the Commencement Termination Date, of an amount equal to one and a half times the additional accruals Employer Non-Elective Contributions with which Employee would have been credited under each of the TRIP and the Teleflex Incorporated Supplemental Executive Retirement Deferred Compensation Plan in which Employee participates as of (“Deferred Compensation Plan”) for the plan year following the plan year that includes the Termination Date, if Employee were credited with two additional Years of Benefit Service (assuming that Employee’s Compensation and Bonus, as those terms are defined in the TRIP)Deferred Compensation Plan, received Base Salary for the plan year immediately following the plan year which includes the Termination Date are the same as Employee’s Compensation and Target Bonus throughout such additional two Years of Benefit Service, but made no contributions to a 401(k) or cafeteria planfor the plan year which includes the Termination Date. 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 one and a half (1.5) times Employee’s Base Salary. This amount Salary (the “Base Salary Severance Amount”), which shall be paid in 24 divided into eighteen equal monthly installments over the 24-month period following and paid as follows: (A) on the Commencement DateDate an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next eleven months. However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid. (ii) Employee shall receive an amount equal to (A) one hundred percent (100%) of the Target Bonus on each of the six-month anniversary of the Commencement Date and (B) fifty percent (50%) of the Target Bonus on the eighteen-month anniversaries anniversary of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment. (iii) The Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or . If the Company may pay continuation of coverage under the Company’s health and dental plans for Employee cash in lieu of such coverage in an amount equal to and Employee’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 continuing such coveragecoverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, where such coverage may not be continued the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or where such balance thereof) so that Employee will be in the same position as if the continuation would result in adverse of coverage could have been provided on a pre-tax consequences to Employee)basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense. (v) If Employee was provided with the use of an automobile or a cash allowance therefor as , which proof must be submitted no later than December 1st of the Termination Datecalendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, such use of an automobile Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or cash allowance, as prior to the case may be, shall be provided to Employee during the balance last day of the Benefit Periodsecond year following the Termination Year. (e) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (f) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

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) in the actuarial present value, determined on event the basis of Employee was a participant in such plan prior to the applicable actuarial assumptions under the Teleflex Incorporated Retirement Income Plan (the “TRIP”) as of the Commencement Termination Date, of the additional accruals Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the TRIP and next two (2) plan years following the Teleflex Incorporated Supplemental Executive Retirement Plan in plan year which Employee participates as of includes the Termination Date, if Employee were credited with two additional Years of Benefit Service (assuming that Employee’s Compensation and Bonus, as those terms are defined in the TRIP)Deferred Compensation Plan, received Base Salary for each of the two (2) plan years immediately following the plan year which includes the Termination Date are the same as Employee’s Compensation and Target Bonus throughout such additional two Years of Benefit Service, but made no contributions to a 401(k) or cafeteria planfor the plan year which includes the Termination Date. 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 Salary. This amount Salary (the “Base Salary Severance Amount”), which shall be paid in divided into 24 equal monthly installments over the 24-month period following and paid as follows: (A) on the Commencement DateDate an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months. However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month anniversaries of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment. (iii) The Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or . If the Company may pay continuation of coverage under the Company’s health and dental plans for Employee cash in lieu of such coverage in an amount equal to and Employee’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 continuing such coveragecoverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, where such coverage may not be continued the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or where such balance thereof) so that Employee will be in the same position as if the continuation would result in adverse of coverage could have been provided on a pre-tax consequences to Employee)basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee 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. (ve) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, Employee may continue to use such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date. (ef) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (fg) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (dg) below and Sections 4, 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) in the actuarial present value, determined on event the basis of Employee was a participant in such plan prior to the applicable actuarial assumptions under the Teleflex Incorporated Retirement Income Plan (the “TRIP”) as of the Commencement Termination Date, of the additional accruals Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the TRIP and next two (2) plan years following the Teleflex Incorporated Supplemental Executive Retirement Plan in plan year which Employee participates as of includes the Termination Date, if Employee were credited with two additional Years of Benefit Service (assuming that Employee’s Compensation and Bonus, as those terms are defined in the TRIP)Deferred Compensation Plan, received Base Salary for each of the two (2) plan years immediately following the plan year which includes the Termination Date are the same as Employee’s Compensation and Target Bonus throughout such additional two Years of Benefit Service, but made no contributions to a 401(k) or cafeteria planfor the plan year which includes the Termination Date. 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 three times Employee’s Base Salary. This amount Salary (the “Base Salary Severance Amount”), which shall be paid in 24 divided into 36 equal monthly installments over the 24-month period following and paid as follows: (A) on the Commencement DateDate an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next twenty-nine months. However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 36 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month and thirty-month anniversaries of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment. (iii) The Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or . If the Company may pay continuation of coverage under the Company’s health and dental plans for Employee cash in lieu of such coverage in an amount equal to and Employee’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 continuing such coveragecoverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, where such coverage may not be continued the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or where such balance thereof) so that Employee will be in the same position as if the continuation would result in adverse of coverage could have been provided on a pre-tax consequences to Employee)basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee 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, Employee shall only be entitled to reimbursement for those outplacement service costs incurred by Employee on or prior to the last day of the second year following the Termination Year. In the event that Employee does not utilize the full amount of outplacement services to which he is entitled under this Section 3(d)(iv), the remaining amount shall not be converted into a cash payment to Employee. (ve) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, Employee may continue to use such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date. (ef) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement Effective Date or the date of such award, to so provide. (fg) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (dg) below and Sections 4, 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) in the actuarial present value, determined on event the basis of Employee was a participant in such plan prior to the applicable actuarial assumptions under the Teleflex Incorporated Retirement Income Plan (the “TRIP”) as of the Commencement Termination Date, of the additional accruals Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the TRIP and next three (3) plan years following the Teleflex Incorporated Supplemental Executive Retirement Plan in plan year which Employee participates as of includes the Termination Date, if Employee were credited with two additional Years of Benefit Service (assuming that Employee’s Compensation and Bonus, as those terms are defined in the TRIP)Deferred Compensation Plan, received Base Salary for each of the three (3) plan years immediately following the plan year which includes the Termination Date are the same as Employee’s Compensation and Target Bonus throughout such additional two Years of Benefit Service, but made no contributions to a 401(k) or cafeteria planfor the plan year which includes the Termination Date. 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 three times Employee’s Base Salary. This amount Salary (the “Base Salary Severance Amount”), which shall be paid in 24 divided into 36 equal monthly installments over the 24-month period following and paid as follows: (A) on the Commencement DateDate an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next twenty-nine months. However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 36 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month, eighteen-month and eighteenthirty-month anniversaries of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment. (iii) The Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or . If the Company may pay continuation of coverage under the Company’s health and dental plans for Employee cash in lieu of such coverage in an amount equal to and Employee’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 continuing such coveragecoverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, where such coverage may not be continued the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or where such balance thereof) so that Employee will be in the same position as if the continuation would result in adverse of coverage could have been provided on a pre-tax consequences to Employee)basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee 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. (ve) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, Employee may continue to use such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date. (ef) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (fg) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (d) below and Sections 4 and 5 and 6 hereof, in the event of Employee’s 's Termination following a Change of Control, Employee shall be entitled to receive the following payments and benefits from the Company: (ai) Within 15 days after the Termination Date, Employee shall receive a lump sum cash payment equal to of Employee’s 's unpaid base salary earned through the date on which Notice of Termination Dateis given, payable in accordance with the Company's normal payroll schedule and payroll practices in effect as of the date on which Notice of Termination is given, subject to all applicable withholdings and deductions. (bii) If a bonus awarded to Employee pursuant to any Bonus Plan for payment in the year in which Notice of Termination Year is given shall not have been paid to Employee, Employee shall receive the amount of such award within 15 days after the date on which Notice of Termination Dateis given. If no such bonus shall have been awarded to Employee under any Bonus Plan, on the Commencement Date Employee shall receive the following within 15 days after the date on which Notice of Termination is given: 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 year in which Notice of Termination Yearis given. (ciii) On Within 15 days after the Commencement Datedate on which Notice of Termination is given, 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 Bonus (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"Pro-Rated Target Bonus"), 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 proPro-rated 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 year following the date on which Notice of Termination Date is given and (ii) the denominator of which is the number of days in the Performance Period. (div) Beginning with the Commencement Datedate on which Notice of Termination is given, Employee shall receive the following: a. The Company will continue to pay Employee's Base Salary for the duration of the applicable Base Salary Continuation Period (the "Base Salary Severance Amount"), in accordance with the Company's normal payroll schedule and payroll practices in effect from time to time, subject to all applicable withholdings and deductions, provided, however, that any payment of base salary made to Employee in respect of any notice period which he or the Company is required to give under the terms of his Contract of Employment (irrespective of whether Employee works, is placed on garden leave, or payment is made in lieu of, all or a part of such notice period) shall be offset against the Base Salary Severance Amount, and provided that in the event that Employee is made redundant by the Company, then any statutory redundancy payment to which Employee is entitled shall be offset against the Base Salary Severance Amount calculated as of the Termination Date, and Employee shall not be entitled to double recovery in respect of (i) any statutory redundancy payment or (ii) any payment of base salary payable to Employee in respect of any notice period which he or the Company is required to give under the terms of his Contract of Employment. b. Employee shall receive an amount a payment equal to two times Employee’s Base Salary(A) one hundred percent (100%) of the Target Bonus on the twelve (12) month anniversary of the date on which Notice of Termination is given; and (B) fifty percent (50%) of the Target Bonus on the twenty-four (24) month anniversary of the date on which Notice of Termination is given. This The amount paid on each such date shall be paid in 24 equal monthly installments over the 24-month period following the Commencement Dateform of a single lump sum cash payment less any applicable deductions. (ii) Employee shall receive an amount equal c. Subject to statutory deductions, during the Target Bonus on each of Benefit Period, the six-month and eighteen-month anniversaries of the Commencement Date. (iii) The Company shall continue to provide health and dental benefits under the Company’s then 's then-current health plan and dental plans for Employee and Employee’s 's spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. Notwithstanding the preceding, or if Employee and Employee's spouse and eligible dependents are not eligible to continue coverage under the Company's health and/or dental plan(s), subject to statutory deductions, the Company may pay will reimburse Employee in cash in lieu on the last day of such coverage in each month during the Benefit Period (or balance thereof) an amount equal based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s after-tax cost of continuing such coverage's spouse and eligible dependents under the Company's health and/or dental plan(s) covering Employee, where such coverage may not be continued (or where such continuation would result in adverse tax consequences to Employee). The COBRA health care continuation coverage period under Section 4980B the net monthly reimbursement after taxes are withheld will equal the Company's portion of the Code shall run concurrently cost paid by Employee for that month's coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the d. The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee 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, Employee shall only be entitled to reimbursement for those outplacement service costs incurred by Employee on or prior to the last day of the second year following the Termination Year. (v) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. (e) All Company stock options and restricted stock held by Employee as of Employee’s 's Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (fvi) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s 's Termination Date) executed by Employee (the “"Release”"). If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (d) below and Sections 4 and 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, i. Employee shall receive a lump sum cash payment equal to of Employee’s unpaid base salary earned through the date on which Notice of Termination Dateis given, payable in accordance with the Company’s normal payroll schedule and payroll practices in effect as of the date on which Notice of Termination is given, subject to all applicable withholdings and deductions. (b) ii. If a bonus awarded to Employee pursuant to any Bonus Plan for payment in the year in which Notice of Termination Year is given shall not have been paid to Employee, Employee shall receive the amount of such award within 15 days after the date on which Notice of Termination Dateis given. If no such bonus shall have been awarded to Employee under any Bonus Plan, on the Commencement Date Employee shall receive the following within 15 days after the date on which Notice of Termination is given: 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 year in which Notice of Termination Yearis given. (c) On iii. Within 15 days after the Commencement Datedate on which Notice of Termination is given, 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 Bonus (the “TRIPPro-Rated Target Bonus”) 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 proPro-rated 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 year following the date on which Notice of Termination Date is given and (ii) the denominator of which is the number of days in the Performance Period. (d) iv. Beginning with the Commencement Datedate on which Notice of Termination is given, Employee shall receive the following: a. The Company will continue to pay Employee’s Base Salary for the duration of the applicable Base Salary Continuation Period (the “Base Salary Severance Amount”), in accordance with the Company’s normal payroll schedule and payroll practices in effect from time to time, subject to all applicable withholdings and deductions, provided, however, that any payment of base salary made to Employee in respect of any notice period which he or the Company is required to give under the terms of his Contract of Employment (irrespective of whether Employee works, is placed on garden leave, or payment is made in lieu of, all or a part of such notice period) shall be offset against the Base Salary Severance Amount, and provided that in the event that Employee is made redundant by the Company, then any statutory redundancy payment to which Employee is entitled shall be offset against the Base Salary Severance Amount calculated as of the Termination Date, and Employee shall not be entitled to double recovery in respect of (i) any statutory redundancy payment or (ii) any payment of base salary payable to Employee in respect of any notice period which he or the Company is required to give under the terms of his Contract of Employment. b. Employee shall receive an amount a payment equal to two times Employee’s Base Salary(A) one hundred percent (100%) of the Target Bonus on the twelve (12) month anniversary of the date on which Notice of Termination is given; and (B) fifty percent (50%) of the Target Bonus on the twenty-four (24) month anniversary of the date on which Notice of Termination is given. This The amount paid on each such date shall be paid in 24 equal monthly installments over the 24-month period following the Commencement Dateform of a single lump sum cash payment less any applicable deductions. (ii) Employee shall receive an amount equal c. Subject to statutory deductions, during the Target Bonus on each of Benefit Period, the six-month and eighteen-month anniversaries of the Commencement Date. (iii) The Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. Notwithstanding the preceding, or if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), subject to statutory deductions, the Company may pay will reimburse Employee in cash in lieu on the last day of such coverage in each month during the Benefit Period (or balance thereof) an amount equal based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s after-tax cost of continuing such coveragespouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where such coverage may not be continued (or where such continuation would result in adverse tax consequences to Employee). The COBRA health care continuation coverage period under Section 4980B the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the Code shall run concurrently cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the d. The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee 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, Employee shall only be entitled to reimbursement for those outplacement service costs incurred by Employee on or prior to the last day of the second year following the Termination Year. (v) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. (e) v. All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (f) As xx. Xx a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”). If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (d) below and Sections 4 and 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 of Employee’s unpaid base salary earned through the Termination Date, payable in accordance with the Company’s normal payroll schedule and payroll practices in effect as of the Termination Date, subject to all applicable withholdings and deductions. (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) in the actuarial present value, determined on event the basis of Employee was a participant in such plan prior to the applicable actuarial assumptions under the Teleflex Incorporated Retirement Income Plan (the “TRIP”) as of the Commencement Termination Date, of the additional accruals Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the TRIP and next two (2) plan years following the Teleflex Incorporated Supplemental Executive Retirement Plan in plan year which Employee participates as of includes the Termination Date, if Employee were credited with two additional Years of Benefit Service (assuming that Employee’s Compensation and Bonus, as those terms are defined in the TRIP)Deferred Compensation Plan, received Base Salary for each of the two (2) plan years immediately following the plan year which includes the Termination Date are the same as Employee’s Compensation and Target Bonus throughout such additional two Years of Benefit Service, but made no contributions to a 401(k) or cafeteria planfor the plan year which includes the Termination Date. 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 twenty-one (21) months of Employee’s Base Salary. This amount Salary (the “Base Salary Severance Amount”), which shall be paid in 24 divided into 21 equal monthly installments over the 24-month period following and paid as follows: (A) on the Commencement DateDate an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next fourteen months. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month anniversaries of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment. (iii) The Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. Notwithstanding the preceding, or if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company may pay will reimburse Employee in cash in lieu on the last day of such coverage in each month during the Benefit Period (or balance thereof) an amount equal based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s after-tax cost of continuing such coveragespouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where such coverage may not be continued (or where such continuation would result in adverse tax consequences to Employee). The COBRA health care continuation coverage period under Section 4980B the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the Code shall run concurrently cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee 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. (ve) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, Employee may continue to use such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date. (ef) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (fg) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”). If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.

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 three additional Years of Benefit Service (as defined in the TRIP), received Base Salary and Target Bonus throughout such additional two three 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 three times Employee’s Base Salary. This amount shall be paid in 24 36 equal monthly installments over the 2436-month period following the Commencement Date. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month and thirty-month anniversaries of the Commencement Date. (iii) The Company shall continue to provide health and dental benefits under the Company’s then current health plan for Employee and Employee’s spouse and dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or the Company may pay Employee cash in lieu of such coverage in an amount equal to Employee’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would result in adverse tax consequences to Employee). The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently with this period. (iv) During the Benefit Period, the Company shall reimburse Employee for the cost of outplacement assistance services, up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense. (v) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. (e) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (f) As a condition to receiving the payments and benefits under this Agreement, Employee must execute, and not revoke, a written waiver and release of claims against the Company, substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment reasonably determined by the Company to be necessary to comply with applicable law and regulation in effect as of Employee’s Termination Date) (the “Release”). If Employee fails to execute or revokes the Release, no payments or benefits shall be provided under this Agreement.

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) in the actuarial present value, determined on event the basis of Employee was a participant in such plan prior to the applicable actuarial assumptions under the Teleflex Incorporated Retirement Income Plan (the “TRIP”) as of the Commencement Termination Date, of the additional accruals Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for each of the TRIP and next two (2) plan years following the Teleflex Incorporated Supplemental Executive Retirement Plan in plan year which Employee participates as of includes the Termination Date, if Employee were credited with two additional Years of Benefit Service (assuming that Employee’s Compensation and Bonus, as those terms are defined in the TRIP)Deferred Compensation Plan, received Base Salary for each of the two (2) plan years immediately following the plan year which includes the Termination Date are the same as Employee’s Compensation and Target Bonus throughout such additional two Years of Benefit Service, but made no contributions to a 401(k) or cafeteria planfor the plan year which includes the Termination Date. 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 Salary. This amount Salary (the “Base Salary Severance Amount”), which shall be paid in divided into 24 equal monthly installments over the 24-month period following and paid as follows: (A) on the Commencement DateDate an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next seventeen months. However, if the Change of Control does not satisfy the requirements to be a ‘change in control’ for purposes of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, then, if necessary to satisfy Code Section 409A, the Base Salary Severance Amount shall be divided into 18 equal monthly installments (increased by one additional month for each completed year of full-time employment by Employee from and after January 1, 2008, not to exceed an additional six months) and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter until all of the installments have been paid. (ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month anniversaries of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment. (iii) The Company shall continue to provide health and dental benefits under the Company’s then then-current health plan and dental plans for Employee and Employee’s spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period, or . If the Company may pay continuation of coverage under the Company’s health and dental plans for Employee cash in lieu of such coverage in an amount equal to and Employee’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 continuing such coveragecoverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, where such coverage may not be continued the Company will pay Employee a lump sum cash payment on the last day of each applicable month during the Benefit Period (or where such balance thereof) so that Employee will be in the same position as if the continuation would result in adverse of coverage could have been provided on a pre-tax consequences to Employee)basis. The COBRA health care continuation coverage period under Section 4980B of the Code shall run concurrently begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with this periodthe 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. (iv) During the Benefit Period, the The Company shall reimburse Employee for the cost of outplacement assistance services, services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee 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, Employee shall only be entitled to reimbursement for those outplacement service costs incurred by Employee on or prior to the last day of the second year following the Termination Year. In the event that Employee does not utilize the full amount of outplacement services to which he is entitled under this Section 3(d)(iv), the remaining amount shall not be converted into a cash payment to Employee. (ve) If Employee was provided with the use of an automobile or a cash allowance therefor as of the Termination Date, Employee may continue to use such use of an automobile or cash allowance, as the case may be, shall be provided to Employee during the balance of the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date. (ef) All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide. (fg) As a condition to receiving the payments obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee must execute, and not revoke, immediately following the Termination Date a written waiver and release of claims against the Company, Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustment adjustments reasonably determined by the Company to be necessary to comply with applicable law laws and regulation regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided under to Employee pursuant to this Agreement.