TELEFLEX INCORPORATED 155 South Limerick Road Limerick, PA 19468
Exhibit 10.1
July 31, 2006
Xx. Xxxx X. Xxxxxxx
000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
We are pleased to confirm this amended and restated agreement, effective as of March 7, 2005,
with you respecting your continuing employment, service as a consultant following your retirement
and other related matters.
1. Employment and Responsibilities. Subject to the terms of this Agreement, during
the Term (defined in Section 3) you will continue to be employed by Teleflex Incorporated (the
“Company”) as Vice Chairman, or in such other capacity as the Board of Directors may determine from
time to time with your consent. You will faithfully perform such duties and responsibilities,
consistent with your position as a senior executive officer, as may be assigned to you by the Board
of Directors or by the Chief Executive Officer of the Company, to whom you will report directly.
During the Term you will devote your full time and attention to the affairs of the Company and will
not, directly or indirectly, accept any other employment or otherwise engage in any other business
activities requiring your personal services, except as the Board of Directors or the Chief
Executive Officer of the Company may approve.
2. Compensation and Benefits. During the Term you will be paid a base salary at a
rate not less than $440,000 per year and you will be eligible to participate in all bonus and other
compensation plans, and all benefit plans, in which senior executives of the Company generally are
eligible to participate other than the Long Term Incentive Plan under the Company’s Executive
Incentive Plan.
3. Termination of Employment. The term of your employment (the “Term”) will continue
pursuant to this Agreement until the first to occur of the following: (i) the Termination Date,
(ii) the Disability Date, or (iii) the date on which your employment ceases due to your death.
4. Retirement and Benefits. Upon the Termination Date you will retire from employment
by the Company. During your retirement you will be entitled to participate in all benefit plans to
the extent that such plans provide for your participation as a retired former employee, and you
will be entitled to receive all your vested benefits under, and pursuant to the terms of, the
retirement and other benefit plans of the Company. Health insurance will be provided to you during
the four (4) years immediately following the Termination Date at the Company’s expense.
5. Consulting Services. During the three (3) years immediately following the
Termination Date (the “Consultancy Period”) you will make yourself available to serve the Company
as an independent consultant, performing such duties and responsibilities as the Chief Executive
Officer of the Company, or such officer’s delegate, may reasonably request from time to time;
provided that: (i) without your consent, you will not be obliged to provide service on more than
fifteen (15) days in any calendar quarter; (ii) you shall not provide services to the Company on
more than one hundred thirty (130) days in any one calendar year, and (iii) if you have a
Disability during the Consultancy Period, you shall not be required to provide service beyond that
which you are reasonably capable of providing in light of your Disability.
During the Consultancy Period, the Company will pay you monthly a retainer fee (the “Retainer
Fee”) at the annual rate equal to the rate of your base salary in effect immediately before the
Termination Date. Notwithstanding the foregoing, if on the Termination Date you are a Specified
Employee (as defined by Section 409A of the Internal Revenue Code of 1986), then to the extent
required by the Internal Revenue Code, (i) the Company will not commence making payments of the
Retainer Fee to you until six (6) months after the Termination Date, at which time the entire
amount that had been due to you for the preceding six (6) month period will be paid to you in one
(1) lump sum and the remainder of the Retainer Fee will be payable to you in equal monthly
installments; and (ii) for the first six-month period of health insurance coverage as specified in
paragraph 4 above, you must pay for the cost of this coverage and, at the end of this six-month
period, you will be reimbursed for the cost of such coverage. In addition, the Company will pay
you such compensation for each day when you provide such consulting services as you and the Company
may agree in writing. Amounts payable to you on account of the consulting services you actually
provide to the Company will not be subject to the six (6) month payment delay.
6. Payments in the Event of Death.
(a) In the event of your death prior to the Termination Date, the Company will pay your estate
an amount equal to three times your base annual salary in effect on the date of your death, subject
to all legally required withholdings. This sum shall be paid in a lump sum within sixty (60) days
of the date of your death.
(b) In the event of your death after the Termination Date but during the Consultancy Period,
the Company will pay your estate an amount equal to the Retainer Fees that would have been paid to
you during the remainder of the Consultancy Period. The Company shall pay this amount in a lump
sum within sixty (60) days of the date of your death.
7. Restrictive Covenants.
(a) Non-Competition. During the four (4) years immediately following the Termination
Date, without the prior consent of the Chief Executive Officer of the Company or his delegate, you
will not directly or indirectly own, manage, operate, join, control or participate in the
ownership, management, operation or control of, or be employed or otherwise connected in any manner
with, any business which directly or indirectly competes with the business of the Company or any
Affiliate in any part of the world in which the Company or any such Affiliate, as the case may be,
carried on business at the Termination Date; provided that the ownership of less than 1% of the
outstanding shares of stock of any class of any corporation (or
similar equity
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interest of any other enterprise) which is listed on the New York Stock Exchange or the
American Stock Exchange, or traded or quoted on the NASDAQ National Market shall not be prohibited
by the foregoing.
(b) Confidential Information. At no time will you use for your own benefit or
disclose to any other Person any confidential information of the Company or any of its Affiliates
without written authority from the Chief Executive Officer of the Company, except as may be
required by law. “Confidential information” at any relevant time means all data and information,
whether or not in written form, relating to the customers, finances, processes, know-how, plans and
arrangements or other affairs of the Company or any of its Affiliates which, at such time, has not
been made available to the public generally (otherwise than in violation of this or any other
confidentiality agreement or applicable law).
(c) Remedies. You acknowledge that in the event of a breach or threatened breach of
the provisions of this Section 6, the Company’s remedy at law will be inadequate and the Company
will be entitled to appropriate injunctive or other equitable relief. Should the provisions of
this Section 6 be adjudged invalid to any extent by any competent tribunal, such provisions will be
deemed modified to the extent necessary to make them enforceable.
8. Construction and Definitions.
(a) The term “Affiliate” with respect to the Company means any Person which controls, is
controlled by or is under common control with, the Company.
(b) The term “Disability” shall mean a material incapacity from fully performing your
responsibilities under this Agreement by reason of illness, injury, or other physical or mental
condition.
(c) The term “Person” means a corporation, a partnership, an association, a trust or other
entity or organization.
(d) The term “Termination Date” shall mean the first of the following to occur: (i) such date
as you have a Disability, or (ii) such date as may be specified in a notice of termination given by
either you or the Company to the other at least thirty (30) days prior to such specified date.
(e) The term “including” means “including but not limited to.”
(f) Unless otherwise expressly stated in connection therewith, a reference in this Agreement
to a “Section” or “party” refers to a Section of, or a party to, this Agreement.
9. Governing Law. This Agreement will be governed by and construed in accordance with
the law of Pennsylvania, excluding any rule or principle relating to conflicts or choice of law
that might otherwise call for the application of the substantive law of another jurisdiction to the
construction or interpretation of this Agreement.
10. Parties in Interest. This Agreement will be binding upon and inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.
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11. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes any prior agreement or
understanding between the parties with respect to any of such subject matter, including any
agreement or understanding with respect to your employment by the Company or your entitlement to
compensation or benefits by reason of, or in connection with, any such employment, whether past,
present or future; provided that nothing in this Agreement is intended to supersede, terminate or
otherwise modify the terms of (i) any stock option or restricted stock award granted to you by the
Company prior to the date of this Agreement or (ii) of your rights which have vested on or prior to
the date of this Agreement under any employee benefit plan of the Company.
12. Headings and Titles. The headings and titles of Sections of this Agreement are
inserted for convenience of reference only, form no part of this Agreement and shall not be
considered for purposes of construing or interpreting the provisions hereof.
13. Modification. No amendment or modification of, or supplement to, this Agreement
will be effective unless it is in writing and executed by or on behalf of the party to be charged
thereunder.
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Please indicate your agreement to the foregoing, by signing and returning to us a copy of this
letter.
| TELEFLEX INCORPORATED |
||||
| By: | /s/ Xxxxxxx X. Black | |||
| Xxxxxxx X. Black | ||||
| President and Chief Executive Officer | ||||
AGREED:
| /s/ Xxxx X. Xxxxxxx | ||||
| Xxxx X. Xxxxxxx | ||||
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