Common use of Headings and Titles Clause in Contracts

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written TELEFLEX MEDICAL EUROPE LTD. By: /s/ Xxxxxx XxXxxxxxx Name: Xxxxxx XxXxxxxxx Title: Director and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Xxxx Xxxxx 1. I, Xxxx Xxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any local law, including any claims and for the avoidance of doubt, I waive and compromise any claim I may have against the Company or the Group arising out of the constitution, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–2007, the Minimum Notice and Terms of Employment Acts 1973–2007, the Organisation of Working Time Xxx 0000, the Redundancy Payments Acts 1967–2007, the Terms of Employment (Information) Acts 1994–2001, the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000, the Safety Health and Welfare at Work Xxx 0000, the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on , 2 . I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on , 2 . The Company and the Group have no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any law, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: making any disclosure of information required by law or as directed by the Company. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the income tax treatment and tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitor, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby further acknowledge that the terms of Sections 7 and 8 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 8. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 2 contracts

Samples: Severance Agreement (Teleflex Inc), Severance Agreement (Teleflex Inc)

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Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written written. TELEFLEX MEDICAL EUROPE LTD. INCORPORATED By: /s/ Xxxxxx XxXxxxxxx Name: Xxxxxx XxXxxxxxx Title: Director and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Name: Xxxx XxxxxXxxxx Title: Chairman, President and CEO 1. I, Xxxx Xxxxx[____________], for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 [_________ ___], 20[__] (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED INCORPORATED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local lawlaws, including any claims and for under the avoidance Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of doubt1973, I waive and compromise any claim I may have against the Company or the Group arising out 29 USC §§ 701 et seq., Title VII of the constitutionCivil Rights Act of 1964, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–200742 USC §§ 2000e et seq., the Minimum Notice and Terms Civil Rights Act of Employment Acts 1973–20071991, 2 USC §§ 60 et seq., as applicable, the Organisation Age Discrimination in Employment Act of Working Time Xxx 00001967, 29 USC §§ 621 et seq., the Redundancy Payments Acts 1967–2007Americans with Disabilities Act, the Terms of Employment (Information) Acts 1994–200129 USC §§ 706 et seq., the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000Employee Retirement Income Security Act of 1974, the Safety Health and Welfare at Work Xxx 000029 USC §§ 301 et seq., the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for personal injuries, counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under any other plans or programs of the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or and/or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any lawfederal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or as directed by legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitorattorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby acknowledge that I have been informed that I have the right to consider this Release for a period of 21 days prior to execution. I also understand that I have the right to revoke this Release for a period of seven days following execution by giving written notice to the Company at the address set forth in Section 15 of the Agreement. 8. I hereby further acknowledge that the terms of Sections 7 8 and 8 9 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 89. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 2 contracts

Samples: Severance Agreement (Teleflex Inc), Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written in Wayne, Pennsylvania. TELEFLEX MEDICAL EUROPE LTD. INCORPORATED By: /s/ Xxxxxx XxXxxxxxx X. Xxxxx Name: Xxxxxx XxXxxxxxx X. Xxxxx Title: Director Chairman, President and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Xxxx XxxxxCEO 1. I, Xxxx Xxxxxxx X. Xxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 February ___, 2016 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED INCORPORATED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local lawlaws, including any claims and for under the avoidance Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of doubt1973, I waive and compromise any claim I may have against the Company or the Group arising out 29 USC §§ 701 et seq., Title VII of the constitutionCivil Rights Act of 1964, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–200742 USC §§ 2000e et seq., the Minimum Notice and Terms Civil Rights Act of Employment Acts 1973–20071991, 2 USC §§ 60 et seq., as applicable, the Organisation Age Discrimination in Employment Act of Working Time Xxx 00001967, 29 USC §§ 621 et seq., the Redundancy Payments Acts 1967–2007Americans with Disabilities Act, the Terms of Employment (Information) Acts 1994–200129 USC §§ 706 et seq., the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000Employee Retirement Income Security Act of 1974, the Safety Health and Welfare at Work Xxx 000029 USC §§ 301 et seq., the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under any other plans or programs of the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or and/or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any lawfederal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or as directed by legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitorattorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby acknowledge that I have been informed that I have the right to consider this Release for a period of 21 days prior to execution. I also understand that I have the right to revoke this Release for a period of seven days following execution by giving written notice to the Company at the address set forth in Section 15 of the Agreement. 8. I hereby further acknowledge that the terms of Sections 7 8 and 8 9 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 89. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written in Xxxxx, Pennsylvania. TELEFLEX MEDICAL EUROPE LTD. INCORPORATED By: /s/ Xxxxxx XxXxxxxxx X. Xxxxx Name: Xxxxxx XxXxxxxxx X. Xxxxx Title: Director Chairman, President and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Xxxx XxxxxCEO 1. I, Xxxx XxxxxXxxxx X. Xxxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 February ___, 2016 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED INCORPORATED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local lawlaws, including any claims and for under the avoidance Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of doubt1973, I waive and compromise any claim I may have against the Company or the Group arising out 29 USC §§ 701 et seq., Title VII of the constitutionCivil Rights Act of 1964, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–200742 USC §§ 2000e et seq., the Minimum Notice and Terms Civil Rights Act of Employment Acts 1973–20071991, 2 USC §§ 60 et seq., as applicable, the Organisation Age Discrimination in Employment Act of Working Time Xxx 00001967, 29 USC §§ 621 et seq., the Redundancy Payments Acts 1967–2007Americans with Disabilities Act, the Terms of Employment (Information) Acts 1994–200129 USC §§ 706 et seq., the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000Employee Retirement Income Security Act of 1974, the Safety Health and Welfare at Work Xxx 000029 USC §§ 301 et seq., the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under any other plans or programs of the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or and/or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any lawfederal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or as directed by legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitorattorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby acknowledge that I have been informed that I have the right to consider this Release for a period of 21 days prior to execution. I also understand that I have the right to revoke this Release for a period of seven days following execution by giving written notice to the Company at the address set forth in Section 15 of the Agreement. 8. I hereby further acknowledge that the terms of Sections 7 8 and 8 9 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 89. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written TELEFLEX MEDICAL EUROPE LTD. By: /s/ Xxxxxx XxXxxxxxx Name: Xxxxxx XxXxxxxxx Title: Director and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Xxxx Xxxxx. 1. I, Xxxx XxxxxKxxxx Xxxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 _________________ 2015 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any local law, including any claims and for the avoidance of doubt, I waive and compromise any claim I may have against the Company or the Group arising out of the constitution, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–2007, the Minimum Notice and Terms of Employment Acts 1973–20071973–2005, the Organisation of Working Time Xxx Axx 0000, the Redundancy Payments Acts 1967–20071967–2014, the Terms of Employment (Information) Acts 1994–20011994–2014, the Payment of Wages Xxx Axx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx Axx 0000, the Safety Health and Welfare at Work Xxx 0000Acts 2005 and 2010, the Employment Equality Acts 1998-20082012, the Protection of Xxxxxxxxxx Xxx 0000Employment Acts 1977 to 2014, the Employees (Provision of Information and Consultation) Xxx Axx 0000, the Protection of Employees (Part-Time) Work Xxx Axx 0000, the Protection of Employees (Fixed-Term) Work Xxx Axx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx Axx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-20042015, the Parental Leave Acts 1998 and 2006, the Pensions Act 1990 (as amended), the Protection of Young Persons (Employment) Axx 0000, the Protection of Employees (Temporary Agency Work) Axx 0000, the Protected Dxxxxxxxxxx Xxx 0000, the Workplace Relations Act 2015), the common law or otherwise all as amended, and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any law, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law or as directed by the Company. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the income tax treatment and tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitor, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby further acknowledge that the terms of Sections 7 and 8 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 8. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written TELEFLEX MEDICAL EUROPE LTD. By: /s/ Xxxxxx XxXxxxxxx Xxxx Xxxxx Name: Xxxxxx XxXxxxxxx Xxxx Xxxxx Title: Director Executive Vice President and Secretary Chief Operating Officer EXECUTIVE: /s/ Xxxx Xxxxx Xxxx XxxxxXxxxxxx 1. I, Xxxx XxxxxXxxxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 _________________ 2015 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any local law, including any claims and for the avoidance of doubt, I waive and compromise any claim I may have against the Company or the Group arising out of the constitution, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–2007, the Minimum Notice and Terms of Employment Acts 1973–20071973–2005, the Organisation of Working Time Xxx 0000, the Redundancy Payments Acts 1967–20071967–2014, the Terms of Employment (Information) Acts 1994–20011994–2014, the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000, the Safety Health and Welfare at Work Xxx 0000Acts 2005 and 2010, the Employment Equality Acts 1998-20082012, the Protection of Xxxxxxxxxx Xxx 0000Employment Acts 1977 to 2014, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-20042015, the Parental Leave Acts 1998 and 2006, the Pensions Act 1990 (as amended), the Protection of Young Persons (Employment) Xxx 0000, the Protection of Employees (Temporary Agency Work) Xxx 0000, the Protected Xxxxxxxxxxx Xxx 0000, the Workplace Relations Act 2015), the common law or otherwise all as amended, and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any law, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law or as directed by the Company. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the income tax treatment and tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitor, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby further acknowledge that the terms of Sections 7 and 8 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 8. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written in Wayne, Pennsylvania. TELEFLEX MEDICAL EUROPE LTD. INCORPORATED By: /s/ Xxxxxx XxXxxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx XxXxxxxxx Xxxxxxx X. Xxxxx Title: Director and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Vice President, Global Human Resources Xxxx Xxxxx 1. I, Xxxx Xxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated effective as of July 2012 January 1, 2018 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED INCORPORATED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local lawlaws, including any claims and for under the avoidance Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of doubt1973, I waive and compromise any claim I may have against the Company or the Group arising out 29 USC §§ 701 et seq., Title VII of the constitutionCivil Rights Act of 1964, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–200742 USC §§ 2000e et seq., the Minimum Notice and Terms Civil Rights Act of Employment Acts 1973–20071991, 2 USC §§ 60 et seq., as applicable, the Organisation Age Discrimination in Employment Act of Working Time Xxx 00001967, 29 USC §§ 621 et seq., the Redundancy Payments Acts 1967–2007Americans with Disabilities Act, the Terms of Employment (Information) Acts 1994–200129 USC §§ 706 et seq., the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000Employee Retirement Income Security Act of 1974, the Safety Health and Welfare at Work Xxx 000029 USC §§ 301 et seq., the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for personal injuries, counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under any other plans or programs of the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or and/or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any lawfederal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or as directed by legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitorattorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby acknowledge that I have been informed that I have the right to consider this Release for a period of 21 days prior to execution. I also understand that I have the right to revoke this Release for a period of seven days following execution by giving written notice to the Company at the address set forth in Section 15 of the Agreement. 8. I hereby further acknowledge that the terms of Sections 7 8 and 8 9 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 89. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

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Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written TELEFLEX MEDICAL EUROPE LTD. By: /s/ Xxxxxx XxXxxxxxx Xxxxxxxx-Xxxxxxx Name: Xxxxxx XxXxxxxxx Xxxxxxxx-Xxxxxxx Title: Director and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Xxxx XxxxxXxxxxxx 1. I, Xxxx XxxxxXxxxx Xxxxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 March ___, 2020 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any local law, including any claims and for the avoidance of doubt, I waive and compromise any claim I may have against the Company or the Group arising out of the constitution, contractunder contract (including any entitlement to bonus or expenses), common law, in equity, statute tort (in particularincluding any claim for personal injury and/or defamation), statute, statutory instrument or any treaty, regulation or directive of the European Union, including but not limited to claims under the Unfair Dismissals Adoptive Leave Acts 1977–20071995 and 2005, the Carer's Leave Xxx 0000, the Criminal Justice Xxx 0000, the Data Protection Xxx 0000, the Employment Equality Acts 1998 to 2015, the Employment (Miscellaneous Provisions) Xxx 0000, the Employment Permit Acts 2003 to 2014, the European Communities (Protection of Employees on the Transfer of Undertakings) Regulations 2003 to 2014, the Freedom of Information Xxx 0000, the Industrial Relations Acts 1946 to 2015, the Maternity Protection Acts 1994 and 2004, the Minimum Notice and Terms of Employment Acts 1973–20071973 to 2005, the National Minimum Wage Acts 2000 and 2015, the Organisation of Working Time Xxx 0000, the Paternity Leave and Benefit Xxx 0000, the Parental Leave Acts 1998 to 2019, the Payment of Wages Xxx 0000, the Pensions Acts 1990 to 2015, the Protection of Employees (Fixed-Term Work) Xxx 0000, the Protection of Employees (Part Time Work) Xxx 0000, the Protection of Employment Acts 1977 to 2014, the Protection of Employees (Temporary Agency Work) Xxx 0000, the Protection of Employment (Exceptional Collective Redundancies and Related Xxxxxxx) Xxx 0000, the Protection of Young Persons (Employment) Xxx 0000, the Protected Xxxxxxxxxxx Xxx 0000, the Redundancy Payments Acts 1967–20071967 to 2014, the Safety, Health and Welfare at Work Acts 2005 to 2014, the Terms of Employment (Information) Acts 1994–20011994 to 2014, the Payment of Wages Unfair Dismissals Acts 1977 to 2015, the Workplace Relations Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000, the Safety Health all other legislation relating to employment and Welfare at Work Xxx 0000, the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006)its termination, the common law or otherwise all as amended, and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries injury claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any law, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law or as directed by the Company. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the income tax treatment and tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitor, that the Company have offered to make a contribution to the costs incurred in taking such legal advice, that I have received the independent legal advice of counsel [insert name of solicitor] and that I understand its terms and effectseffects and, in particular, its effect on my ability to pursue my rights to bring a claim or claims before the District Court, Circuit Court, High Court, Court of Appeal, Supreme Court, the Workplace Relations Commission, the Labour Court or any other court or tribunal against the Company or any Group Company and/or any of their shareholders, directors or employees in respect of my employment and/or the termination of my employment. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. I further certify that I have entered into this Agreement without any coercion of any description. 7. I hereby further acknowledge that the terms of Sections 7 and 8 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 8. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written in Wayne, Pennsylvania. TELEFLEX MEDICAL EUROPE LTD. INCORPORATED By: /s/ Xxxxxx XxXxxxxxx Xxxxx Name: Xxxxxx XxXxxxxxx Xxxxx Title: Director Chairman, President, and Secretary EXECUTIVE: /s/ Xxxx Xxxxx CEO Xxxx Xxxxx 1. I, Xxxx Xxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated effective as of July 2012 May 1, 2015 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED INCORPORATED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local lawlaws, including any claims and for under the avoidance Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of doubt1973, I waive and compromise any claim I may have against the Company or the Group arising out 29 USC §§ 701 et seq., Title VII of the constitutionCivil Rights Act of 1964, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–200742 USC §§ 2000e et seq., the Minimum Notice and Terms Civil Rights Act of Employment Acts 1973–20071991, 2 USC §§ 60 et seq., as applicable, the Organisation Age Discrimination in Employment Act of Working Time Xxx 00001967, 29 USC §§ 621 et seq., the Redundancy Payments Acts 1967–2007Americans with Disabilities Act, the Terms of Employment (Information) Acts 1994–200129 USC §§ 706 et seq., the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000Employee Retirement Income Security Act of 1974, the Safety Health and Welfare at Work Xxx 000029 USC §§ 301 et seq., the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for personal injuries, counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under any other plans or programs of the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or and/or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on ___________________, 2 2___. I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________________, 2 2___. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any lawfederal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or as directed by legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitorattorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby acknowledge that I have been informed that I have the right to consider this Release for a period of 21 days prior to execution. I also understand that I have the right to revoke this Release for a period of seven days following execution by giving written notice to the Company at the address set forth in Section 15 of the Agreement. 8. I hereby further acknowledge that the terms of Sections 7 8 and 8 9 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 89. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written TELEFLEX MEDICAL EUROPE LTD. By: /s/ Xxxxxx XxXxxxxxx Name: Xxxxxx XxXxxxxxx Title: Director and Secretary EXECUTIVE: /s/ Xxxx Xxxxx Xxxx Xxxxx. 1. I, Xxxx XxxxxXxxxx Xxxxxx, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 1 September 2020 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any local law, including any claims and for the avoidance of doubt, I waive and compromise any claim I may have against the Company or the Group arising out of the constitution, contractunder contract (including any entitlement to bonus or expenses), common law, in equity, statute tort (in particularincluding any claim for personal injury and/or defamation), statute, statutory instrument or any treaty, regulation or directive of the European Union, including but not limited to claims under the Unfair Dismissals Adoptive Leave Acts 1977–20071995 and 2005, the Carer's Leave Xxx 0000, the Criminal Justice Xxx 0000, the Data Protection Xxx 0000, the Employment Equality Acts 1998 to 2015, the Employment (Miscellaneous Provisions) Xxx 0000, the Employment Permit Acts 2003 to 2014, the European Communities (Protection of Employees on the Transfer of Undertakings) Regulations 2003 to 2014, the Freedom of Information Xxx 0000, the Industrial Relations Acts 1946 to 2015, the Maternity Protection Acts 1994 and 2004, the Minimum Notice and Terms of Employment Acts 1973–20071973 to 2005, the National Minimum Wage Acts 2000 and 2015, the Organisation of Working Time Xxx 0000, the Paternity Leave and Benefit Xxx 0000, the Parental Leave Acts 1998 to 2019, the Payment of Wages Xxx 0000, the Pensions Acts 1990 to 2015, the Protection of Employees (Fixed-Term Work) Xxx 0000, the Protection of Employees (Part Time Work) Xxx 0000, the Protection of Employment Acts 1977 to 2014, the Protection of Employees (Temporary Agency Work) Xxx 0000, the Protection of Employment (Exceptional Collective Redundancies and Related Xxxxxxx) Xxx 0000, the Protection of Young Persons (Employment) Xxx 0000, the Protected Xxxxxxxxxxx Xxx 0000, the Redundancy Payments Acts 1967–20071967 to 2014, the Safety, Health and Welfare at Work Acts 2005 to 2014, the Terms of Employment (Information) Acts 1994–20011994 to 2014, the Payment of Wages Unfair Dismissals Acts 1977 to 2015, the Workplace Relations Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000, the Safety Health all other legislation relating to employment and Welfare at Work Xxx 0000, the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006)its termination, the common law or otherwise all as amended, and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries injury claim against the Company, the Group, any director, member or employee. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on __________, 2 . I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on ___________, 2 2_. The Company and the Group have has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any law, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: : (i) making any disclosure of information required by law or as directed by the Company. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the income tax treatment and tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitor, that the Company have offered to make a contribution to the costs incurred in taking such legal advice, that I have received the independent legal advice of counsel [insert name of solicitor] and that I understand its terms and effectseffects and, in particular, its effect on my ability to pursue my rights to bring a claim or claims before the District Court, Circuit Court, High Court, Court of Appeal, Supreme Court, the Workplace Relations Commission, the Labour Court or any other court or tribunal against the Company or any Group Company and/or any of their shareholders, directors or employees in respect of my employment and/or the termination of my employment. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. I further certify that I have entered into this Agreement without any coercion of any description. 7. I hereby further acknowledge that the terms of Sections 7 and 8 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 8. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Severance Agreement (Teleflex Inc)

Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. EXECUTED as of the date first above written March 24, 2006. TELEFLEX MEDICAL EUROPE LTD. INCORPORATED By: /s/ Xxxxxx XxXxxxxxx Name: Xxxxxx XxXxxxxxx Title: Director and Secretary EXECUTIVE: Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Vice-Chairman /s/ Xxxx Xxxxx Xxxx XxxxxXxxxxxx X. Black Xxxxxxx X. Black 1. I, Xxxx XxxxxXXXXXXX X. BLACK, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 February , 2006 (the “Agreement”) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED INCORPORATED (the “Company”) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local lawlaws, including any claims and for under the avoidance Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et. seq., the Rehabilitation Act of doubt1973, I waive and compromise any claim I may have against the Company or the Group arising out 29 USC §§ 701 et seq., Title VII of the constitutionCivil Rights Act of 1964, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 1977–200742 USC §§ 2000e et seq., the Minimum Notice and Terms Civil Rights Act of Employment Acts 1973–20071991, 2 USC §§ 60 et seq., as applicable, the Organisation Age Discrimination in Employment Act of Working Time Xxx 00001967, 29 USC §§ 621 et seq., the Redundancy Payments Acts 1967–2007Americans with Disabilities Act, the Terms of Employment (Information) Acts 1994–200129 USC §§ 706 et seq., the Payment of Wages Xxx 0000, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Xxx 0000Employee Retirement Income Security Act of 1974, the Safety Health and Welfare at Work Xxx 000029 USC §§ 301 et seq., the Employment Equality Acts 1998-2008, the Protection of Xxxxxxxxxx Xxx 0000, the Employees (Provision of Information and Consultation) Xxx 0000, the Protection of Employees (Part-Time) Work Xxx 0000, the Protection of Employees (Fixed-Term) Work Xxx 0000, the Adoptive Leave Acts 1995-2005, the Carer’s Leave Xxx 0000, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under any other plans or programs of the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or reimbursement to the extent provided under the Company’s Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs. Finallyprogram, I waive and compromise nor shall it apply to any claim for indemnification or for insurance coverage otherwise available with respect to take a personal injuries claim against acts or omissions within the scope of my employment with the Company, . A plan or program shall not be considered a separation or severance plan or program merely because it contains incidental provisions that operate in the Group, any director, member event of my separation or employeeseverance from the Company. 2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims. 3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on , 2 . I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on , 2 . The Company and the Group have Company has no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. 4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any lawfederal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. 5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or as directed by legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. 6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitorattorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. 7. I hereby acknowledge that I have been informed that I have the right to consider this Release for a period of 21 days prior to execution. I also understand that I have the right to revoke this Release for a period of seven days following execution by giving written notice to the Company at the address set forth in Section 25 of the Agreement. 8. I hereby further acknowledge that the terms of Sections 7 17 and 8 18 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8. 8. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.

Appears in 1 contract

Samples: Employment Agreement (Teleflex Inc)

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