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TELEFLEX INCORPORATED RETIREMENT INCOME PLAN

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

TELEFLEX INCORPORATED

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Title: TELEFLEX INCORPORATED RETIREMENT INCOME PLAN
Governing Law: Pennsylvania     Date: 2/25/2009
Industry: Electronic Instr. and Controls     Sector: Technology

TELEFLEX INCORPORATED RETIREMENT INCOME PLAN, Parties: teleflex incorporated
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Exhibit 10.2

 

TELEFLEX INCORPORATED

RETIREMENT INCOME PLAN

(As Amended and Restated Effective January 1, 2002)

 

 


 

 

 

 

 

 

ARTICLE I. DEFINITIONS

 

 

3

 

 

 

 

 

 

ARTICLE II. PARTICIPATION

 

 

20

 

 

 

 

 

 

2.1 Participation

 

 

20

 

 

2.2 Ineligible Employees

 

 

21

 

 

2.3 Time of Participation — Excluded Employees

 

 

22

 

 

2.4 Reemployed Individuals

 

 

22

 

 

 

 

 

 

ARTICLE III. AMOUNT OF RETIREMENT BENEFITS

 

 

22

 

 

 

 

 

 

3.1 Normal Retirement Benefits

 

 

22

 

 

3.2 Late Retirement Benefits

 

 

26

 

 

3.3 Early Retirement Benefit

 

 

26

 

 

3.4 Disability Retirement Benefit

 

 

27

 

 

3.5 Vested Deferred Retirement Benefit

 

 

28

 

 

3.6 Return of Accumulated Contributions

 

 

30

 

 

3.7 Restoration of Accrued Pension Benefit

 

 

30

 

 

3.8 Minimum Benefit

 

 

30

 

 

3.9 Transfer of Employment

 

 

30

 

 

3.10 Preservation of Accrued Benefit

 

 

30

 

 

 

 

 

 

ARTICLE IV. VESTING

 

 

31

 

 

 

 

 

 

4.1 Rate of Vesting — General Rule

 

 

31

 

 

4.2 Full Vesting in Accumulated Contributions

 

 

31

 

 

 

 

 

 

ARTICLE V. DEATH BENEFITS

 

 

31

 

 

 

 

 

 

5.1 Death of Vested Participant Before Annuity Starting Date

 

 

31

 

 

5.2 Amount and Time of Payment of Vested Terminated Participant’s Death Benefit

 

 

31

 

 

5.3 Death of Participant On or After Retirement Date

 

 

31

 

 

5.4 No Other Death Benefits

 

 

32

 

 

 

 

 

 

ARTICLE VI. PAYMENT OF RETIREMENT BENEFITS

 

 

32

 

 

 

 

 

 

6.1 Annuity Payment Date

 

 

32

 

 

6.2 Normal Form of Retirement Benefit — Unmarried Salaried Participants

 

 

32

 

 

6.3 Normal Form of Retirement Benefit — Married Salaried Participants

 

 

33

 

 

6.4 Optional Forms of Retirement Benefit Payment

 

 

33

 

 

6.5 Special Optional Form of Retirement Benefit Payments for TRIP Plan Participants

 

 

34

 

 

6.6 Election of Benefits — Notice and Election Procedures

 

 

34

 

 

6.7 Payment of Small Benefits

 

 

36

 

 


 

 

 

 

 

 

6.8 Continued Employment After Normal Retirement Date; Reemployed Participants

 

 

37

 

 

6.9 Required Distributions — Code Section 401(a)(9)

 

 

38

 

 

6.10 Eligible Rollover Distributions

 

 

44

 

 

 

 

 

 

ARTICLE VII. CONTRIBUTIONS

 

 

46

 

 

 

 

 

 

7.1 Employer Contributions

 

 

46

 

 

7.2 Funding Policy

 

 

46

 

 

7.3 Determination of Contributions

 

 

46

 

 

7.4 Time of Payment of Employer Contributions

 

 

46

 

 

7.5 Return of Employer Contributions

 

 

46

 

 

7.6 Forfeitures

 

 

47

 

 

7.7 Irrevocability

 

 

47

 

 

7.8 Employee Contributions

 

 

47

 

 

7.9 Funding Notice

 

 

47

 

 

 

 

 

 

ARTICLE VIII. ADMINISTRATION

 

 

47

 

 

 

 

 

 

8.1 Fiduciary Responsibility

 

 

47

 

 

8.2 Appointment and Removal of Committee

 

 

47

 

 

8.3 Compensation and Expenses of Committee

 

 

48

 

 

8.4 Committee Procedures

 

 

48

 

 

8.5 Plan Interpretation

 

 

48

 

 

8.6 Fiduciary Duties

 

 

48

 

 

8.7 Consultants

 

 

48

 

 

8.8 Method of Handling Plan Funds

 

 

49

 

 

8.9 Delegation and Allocation of Responsibility

 

 

49

 

 

8.10 Other Committee Powers and Duties

 

 

49

 

 

8.11 Records and Reports

 

 

50

 

 

8.12 Application and Forms for Benefits

 

 

50

 

 

8.13 Authorization of Benefit Payments

 

 

50

 

 

8.14 Funding Policy

 

 

50

 

 

8.15 Unclaimed Accrued Benefit — Procedure

 

 

51

 

 

8.16 Individual Statement

 

 

51

 

 

8.17 Parties to Litigation

 

 

51

 

 

8.18 Use of Alternative Media

 

 

52

 

 

8.19 Personal Data to Administrative Committee

 

 

52

 

 

8.20 Address for Notification

 

 

52

 

-ii-


 

 

 

 

 

 

8.21 Notice of Change in Terms

 

 

52

 

 

8.22 Assignment or Alienation

 

 

52

 

 

8.23 Litigation Against the Plan

 

 

52

 

 

8.24 Information Available

 

 

53

 

 

8.25 Presenting Claims for Benefits

 

 

53

 

 

8.26 Claims Review Procedure

 

 

54

 

 

8.27 Disputed Benefits

 

 

54

 

 

8.28 Claims Involving Benefits Related to Disability

 

 

54

 

 

 

 

 

 

ARTICLE IX. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION AND MERGER

 

 

55

 

 

 

 

 

 

9.1 Exclusive Benefit

 

 

55

 

 

9.2 Amendment of the Plan

 

 

55

 

 

9.3 Amendment to Vesting Provisions

 

 

56

 

 

9.4 Merger/Direct Transfers and Elective Transfers

 

 

56

 

 

9.5 Termination of the Plan

 

 

57

 

 

9.6 Full Vesting on Termination

 

 

58

 

 

9.7 Partial Termination

 

 

58

 

 

9.8 Allocation of Assets Upon Termination of Trust Fund

 

 

58

 

 

9.9 Manner of Distribution

 

 

59

 

 

9.10 Overfunding

 

 

59

 

 

 

 

 

 

ARTICLE X. WITHDRAWAL OF PARTICIPATING EMPLOYER

 

 

59

 

 

 

 

 

 

10.1 Withdrawal

 

 

59

 

 

10.2 Notice of Withdrawal

 

 

60

 

 

10.3 Withdrawal at Request of Board of Directors

 

 

60

 

 

10.4 Continuation of Plan

 

 

60

 

 

 

 

 

 

ARTICLE XI. LIMITATIONS ON BENEFITS

 

 

60

 

 

 

 

 

 

11.1 Limitation on Annual Benefits

 

 

60

 

 

11.2 Benefit Limitations — Rules for Certain Highly Compensated Employees

 

 

77

 

 

 

 

 

 

ARTICLE XII. PROVISIONS RELATING TO TOP-HEAVY PLAN

 

 

78

 

 

 

 

 

 

12.1 Top-Heavy Requirement

 

 

78

 

 

12.2 Minimum Vesting Requirement

 

 

78

 

 

12.3 Minimum Benefit Requirement

 

 

79

 

 

12.4 Change in Top-Heavy Status

 

 

80

 

 

 

 

 

 

ARTICLE XIII. VETERANS’ REEMPLOYMENT RIGHTS

 

 

80

 

 

 

 

 

 

13.1 USERRA

 

 

80

 

-iii-


 

 

 

 

 

 

13.2 Crediting Service

 

 

80

 

 

13.3 Compensation

 

 

81

 

 

13.4 Qualified Military Service

 

 

81

 

 

13.5 Earnings and Forfeitures

 

 

81

 

 

 

 

 

 

ARTICLE XIV. MISCELLANEOUS

 

 

81

 

 

 

 

 

 

 

14.1 Limited Purpose of Plan

 

 

81

 

 

14.2 Non-alienation

 

 

81

 

 

14.3 Facility of Payment

 

 

82

 

 

14.4 Effect of Return of Benefit Checks

 

 

82

 

 

14.5 Impossibility of Diversion

 

 

82

 

 

14.6 Unclaimed Benefits

 

 

83

 

 

14.7 Construction

 

 

83

 

 

14.8 Governing Law

 

 

83

 

 

14.9 Contingent Effectiveness of Plan Amendment and Restatement

 

 

83

 

 

 

 

 

 

APPENDIX A            PARTICIPATING EMPLOYERS

 

 

 

 

 

 

 

 

 

APPENDIX B            ACTUARIAL ASSUMPTIONS

 

 

 

 

 

 

 

 

 

APPENDIX C            APPROPRIATE INTEGRATION LEVEL FOR PRE-1998 EMPLOYEES

 

 

 

 

 

 

 

 

 

APPENDIX D            APPROPRIATE INTEGRATION LEVEL FOR PARTICIPANTS OTHER THAN PRE-1998
                              EMPLOYEES

 

 

 

 

 

 

 

 

 

APPENDIX E            TELEFLEX INCORPORATED HOURLY EMPLOYEES’ PENSION PLAN

 

 

 

 

 

 

 

 

 

APPENDIX F            RETIREMENT PLAN FOR SALARIED EMPLOYEES OF ARROW INTERNATIONAL,
                              INC

 

 

 

 

 

 

 

 

 

APPENDIX G            RETIREMENT PLAN FOR HOURLY-RATED EMPLOYEES OF ARROW INTERNATIONAL,
                              INC

 

 

 

 

 

 

 

 

 

APPENDIX H            RETIREMENT PLAN FOR HOURLY RATED EMPLOYEES AT THE BERKS COUNTY, PA
                              LOCATIONS OF ARROW INTERNATIONAL, INC

 

 

 

 

-iv-


 

TELEFLEX INCORPORATED
RETIREMENT INCOME PLAN

(As Amended and Restated Effective January 1, 2002)

Teleflex Incorporated (the “Sponsor”), hereby amends and restates in its entirety the Teleflex Incorporated Retirement Income Plan, formerly known as the Teleflex Incorporated Salaried Employees’ Pension Plan (the “Plan”). The Sponsor also hereby amends and restates the Teleflex Incorporated Hourly Employees’ Pension Plan and merges it with and into the Plan, effective December 31, 2008. The Sponsor further merges the Retirement Plan for Hourly Rated Employees at the Berks County, PA Locations of Arrow International, Inc., the Retirement Plan for Salaried Employees of Arrow International, Inc., and the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc. with and into the Plan effective as of August 31, 2008. Except as otherwise provided in an applicable Appendix or required by applicable law, no additional benefits shall be accrued under the Plan after December 31, 2008.

It is intended that this Plan, as amended and restated effective January 1, 2002, together with the Trust Agreement, will comply with the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), the requirements reflected in IRS Notice 2007-94 (the “2007 Cumulative List”), certain provisions of the Pension Protection Act of 2006, and the other applicable requirements of Section 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended.

The provisions of this amended and restated Plan shall apply solely to an Employee who incurs a Severance from Employment with the Employer on or after the Effective Date. All former employees, Participants who incurred a Severance from Employment or whose active participation in the Plan, the Teleflex Incorporated Hourly Employees’ Pension Plan, the Retirement Plan for Hourly Rated Employees at the Berks County, PA Locations of Arrow International, Inc., the Retirement Plan for Salaried Employees of Arrow International, Inc., or the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc., as applicable, (collectively the “Plans”) ceased prior to January 1, 2002, their Spouses, Beneficiaries, and anyone else claiming through them, shall, except as otherwise expressly provided to the contrary herein or in any prior document for the Plans have the amount of their Accrued Benefit, and their right, if any, to receive such benefit, determined pursuant to the terms and conditions of the Plans as in effect at the time of Severance from Employment or cessation of active participation, and, if benefit payments commenced to any such individual prior to January 1, 2002, the time and manner of payment of such benefits shall, except as otherwise expressly provided to the contrary herein or in any prior document for the Plans be determined pursuant to the terms and conditions of the plan as in effect at the time benefits commenced.

All former employees and participants in a plan that is merged with and into the Plan (“Merged Plan”) whose employment or active participation in the Merged Plan terminated prior to the date of such plan’s merger into this Plan, their Spouses, Beneficiaries, and anyone else claiming through them shall, except as otherwise expressly provided to the contrary herein or in any prior Merged Plan document, have the amount of their Accrued Benefit, and their right, if any, to receive such benefit determined pursuant to the terms and conditions of the applicable Merged Plan as in effect at the time of their Severance from Employment or cessation of active participation and, if benefit payments commenced to any such individual prior to the date such plan merged with and into this Plan, the time and manner of payment of such benefits shall, except as otherwise expressly provided to the contrary herein, or in any prior Merged Plan document, be determined pursuant to the terms and conditions of the applicable Merged Plan as in effect at the time benefits commenced.

 


 

BACKGROUND INFORMATION

The Teleflex Incorporated Salaried Employees’ Pension Plan was originally effective as of July 1, 1966. Effective as of January 1, 1998, the Teleflex Incorporated Retirement Income Plan was merged with and into the Plan and the name of the Plan was changed to the Teleflex Incorporated Retirement Income Plan. The Plan has been amended from time to time and was most recently amended and restated effective January 1, 1998 to conform to the Internal Revenue Code of 1986, as amended by the General Agreement on Tariffs and Trade, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the IRS Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000 (collectively referred to as “GUST”). The Plan was subsequently amended from time to time to be in good faith compliance with the changes made to the law by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), to conform to regulations and guidance issued by the Department of Labor (“DOL”) and Internal Revenue Service (“IRS”), and to reflect design and administrative changes, including an amendment whereby an Employee first hired by the Employer on or after January 1, 2006 may not become a Participant in the Plan or accrue benefits under the Plan.

The Sponsor established the Teleflex Incorporated Hourly Employees’ Pension Plan (“Hourly Employees’ Plan”) effective as of January 1, 1985. The Hourly Employees’ Plan has been amended from time to time and was most recently amended and restated effective as of June 30, 2001 to comply with GUST. The Hourly Employees’ Plan was subsequently amended from time to time to be in good faith compliance with the changes made to the law by EGTRRA, to conform to regulations and guidance issued by the DOL and IRS, and to reflect design and administrative changes, including an amendment whereby an Employee, other than an Employee who is a member of UAW Local 644 (Marine - Limerick, PA) and who is covered by a collective bargaining agreement between the Employer and UAW Local 644, first hired by the Employer on or after January 1, 2006 may not become a Participant in the Plan or accrue benefits under the Plan. The Hourly Employees’ Plan was also previously amended to provide that, an Employee who is a member of UAW Local 644 (Marine — Limerick, PA) and who is covered by a collective bargaining agreement between the Employer and UAW Local 644, that is first hired by the Employer on or after July 1, 2006 may not become a Participant in the Plan or accrue benefits under the Plan.

Arrow International, Inc. (“Arrow”) adopted the Retirement Plan for Salaried Employees (“Arrow Salaried Plan”) effective as of September 1, 1978. The Arrow Salaried Plan has been amended from time to time and was most recently amended and restated effective as of September 1, 2002 to comply with EGTRRA (by the incorporation of previously-adopted “good faith” amendments) and the requirements reflected in IRS Notice 2005-101 (the “2005 Cumulative List”). The Arrow Salaried Plan was subsequently amended to comply with changes made to the required interest rate assumption used for adjusting distribution calculations as provided in the Pension Funding Equity Act of 2004, to revise the governance structure of the Plan (in a manner consistent with the Sponsor’s acquisition of Arrow on October 1, 2007), and to close participation to newly hired employees effective September 30, 2008.

Arrow adopted the Retirement Plan for Hourly-Rated Employees of the North Carolina and New Jersey Plants of Arrow International, Inc. (“Arrow Hourly Plan”), effective as of September 1, 1976. Effective as of September 1, 1997, the name of the Arrow Hourly Plan was changed to the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc. The Arrow Hourly Plan has been amended from time to time and was most recently amended and restated

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effective as of September 1, 2002 to comply with EGTRRA (by the incorporation of previously-adopted “good faith” amendments) and the requirements reflected in IRS Notice 2005-101 (the “2005 Cumulative List”). The Arrow Hourly Plan was subsequently amended to comply with changes made to the required interest rate assumption used for adjusting distribution calculations as provided in the Pension Funding Equity Act of 2004, to revise the governance structure of the Plan (in a manner consistent with the Sponsor’s acquisition of Arrow on October 1, 2007), and to close participation to newly hired employees effective September 30, 2008.

Arrow adopted the Retirement Plan for Hourly Rated Employees of at the Berks County, PA Locations of Arrow International, Inc. (“Arrow Berks Plan”), effective as of September 1, 1975. The Arrow Berks Plan has been amended from time to time and was most recently amended and restated effective as of September 1, 2002 to comply with EGTRRA (by the incorporation of previously-adopted “good faith” amendments) and the requirements reflected in IRS Notice 2005-101 (the “2005 Cumulative List”). The Arrow Berks Plan was subsequently amended to comply with changes made to the required interest rate assumption used for adjusting distribution calculations as provided in the Pension Funding Equity Act of 2004, and to revise the governance structure of the Plan (in a manner consistent with the Sponsor’s acquisition of Arrow on October 1, 2007).

ARTICLE I. DEFINITIONS.

The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context:

     1.1 “ Accrued Benefit ” means:

          1.1.1 The accrued benefit of a Salaried Participant expressed in terms of a monthly single life annuity (or a single life annuity with payments guaranteed for five years for a Pre-1998 Employee) beginning at his Normal Retirement Date determined under Section 3.1, or his Late Retirement Date determined under Section 3.2, on the basis of the Participant’s Credited Service as a Participant to the date as of which the computation is made.

          1.1.2 The accrued benefit of an Hourly Participant is the retirement benefit that a Participant would receive at his Normal Retirement Date based on the benefit formula set forth in the applicable Schedule to Appendix E.

          1.1.3 The accrued benefit of an Arrow Salaried Participant as of any date is the amount of annual Benefit earned to such date, payable as a single life annuity beginning at the Participant’s Normal Retirement Date (or immediately, if the Participant has passed his Normal Retirement Date), calculated in accordance with Section 5.1 of Appendix F.

          1.1.4 The accrued benefit of an Arrow Hourly Participant as of any date is the amount of annual Benefit earned to such date, payable as a single life annuity beginning at the Participant’s Normal Retirement Date (or immediately, if the Participant has passed his Normal Retirement Date), calculated in accordance with Section 5.1 of Appendix G.

          1.1.5 The accrued benefit of an Arrow Berks Participant as of any date is the amount of annual Benefit earned to such date, payable as a single life annuity beginning at the Participant’s Normal Retirement Date (or immediately, if the Participant has passed his Normal Retirement Date), calculated in accordance with Section 5.1 of Appendix H.

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For purposes of determining whether the Plan is a Top-Heavy Plan, the Accrued Benefit of a current Employee shall be determined as if he had a Severance from Employment on the Determination Date. The actuarial assumptions used to determine the present value of accrued benefits for the purpose of the Top-Heavy test shall be those set forth in Appendix B for Salaried Participants and those set forth in Appendix E, F, G, or H, as applicable, for other Participants.

Notwithstanding any provision of the Plan to the contrary, except as otherwise provided in an Appendix or required by applicable law, no Participant shall accrue any additional benefit under the Plan after December 31, 2008.

     1.2 “ Accumulated Contributions ” means the sum of a Salaried Participant’s contributions made under the Plan before July 1, 1982, or repaid pursuant to Section 3.7, and interest credited thereon up to the date benefit payments begin under the Plan. The rates of interest credited upon such contributions shall be determined by the Committee, provided that the rate of interest shall not be less than 7%, compounded annually, for each Plan Year prior to January 1, 1988 and for each Plan Year thereafter, 120% of the Federal mid-term rate as in effect under Section 1274 of the Code for January of the relevant Plan Year, compounded annually.

     1.3 “ Actuarial Definitions

1.3.1 “Actuarial Equivalent” or “Actuarially Equivalent”:

     1.3.1.1 for Salaried Participants, shall mean the equivalent actuarial value of the normal form of benefit for unmarried Participants, as described in Section 6.2, determined based upon the advice of the Plan’s enrolled actuary using the factors and assumptions listed in Appendix B, attached hereto and made a part hereof;

     1.3.1.2 for Hourly Participants, shall have the meaning set forth in Appendix E, attached hereto and made a part hereof;

     1.3.1.3 for Arrow Salaried Participants, shall have the meaning set forth in Appendix F, attached hereto and made a part hereof;

     1.3.1.4 for Arrow Hourly Participants, shall have the meaning set forth in Appendix G, attached hereto and made a part hereof; and

     1.3.1.5 for Arrow Berks Participants, shall have the meaning set forth in Appendix H, attached hereto and made a part hereof.

            1.3.2 For purposes of determining the amount of a Participant’s lump sum distribution or the present value of a Participant’s Accrued Benefit, the “Actuarial Equivalent” of such benefit shall be calculated using the “Applicable Interest Rate” and the “Applicable Mortality Table.”

     1.3.2.1 Effective January 1, 2000 and prior to January 1, 2008, or the date determined by applying the rules of transition under Code Section 417(e) and Treasury Regulation Section 1.417(e)-1, the “ Applicable Interest Rate ” shall be the average annual rate of interest on 30-year Treasury securities as specified by the Internal Revenue Service determined each Plan Year using the interest rate

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in effect for the November of the Plan Year immediately preceding the first day of the Plan Year. For Plan Years beginning on or after January 1, 2008, , or the date determined by applying the rules of transition under Code Section 417(e) and Treasury Regulation Section 1.417(e)-1, the “ Applicable Interest Rate ” is the adjusted first, second and third segment rates applied under rules similar to the rules of Code Section 430(h)(2)(C) (determined without regard to the 24-month averaging provided under Code Section 430(h)(2)(D)(i)) for the November preceding the first day of the Plan Year or such other time as the Secretary of the Treasury may by regulations prescribe. The use of the segment rates as the Applicable Interest rate shall be phased in over five years in accordance with Code Section 417(e)(3)(D)(ii).

     1.3.2.2 For Plan Years beginning on or after January 1, 2008, the “ Applicable Mortality Table ” shall be the applicable Code Section 417(e)(3) mortality table. For Plan Years beginning prior to January 1, 2008, the “ Applicable Mortality Table ” shall be the mortality table prescribed by the Internal Revenue Service, which shall be based on the prevailing commissioner’s standard table (described in Code §807(d)((5)(A)) used to determine reserves for group annuity contracts issued on the date as of which a present value is determined (without regard to any other subparagraph of Code §807(d)(5)) as specified by the Internal Revenue Service. For distributions with an Annuity Starting Date on or after December 31, 2002, such “Applicable Mortality Table” is the mortality table prescribed in IRS Revenue Ruling 2001-62 (commonly known as the “94 GAR” table). For distributions with an Annuity Starting Date prior to such date, the “ Applicable Mortality Table ” is the mortality table prescribed in IRS Revenue Ruling 95-6 (commonly known as “83 GAM” table).

     1.4 Administrative Committee . Effective January 1, 2008, the “Administrative Committee” is the Financial Benefit Plans Committee or such other committee appointed by the Committee or the Board to oversee the administration of the Plan, or any successor thereto.

     1.5 “ Aggregation Group ” means:

          1.5.1 a Required Aggregation Group, or

          1.5.2 a Permissive Aggregation Group.

     1.6 “ Annuity Starting Date ” means for:

          1.6.1 a Salaried Participant electing an early, normal, late or Total and Permanent Disability retirement benefit, the first day of the first month for which the retiring Salaried Participant receives an annuity payment,

          1.6.2 the surviving Spouse or other Beneficiary of a deceased Salaried Participant who died having met the requirements for an early, normal, late or Total and Permanent Disability retirement benefit but who had not reached his Annuity Starting Date, the first day of the month following the date of the Salaried Participant’s death, or

          1.6.3 the surviving Spouse of a deceased Salaried Participant who died before having reached his “Earliest Retirement Age,” as defined under Section 417 of the Code, but

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who had a vested interest in his Accrued Benefit under Section 4.1, the Salaried Participant’s Earliest Retirement Age.

The Annuity Starting Date for Participants other than Salaried Participants shall have the meaning set forth in the Appendix applicable to the Participant.

     1.7 “ Arrow Berks Participant ” means a Participant, as defined in Appendix H, who was a participant in the Retirement Plan for Hourly Rated Employees at the Berks County, PA Locations of Arrow International, Inc. (“Arrow Berks Plan”) prior to the merger of the Arrow Berks Plan with and into the Plan effective as of August 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix H hereto. The Plan benefit to which an Arrow Berks Participant is entitled shall be determined in accordance with the Plan and Appendix H hereto. An individual who ceases to be an Employee shall nonetheless remain an Arrow Berks Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid.

     1.8 “ Arrow Hourly Participant ” means a Participant who was a participant in the Retirement Plan for Hourly-Rated Employees of Arrow International, Inc. (“Arrow Hourly Plan”) prior to the merger of the Arrow Hourly Plan with and into the Plan effective as of August 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix G hereto. The Plan benefit to which an Arrow Hourly Participant is entitled shall be determined in accordance with the Plan and Appendix G hereto. An individual who ceases to be an Employee shall nonetheless remain a Arrow Hourly Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire by a Participating Company described in Appendix G hereto is on or after October 1, 2007, may become an Arrow Hourly Participant or accrue benefits under the Plan.

     1.9 “ Arrow Salaried Participant ” means a Participant who was a participant in the Retirement Plan for Salaried Employees of Arrow International, Inc. (“Arrow Salaried Plan”) prior to the merger of the Arrow Salaried with and into the Plan effective as of August 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix F hereto. The Plan benefit to which an Arrow Salaried Participant is entitled shall be determined in accordance with the Plan and Appendix F. hereto. An individual who ceases to be an Employee shall nonetheless remain a Arrow Salaried Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire by a Participating Company described in Appendix F hereto is on or after October 1, 2007, may become an Arrow Salaried Participant or accrue benefits under the Plan.

     1.10 “ Average Monthly Compensation ” means the Monthly Compensation of a Salaried Participant who participated in the TRIP Plan before its merger into the Plan, averaged over the 60 consecutive months that produce the highest average during the 120 month period, or the number of months as an employee if less than 120, ending prior to the Salaried Participant’s retirement date, date of Severance from Employment, or date of death, whichever is applicable. As used in this Section 1.7, “Monthly Compensation” means the Compensation (determined under Section 1.16.1.1) paid to a Salaried Participant in a Plan Year for services rendered to a Participating Employer divided by the number of full months that the Salaried Participant was employed during the calendar year by the Participating Employer, subject to the limits of Code Section 401(a)(17).

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Subject to Article XIII, a Salaried Participant on an approved leave of absence shall be deemed to have received remuneration during his period of absence equal to his basic rate of pay in effect immediately prior to such absence.

     1.11 “ Beneficiary ” means:

          1.11.1 the Participant’s Spouse,

          1.11.2 the person, persons or trust designated by the Participant, with the consent of the Participant’s Spouse if the Participant is married, as direct or contingent beneficiary in a manner prescribed by the Administrative Committee, or

          1.11.3 if the Participant has no Spouse and has made no effective Beneficiary designation:

     1.11.3.1 the Participant’s estate; and

     1.11.3.2 prior to January 1, 2009, the Hourly Participant’s children, parents, brothers or sisters, in that order, and, if none, the Hourly Participant’s estate.

A married Participant may designate a person, persons or trust other than his Spouse as Beneficiary, provided that such Spouse consents in writing in a manner prescribed by the Administrative Committee. The Spouse’s consent must be witnessed by a notary public or Administrative Committee representative and must be limited to and acknowledge the specific non-Spouse Beneficiary(ies) (including any class of Beneficiaries) designated by the Participant. If the Participant wishes to subsequently change Beneficiary(ies), the consent of the Spouse must be obtained again. Spousal consent shall not be required if the Participant establishes to the satisfaction of the Administrative Committee that the consent cannot be obtained because the Spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may prescribe by regulations. A subsequent Spouse of a Participant shall not be bound by a consent executed by any previous Spouse of the Participant.

Any prior designation of a Beneficiary shall be revocable at the election of the Participant at any time in the manner and form prescribed by the Administrative Committee until the payment commencement date. The number of revocations shall not be limited. If more than one Beneficiary is designated by the Participant, such Beneficiaries who survive the Participant shall share equally in any death benefit unless the Participant indicates to the contrary, in writing. If a Beneficiary predeceases the Participant, such deceased Beneficiary shall not share in any death benefit and those Beneficiaries who survive the Participant shall share in any death benefit equally, or, if different, in the proportions designated by the Participant. A Beneficiary’s right to information or data concerning the Plan does not arise until the Beneficiary first becomes entitled to receive a benefit under the Plan.

The entry of a decree of divorce shall not automatically revoke a prior written election of a Participant naming such divorced Spouse as a Beneficiary. Except as provided to the contrary under a qualified domestic relations order: (i) a Participant may, subsequent to a divorce, designate someone other than his former Spouse as Beneficiary; and (ii) if a divorced Participant remarries, the new Spouse shall have all of the rights of a Spouse as set forth herein and any prior written Beneficiary designation by the Participant shall be automatically revoked and subject to the rights of the subsequent Spouse. If an alternate payee under a qualified

7


 

domestic relations order, as defined in Code Section 414(p), should die before payment of the benefit assigned to the alternate payee occurs, the portion of the Accrued Benefit assigned to the alternate payee shall revert to the Participant unless the qualified domestic relations order permits the alternate payee to designate a Beneficiary and a Beneficiary has in fact been designated to whom the benefit may be paid.

     1.12 “ Board of Directors ” means the Board of Directors of the Sponsor. Effective January 1, 2008, “Board of Directors” means the Board of Directors of the Sponsor or any committee thereof.

     1.13 “ Break-in-Service ” means, with respect to Salaried Participants:

          1.13.1 for the purpose of Article II, relating to eligibility to participate in the Plan, a 12 consecutive month period, measured from the date an Employee is first credited with an Hour of Service or any anniversary thereof (or his reemployment commencement date or any anniversary thereof), within which the Employee is not credited with more than 500 Hours of Service; and

          1.13.2 for the purpose of Article IV, relating to vesting, a Plan Year within which an individual is not credited with more than 500 Hours of Service; provided that any Break-in-Service occurring during the July 1, 1997 to December 31, 1997 Plan Year shall be disregarded.

“Break-in-Service” with respect to a Participant other than a Salaried Participant shall have the meaning set forth in the Appendix applicable to that Participant.

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

     1.15 “ Committee ” means the Committee appointed to administer the Plan. Effective January 1, 2008, the Committee is the Teleflex Incorporated Benefits Policy Committee or any successor thereto. Effective January 1, 2008, the Committee shall be the Plan Administrator and Named Fiduciary of the Plan. Prior to January 1, 2008, the Sponsor shall be the Plan Administrator and Named Fiduciary of the Plan.

     1.16 “ Compensation

          1.16.1 General Rule .

     1.16.1.1 Salaried Participants . Compensation means, except as otherwise provided in this Section 1.16.1.1, remuneration paid to a Salaried Participant for services rendered to a Participating Employer. Such remuneration shall include regular or base pay, bonuses, commissions, overtime pay, shift differentials, double-time pay, adjustments, amounts paid for time missed due to holidays, vacations, personal days, jury duty, sick leave and funeral leave, short-term disability pay, payments made as a result of opting out of medical coverage, amounts deferred under a nonqualified deferred compensation plan, and amounts that would be paid except for the Employee’s election under a cash or deferred arrangement described in Section 401(k) of the Code or a cafeteria plan described in Section 125 of the Code. Such remuneration shall not include employer contributions to benefit plans, fringe benefits, severance pay, expense reimbursements, tuition reimbursements, relocation expenses, the taxable portion of life insurance coverage, car allowances, personal use of employer

8


 

aircraft, income recognized on the exercise of a stock option or the vesting of a restricted stock award, payments received while an Employee from a nonqualified deferred compensation plan and any other special pay arrangements.

For Plan Years beginning on and after January 1, 2002, amounts referenced under Code Section 125 include any amounts not available to a Salaried Participant in cash in lieu of group health coverage because the Salaried Participant is unable to certify that he has other health coverage. An amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Salaried Participant’s other health coverage as part of the enrollment process for the health plan. For any self-employed individual Compensation shall mean earned income, as defined in Code Section 401(c)(2).

For Plan Years beginning on and after January 1, 2008, Compensation shall include Post-Severance Compensation paid by the later of: (i) two and one-half (2 1 / 2 ) months (or such other period as extended by subsequent Treasury Regulations or other published guidance) after Severance from Employment with the Employer; or (ii) the end of the Plan Year that includes the date of the Employee’s Severance from Employment with the Employer. “Post-Severance Compensation” means payments that would have been included in the definition of Compensation if they were paid prior to the Employee’s Severance from Employment and the payments are: (a) regular Compensation for services during the Salaried Participant’s regular working hours, Compensation for services outside the Salaried Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar compensation, if the payments would have been paid to the Employee if the Employee had continued in employment with the Employer; (b) for accrued bona fide sick, vacation or other leave, but only if the Salaried Participant would have been able to use the leave if employment had continued; or (c) received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Employer and only to the extent the payment is includible in the Employee’s gross income. Any payments not described in the preceding sentence are not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (1) to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer; or (2) to any Participant who is permanently and totally disabled for a fixed or determinable period, as determined by the Administrative Committee. For purposes of this Section 1.16.1.1, “permanently and totally disabled” means that the individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

Back pay, within the meaning of Treasury Regulations Section 1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year to which the back pay

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relates to the extent the back pay represents an amount that would otherwise be Compensation.

     1.16.1.2 Hourly Participants . Compensation means Limitation Compensation, as defined in Appendix E.

     1.16.1.3 Arrow Salaried Participants . Compensation means Average Annual Compensation, as defined in Appendix F.

     1.16.1.4 Arrow Hourly Participants . Compensation means Average Annual Compensation, as defined in Appendix G.

     1.16.1.5 Arrow Berks Participants . Compensation means Average Annual Compensation, as defined in Appendix H.

          1.16.2 Compensation Limitation . In addition to other applicable limits set forth in the Plan, the annual Compensation of each Employee taken into account in determining benefit accruals under the Plan shall not exceed the “ Compensation Limitation .” The Compensation Limitation for Plan Years beginning after December 31, 2001 is $200,000 and the Compensation Limitation for Plan Years beginning after December 31, 2007 is $230,000. The Compensation Limitation shall be adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for any period, not exceeding 12 months, over which Compensation is determined (the “ Determination Period ”) that begins with or within such calendar year. If a Determination Period consists of fewer than 12 months, the Compensation Limitation will be multiplied by a fraction, the numerator of which is the number of months in the Determination Period and the denominator of which is 12. If Compensation in any prior Determination Period is taken into account in determining an Employee’s benefits accruing in the current Plan Year, the Compensation for that prior Determination Period is subject to the Compensation Limit in effect for that prior Determination Period. Any increase in the Compensation Limit shall not apply to former Employees.

     1.17 “ Continuous Service ” means, with respect to Salaried Participants:

          1.17.1 for periods ending before July 1, 1982, a period of employment that was Continuous Service under the terms of the Plan as in effect before July 1, 1982; and

          1.17.2 for periods beginning on or after July 1, 1982, a period of employment with the Employer beginning on the first day of the month in which his date of hire occurs and ending on the date of his Break-in-Service.

          1.17.3 The following rules shall also apply in determining a Salaried Participant’s Continuous Service for all purposes under the Plan, unless indicated otherwise:

     1.17.3.1 If an Employee quits, retires, is discharged, or is placed on permanent layoff, and within 12 months thereafter returns to service and is credited with an Hour of Service, his Continuous Service shall be computed as though his service had not been severed;

     1.17.3.2 If an Employee is absent from service and while so absent quits, retires, is discharged, or is placed on permanent layoff, and within 12

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months after the first date upon which he is absent from service, returns to service and is credited with an Hour of Service, his Continuous Service shall be computed as though his service had not been severed;

     1.17.3.3 All of an Employee’s nonsuccessive periods of service, including the period of service after a Break in Service if the Salaried Participant was vested in his Accrued Benefit or if the Salaried Participant has not incurred five or more consecutive Breaks in Service, shall be aggregated, and less than full years of service (whether or not consecutive) shall also be aggregated;

     1.17.3.4 An Employee reemployed by the Employer in accordance with Chapter 43 of Title 38 of the United States Code, shall be treated as though he had been actively performing services for the Employer during such Employee’s period of ‘qualified military service’ (as defined in Section 414(u) (5) of the Code); and

     1.17.3.5 For purposes of determining whether or not an Employee is eligible to participate in the Plan, and whether or not benefits under the Plan are vested, years of Continuous Service shall include periods as a Leased Employee, including the one-year period on the basis of which the individual is deemed to be a Leased Employee.

     1.18 “ Covered Compensation ” means, with respect to any Salaried Participant, the average (without indexing) of the contribution and benefit bases in effect under Section 230 of the Social Security Act for each calendar year in the 35-year period ending with the calendar year in which the Salaried Participant reaches his Social Security Retirement Age. In determining a Salaried Participant’s Covered Compensation for any Plan Year, the contribution and benefit bases in effect at the beginning of such Plan Year shall be assumed to continue in effect for all subsequent Plan Years.

     1.19 “ Credited Service ” means, with respect to Salaried Participants:

          1.19.1 for periods ending before July 1, 1982, a period of employment that was a period of Credited Service under the terms of the Plan as in effect before July 1, 1982; and

          1.19.2 for periods beginning on or after July 1, 1982, the period of an Employee’s Continuous Service measured from the date he begins to participate in the Plan; provided that Credited Service shall not include periods of Continuous Service credited under Sections 1.14.3.1 and 1.14.3.2 for a period of time when a Participant was on a layoff.

          1.19.3 Except as provided otherwise in Section 3.1.6, a Salaried Participant’s Credited Service under the TRIP Plan through December 31, 1997 shall count as Credited Service under this Plan.

          1.19.4 Notwithstanding any provision of the Plan to the contrary, the following individuals shall receive no additional Credited Service for benefit accrual purposes for any period of employment after January 31, 2004, provided that service for periods of employment after such date shall continue to be credited for eligibility and vesting purposes:

     1.19.4.1 Employees of Weck Surgical employed at Research Triangle Park, North Carolina;

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     1.19.4.2 Salaried Exempt and Salaried Non-Exempt Employees of TFX Medical employed at Jaffrey, New Hampshire; and

     1.19.4.3 Sales Representatives of Pilling Surgical employed at Horsham, Pennsylvania who were hired on or after December 23, 1993 and before March 28, 1997.

     1.20 “ Defined Benefit Plan ” means any employee pension plan maintained by the Employer that is qualified under Section 401(a) of the Code and is not a Defined Contribution Plan.

     1.21 “ Defined Contribution Plan ” means an employee pension plan maintained by the Employer that is qualified under Section 401(a) of the Code and provides for an individual account for each Participant and for benefits based solely on the amount contributed to the Participant’s account, and any income, expenses, gains and losses, and any forfeitures from accounts of other Participants that may be allocated to such Participant’s account.

     1.22 “ Determination Date ” means:

          1.22.1 if the Plan is not included in an Aggregation Group, the last day of the preceding Plan Year; or

          1.22.2 if the Plan is included in an Aggregation Group, the Determination Date as determined under Section 1.22.1 that falls within the same calendar year of each other plan included in such Aggregation Group.

     1.23 “ Early Retirement Date ” means the last day of any month coincident with or following a Salaried Participant’s reaching age 60, but not age 65, and after he has been credited with 10 years of Continuous Service. The Early Retirement Date, if applicable, for an Hourly Participant, Arrow Salaried Participant, Arrow Hourly Participant, or an Arrow Berks Participant is set forth in Appendix E, F, G, or H hereto, respectively.

     1.24 “ Effective Date ” means January 1, 2002, except where otherwise provided herein or as required by applicable legislation. The original effective date of the Plan was July 1, 1966. With respect to any Participating Employer adopting the Plan after the Effective Date, the Effective Date shall be the date of adoption unless another date is specified.

     1.25 “ Employee ” means, except as otherwise defined in an Appendix hereto:

          1.25.1 an individual who is employed by the Employer and whose earnings are reported on a Form W-2;

          1.25.2 an individual who is not employed by an Employer but is required to be treated as a Leased Employee (as defined in Section 2.2.5); provided that if the total number of Leased Employees constitutes 20% or less of the Employer’s non-highly compensated work force, within the meaning of Section 414(a)(5)(c)(ii) of the Code, the term “Employee” shall not include those Leased Employees covered by a “safe harbor” plan described in Section 414(n)(5)(i) of the Code; and

          1.25.3 when required by context under Section 1.32 for purposes of crediting Hours of Service, a former Employee.

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The term “Employee” shall not include any individual providing services to an Employer as an independent contractor. An individual excluded from participation by reason of independent contractor or Leased Employee status, if determined by the Administrative Committee, a court, a governmental agency, or in accordance with law to be a common law employee of the Employer, shall be recharacterized as an Employee under the Plan as of the date of such determination, unless an earlier date is necessary to preserve the tax qualified status of the Plan. Notwithstanding such general recharacterization, such person shall not be considered an eligible Employee for purposes of Plan participation, except and to the extent necessary to preserve the tax qualified status of the Plan.

     1.26 “ Employer ” means the Sponsor and Participating Employers. If the Employer is a member of a group of Related Employers, the term “Employer” includes the Related Employers for purposes of crediting Hours of Service, applying the participation test of Code Section 401(a)(26) and the coverage test of Code Section 410(b), determining Years of Service and Breaks in Service, applying the limitations of Section 11.1, applying the Top Heavy rules of Article XII, the definitions of Employee, Highly Compensated Employee, and Leased Employee, and for any other purpose as required by the Code or by the Plan. However, only the Sponsor and Participating Employers may contribute to the Plan and only eligible Employees employed by the Sponsor or a Participating Employer are eligible to participate in this Plan. Unless otherwise provided, service with a Related Employer prior to the date that it either adopted the Plan or became a Related Employer shall not be counted for any purpose under the Plan.

     1.27 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     1.28 “ Five-Percent Owner ” means any Employee who owns (or is considered as owning within the meaning of Section 318 of the Code) more than 5% of the outstanding stock of the Employer, or stock possessing more than 5% of the total combined voting power of all stock of any Employer. For purposes of this Section 1.28, Section 318(a)(2)(C) of the Code shall be applied by substituting “5%” for “50%” each time it appears therein.

     1.29 “ Former Key Employee ” means an Employee who is a Non-Key Employee with respect to the Plan for the Plan Year if such Employee was a Key Employee with respect to the Plan for any prior Plan Year.

     1.30 “ Fund ” means the assets and all income, gains and losses thereon held by the Trustee under the trust agreement for the exclusive benefit of Participants, their surviving Spouses, and their Beneficiaries.

     1.31 “ Highly Compensated Employee” means any Employee who:

          1.31.1 was a Five-Percent Owner at any time during the Plan Year or the preceding Plan Year; or

          1.31.2 for the preceding Plan Year:

     1.31.2.1 received more than $85,000 ($100,000 for the Plan Year beginning January 1, 2008) in Compensation from the Employer (or such higher amount as adjusted pursuant to Code Section 414(q)(1)); and

13


 

     1.31.2.2 if the Employer elects, was in the top-paid group of employees (within the meaning of Code Section 414(q)(4)) for such preceding year.

Highly Compensated Employees also include highly compensated former Employees. A highly compensated former Employee includes any Employee who has had a Severance from Employment (or was deemed to have a Severance from Employment) prior to the current or preceding Plan Year, performs no Service for the Employer during such Plan Year, and was a highly compensated active Employee for either the severance year or any Plan Year ending on or after the Employee’s 55th birthday in accordance with the rules for determining Highly Compensated Employee status in effect for that determination year and in accordance with applicable Treasury Regulations and IRS Notice 97-45.

For purposes of this Section, “Compensation” means Compensation as defined in Section 11.1.1.2, and Related Employers shall be treated as a single employer with the Employer. The determination of who is Highly Compensated shall be made in accordance with Code Section 414(q) and the Treasury Regulations promulgated thereunder.

     1.32 “ Hour of Service ” means, except as otherwise set forth in an Appendix hereto, with respect to employment with the Employer:

          1.32.1 Each hour for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment for the performance of duties for the Employer. The Administrative Committee shall credit Hours of Service under this Section 1.32.1 to the Employee for the computation period in which the Employee performs the duties, irrespective of when paid;

          1.32.2 Each hour for which the Employer, either directly or indirectly, pays and Employee, or for which the Employee is entitled to payment (irrespectively of whether the employment relationship is terminated), for reasons other than the performance of duties during a computation period, such as leaves of absence, vacation, holiday, sick leave, illness, incapacity (including disability), layoff, jury duty or military duty. There shall be excluded from the foregoing those periods during which payments are made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws. An Hour of Service shall not be credited where an employee is being reimbursed solely for medical or medically related expenses. The Administrative Committee shall not credit more than 501 Hours of Service under this Section 1.32.2 to an Employee on account of any single continuous period during which the Employee does not perform any duties (whether or not such period occurs during a single computation period). The Administrative Committee shall credit Hours of Service under this Section 1.31.2 in accordance with the rules of paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which the Plan, by this reference, specifically incorporates in full within this Section 1.31.2; and

          1.32.3 Each hour for back pay, irrespective of mitigation of damages, to which the Employer has agreed or for which the Employee has received an award. The Administrative Committee shall credit Hours of Service under this Section 1.32.3 to the Employee for the computation period(s) to which the award or the agreement pertains rather than for the computation period in which the award, agreement or payment is made.

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The Administrative Committee shall not credit an Hour of Service under more than one of the above paragraphs. A computation period for purposes of this Section 1.32 is the Plan Year, Continuous Service period, Break-in-Service period or other period, as determined under the Plan provision for which the Administrative Committee is measuring an Employee’s Hours of Service. The Administrative Committee will resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.

The Administrative Committee shall credit every Employee with Hours of Service on the basis of the “actual” method; provided that with respect to an Employee for whom hours of employment are not normally recorded, the Administrative Committee may, in accordance with rules applied in a uniform and nondiscriminatory manner, elect to credit Hours of Service using one or more of the following equivalencies:

 

 

 

Basis upon Which Records

 

Credit Granted to Individual

Are Maintained

 

For Period

Shift

 

actual hours for full shift

 

 

 

Day

 

10 Hours of Service

 

 

 

Week

 

45 Hours of Service

 

 

 

Semi-monthly period

 

95 Hours of Service

 

 

 

Month

 

190 Hours of Service

For purposes of this Plan, the “actual” method means the determination of Hours of Service from records of hours worked and hours for which the Employer makes payment or for which payment is due from the Employer.

Hours of Service will be credited for employment with other members of a group of Related Employers of which the Employer is a member. Hours of Service will also be credited for any individual considered an Employee for purposes of this Plan to the extent required under Code Sections 414(n) or 414(o) and the Treasury Regulations promulgated thereunder.

Solely for purposes of determining whether the Employee incurs a Break in Service under any provision of this Plan, the Administrative Committee shall credit Hours of Service during an Employee’s unpaid absence period due to maternity or paternity leave. The Administrative Committee shall consider an Employee on maternity or paternity leave if the Employee’s absence is due to the Employee’s pregnancy, the birth of the Employee’s child, the placement with the Employee of an adopted child, or the care of the Employee’s child immediately following the child’s birth or placement. The Administrative Committee shall credit only the number (up to five hundred one (501) Hours of Service) necessary to prevent an Employee’s Break in Service. The Administrative Committee shall credit all Hours of Service described in this paragraph to the computation period in which the absence period begins or, if the Employee does not need these Hours of Service to prevent a Break in Service in the computation period in which his absence period begins, the Administrative Committee shall credit these Hours of Service to the immediately following computation period. Further, if required by the Family and Medical Leave Act, time on a leave of absence, whether or not paid, shall count in determining Service and Hours of Service.

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     1.33 “ Hourly Participant ” means a Participant who was a participant in the Teleflex Incorporated Hourly Employees’ Pension Plan (“Hourly Plan”) prior to the merger of the Hourly Plan with and into the Plan effective as of December 31, 2008 and/or who is eligible to participate in the Plan pursuant to Appendix E hereto. The Plan benefit to which an Hourly Participant is entitled shall be determined in accordance with the Plan and Appendix E hereto. An individual who ceases to be an Employee shall nonetheless remain an Hourly Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire is on or after January 1, 2006 (July 1, 2006 with respect to an Employee who is a member of UAW Local 644 (Marine - Limerick, PA) and who is covered by a collective bargaining agreement between the Employer and UAW Local 644), may become an Hourly Participant in the Plan or accrue benefits under the Plan.

     1.34 “ Investment Manager ” means person or organization who is appointed to direct the investment of all or part of the Fund, and who is either registered in good standing as an Investment Adviser under the Investment Advisers Act of 1940, a bank (as defined in the Investment Advisers Act of 1940), or an insurance company qualified to perform investment management services under the laws of more than one state of the United States, and who has acknowledged in writing that he is a fiduciary with respect to the Plan.

     1.35 “ Key Employee ” means any Employee or former Employee (whether living or deceased) who, at any time during the Plan Year that includes the Determination Date, is (or was):

          1.35.1 an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002);

          1.35.2 a Five-Percent Owner; or

          1.35.3 a one-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee shall be made in accordance with Section 416(i)(1) of the Code and applicable Treasury Regulations and other guidance of general applicability issued thereunder.

For purposes of determining ownership in the Employer under this Section, the employer aggregation rules of Sections 414(b), 414(c) and 414(m) of the Code shall not apply.

     1.36 “ Late Retirement Date ” means the actual date of retirement of a Participant who remains employed by an Employer after reaching Normal Retirement Date.

     1.37 “ Limitation Year ” means the Plan Year.

     1.38 “ Monthly Plan Compensation ” means, prior to January 1, 1998, a Salaried Participant’s monthly rate of base earnings for each Plan Year effective as of the May 1 preceding the beginning of such Plan Year, including amounts the Salaried Participant elects to have his Employer or an Employer that is not a Related Employer contribute to a cash or deferred arrangement, but excluding overtime pay, bonuses, employer contributions to or payments under this or any other employee benefit plan to which the Employer contributes, and like forms of additional compensation; provided, however, that if a Salaried Participant is

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compensated at a weekly rate, his monthly rate shall be deemed to be 4-1/3 times his weekly rate. A Salaried Participant’s rate of base earnings on any May 1 during a period of absence that does not interrupt his Continuous Service or Credited Service shall be deemed to be equal to his rate as of the May 1 next preceding the beginning of such period of absence.

Effective January 1, 1998, Monthly Plan Compensation means the Compensation paid to a Salaried Participant in a Plan Year for services rendered to an Employer divided by the number of full months that the Salaried Participant was employed during the Plan Year by the Employer, subject to the limits of Section 401(a)(17) of the Code.

     1.39 “ Non-Key Employee ” means a Participant in the Plan (including a Beneficiary of such Participant) who is not a Key Employee with respect to the Plan for the Plan Year.

     1.40 “ Normal Retirement Age ” means, except as otherwise provided in an Appendix hereto, age 65. Notwithstanding the foregoing, the Normal Retirement Age of a Salaried Participant who is employed by an Employer as a pilot shall be age 60.

     1.41 “ Normal Retirement Date ” means, except as otherwise provided in an Appendix hereto, the last day of the month in which a Participant reaches age 65. Notwithstanding the foregoing, the Normal Retirement Date of a Salaried Participant who is employed by an Employer as a pilot shall be the last day of the month in which the Salaried Participant reaches age 60.

     1.42 “ Participant ” means a Salaried Participant, Hourly Participant, Arrow Salaried Participant, Arrow Hourly Participant, and an Arrow Berks Participants.

     1.43 “ Participating Employer ” means any subsidiary or affiliated organization of the Sponsor electing the participate in the Plan with the consent of the Committee. A list of such Participating Employers applicable to Salaried Participants is set forth in Appendix A, attached hereto and made a part hereof, as it may be updated from time to time.

     1.44 “ Permissive Aggregation Group ” means:

          1.44.1 each plan of the Employer included in a Required Aggregation Group; and

          1.44.2 each other plan of the Employer if the group of plans consisting of such plan and the plan or plans described in Section 1.39.1, when considered as a single plan, meets the requirements of Sections 401(a)(4) and 410 of the Code.

     1.45 “ Plan ” means the Teleflex Incorporated Retirement Income Plan as set forth in this document and the related trust agreement pursuant to which the Trust is maintained.

     1.46 “ Plan Year ” means the 12-month period ending each December 31.

     1.47 “ Pre-1998 Employee ” means an individual who was an Employee on December 31, 1997 and was either a Participant on such date or who was eligible on such date to become a Participant once the requirements of Section 2.1 were met.

     1.48 “ Qualified Joint and Survivor Annuity ” means an annuity for the life of the Participant followed immediately thereafter by a survivor annuity for the life of his Spouse. The

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survivor annuity shall be 50% of the amount of the annuity payable during the joint lives of the Participant and his Spouse. The amount payable under the Qualified Joint and Survivor Annuity shall in any event be the Actuarial Equivalent of the Participant’s Accrued Benefit payable in the normal form of benefit for an unmarried Participant (“normal form” with respect to an Hourly Participant). If, pursuant to a qualified domestic relations order described in Code Section 414(p), more than one individual is a designated Spouse, the amount of the survivor annuity payable under this Section 1.48 shall not exceed the amount that would be paid if there were only one surviving Spouse.

     1.49 “ Related Employers ” means a controlled group of corporations (as defined in Code Section 414(b)), trades or business (whether or not incorporated) which are under common control (as defined in Code Section 414(c)), or an affiliated service group (as defined in Code Sections 414(m) and (o)).

     1.50 “ Required Aggregation Group ” means:

          1.50.1 each plan of the Employer in which a Key Employee participated (regardless of whether such plan has been terminated) during the five Plan Years ending on the Determination Date; and

          1.50.2 each other plan of the Employer that enables any plan described in Section 1.50.1 to meet the requirements of Section 401(a)(4) or Section 410 of the Code, including any such plan terminated within the five-year period ending on the Determination Date.

     1.51 “ Required Beginning Date ” means April 1 of the calendar year following the later of:

          1.51.1 the calendar year in which the Participant reaches age 70 1 / 2 ; or

          1.51.2 the calendar year in which the Participant has a Severance from Employment; provided, that this Section 1.51.2 shall not apply in the case of a Participant who is a Five-Percent Owner with respect to the Plan Year ending with the calendar year in which the Participant attains age 70 1 / 2 .

     1.52 “ Salaried Participant ” means an Employee who has met the eligibility requirements of Article II and has begun to participate in the Plan. An individual who ceases to be an Employee shall nonetheless remain a Salaried Participant for purposes of benefit payments only, until all amounts due him from the Plan have been paid. Notwithstanding any other provision of the Plan to the contrary, no Employee whose initial date of hire is on or after January 1, 2006, may become a Salaried Participant in the Plan or accrue benefits under the Plan.

     1.53 Severance from Employment . An Employee’s separation from service with the Employer such that the Employee no longer has an employment relationship with the Employer.

     1.54 “S ocial Security Retirement Age ” means the age used as the retirement age under Section 216(l) of the Social Security Act, except that such Section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(l)(2) of such Act were 62.

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     1.55 “ Sponsor ” means Teleflex Incorporated.

     1.56 “ Spouse ” means, except as otherwise provided in an Appendix hereto, a Participant’s lawful spouse at his Annuity Starting Date or Required Beginning Date or, if earlier, his date of death; provided that a former Spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order. To the extent that the Plan treats a former Spouse of a Participant as the Spouse of such Participant for purposes of Sections 401(a)(11) and 417 of the Code pursuant to a qualified domestic relations order, the actual Spouse of such Participant shall not be treated as the Spouse of such Participant for such purposes.

     1.57 “ Total and Permanent Disability ” means, except as otherwise provided in an Appendix hereto, a medically determinable disability of a permanent nature such that the Participant is entitled to and receiving disability benefits under the Social Security Act or under the Employer’s long-term salary continuation program.

     1.58 “ Top-Heavy-Group ” means an Aggregation Group in which, as of the Determination Date, the sum of:

          1.58.1 the aggregate of the Account Balances of Key Employees under all Defined Contribution Plans included in such Aggregation Group; and

          1.58.2 the aggregate of the present value of cumulative accrued benefits for Key Employees under all Defined Benefit Plans included in such Aggregation Group,

exceeds 60% of the sum of such aggregates determined for all Employees.

     1.59 “ Top-Heavy Plan ” means for a Plan Year means the Plan if the Top Heavy ratio as of the Determination Date exceeds sixty percent (60%). The Top Heavy ratio is a fraction, the numerator of which is the sum of the present value of Accrued Benefits of all Key Employees as of the Determination Date and the contributions due as of the Determination Date, and the denominator of which is a similar sum determined for all Employees. The Administrative Committee shall calculate the Top Heavy ratio without regard to the Accrued Benefit of any Non-Key Employee who was formerly a Key Employee. The Administrative Committee shall calculate the Top Heavy ratio by disregarding the Accrued Benefit (including distributions, if any, of the Accrued Benefit) of an individual who has not received credit for at least one Hour of Service with an Employer during the one-year period ending on the Determination Date in such calculation. In addition, the Administrative Committee shall calculate the Top Heavy ratio by including any part of any Accrued Benefit distributed by reason of Severance from Employment, death or Total and Permanent Disability (Disability with respect to Hourly Participants) in the one-year period ending on the Determination Date and, for all other events, the five-year period ending on the Determination Date. The Administrative Committee shall determine the present value of Accrued Benefits as of the most recent valuation date for computing minimum funding costs falling within the twelve month period ending on the Determination Date, whether or not the actuary performs a valuation that year, except as Code Section 416 and the Treasury Regulations require for the first and second Plan Year of the Plan. The Administrative Committee shall calculate the Top Heavy ratio, including the extent to which it must take into account distributions, rollovers, and transfers, in accordance with Code Section 416 and the Treasury Regulations thereunder.

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If the Employer maintains other qualified plans (including a simplified employee pension plan), the Plan is Top Heavy only if it is part of the Required Aggregation Group, and the Top Heavy ratio for both the Required Aggregation Group and the Permissive Aggregation Group exceeds sixty percent (60%). The Administrative Committee shall calculate the Top Heavy ratio in the same manner as required by the first paragraph of this Section, taking into account all plans within the Aggregation Group. To the extent the Administrative Committee must take into account distributions to a Participant, the Administrative Committee shall include distributions from a terminated plan that would have been part of the Required Aggregation Group if it were in existence on the Determination Date. The Administrative Committee shall calculate the Present Value of accrued benefits and the other amounts the Administrative Committee must take into account under qualified plans included within the group in accordance with the terms of those plans, Code Section 416 and the Treasury Regulations thereunder. If an aggregated plan does not have a valuation date coinciding with the Determination Date, the Administrative Committee shall value the accrued benefits or accounts in the aggregated plan as of the most recent valuation date falling within the twelve-month period ending on the Determination Date except as required by Code Section 416 and applicable Treasury Regulations. The Administrative Committee shall calculate the Top Heavy ratio with reference to the Determination Dates that fall within the same calendar year.

The accrued benefit of a Participant other than a Key Employee shall be determined under the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer; or if there is no such method, then as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Code Section 411(b)(1)(C).

For purposes of valuing Accrued Benefits under the Plan and accrued benefits under any other defined benefit plan taken into account in the Top Heavy ratio, the Administrative Committee shall use the actuarial assumptions stated in Section 1.3.

     1.60 “ TRIP Plan ” means the plan formerly known as the “Teleflex Incorporated Retirement Income Plan,” that was merged into the Plan effective January 1, 1998.

     1.61 “ Trust ” means the legal entity created by the trust agreement between the Sponsor and the Trustee, fixing the rights and liabilities with respect to controlling and managing the Fund for the purposes of the Plan.

     1.62 “ Trustee ” means the trustee or any successor trustee or trustees hereafter designated by the Board of Directors and named in the trust agreement or any amendment thereto.

ARTICLE II. PARTICIPATION.

The provisions of this Article II apply only with respect to Employees of an Employer who are eligible to become Salaried Participants. The eligibility and participation provisions applicable to other Employees are set forth in Appendix E, F, G, or H hereto.

     2.1 Participation .

          2.1.1 Prior to January 1, 2002, except as provided in Section 2.2, each eligible Employee shall become a Salaried Participant in the Plan as of the first day of the Plan Year coincident with or immediately following the day he is first credited with six months of

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Continuous Service and has reached age 20 1 / 2 . Notwithstanding the foregoing, any eligible Employee who would have become a Salaried Participant in the Plan or in the TRIP Plan on a date prior to January 1, 1999 (the “Old Participation Date”) under the terms of the Plan or the TRIP Plan as in effect on December 31, 1997, but who would not become a Salaried Participant until January 1, 1999 under the terms of the Plan as in effect on January 1, 1998, shall become a Salaried Participant on the Old Participation Date.

Except as provided in Section 2.2, each eligible Employee whose initial date of hire is on or after January 1, 2004 but prior to January 1, 2006, shall become a Salaried Participant in the Plan as of the earlier of (i) the first day of January or (ii) the first day of July coincident with or immediately following the day he is first credited with six months of Continuous Service and has reached age 21. In no event will an Employee whose initial date of hire occurs on or after January 1, 2006, become a Salaried Participant in the Plan.

          2.1.2 Notwithstanding any provision of the Plan to the contrary, after January 31, 2004, no Employee of Weck Surgical employed at Research Triangle Park, North Carolina, no Salaried Exempt and no Salaried Non-Exempt Employee of TFX Medical employed at Jaffrey, New Hampshire, and no sales representative of Pilling Surgical employed at Horsham, Pennsylvania shall become a new Salaried Participant in the Plan.

     2.2 Ineligible Employees . The following Employees (individuals effective January 1, 2004) shall be ineligible to become a Salaried Participant in the Plan:

          2.2.1 An Employee who is employed by an entity that is not an Employer;

          2.2.2 An Employee of an Employer who does not work at the locations listed in Appendix A;

          2.2.3 Except as to an Employee at a location listed in Appendix A where hourly paid Employees are eligible to participate, an Employee other than individual who is employed by the Employer on a salaried basis or who is classified as a salaried Employee of the Employer;

          2.2.4 Effective January 1, 2004, an Employee who is a member of a unit of Employees as to which there is evidence that retirement benefits were the subject of good faith collective bargaining, unless a collective bargaining agreement covering those Employees provides for their participation in the Plan;

          2.2.5 An Employee who is a Leased Employees, defined as any person who is not an Employee and who provides services to the Employer if: (i) such services are provided pursuant to an agreement between the Employer and any other person or entity; (ii) such person has performed services for the Employer on a substantially full-time basis for a period of at least one year; and (iii) such services are performed under the primary direction or control of the Employer.

          2.2.6 An Employee who is a non-resident alien and who has no income from sources within the United States;

          2.2.7 An Individual who has been classified by an Employer as an independent contractor, notwithstanding a contrary determination by any court or governmental agency

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          2.2.8 Effective January 1, 2004, an individual who has been classified by an Employer as a per diem employee, intern or special project employee;

          2.2.9 Effective January 1, 2004, an Employee who is a member of a class of Employees who are excluded from participation in the Plan, as specified in Appendix A;

          2.2.10 Effective January 1, 2004, an Employee who has agreed in writing that he is not entitled to participate in the Plan;

          2.2.11 An Employee whose terms and conditions of employment do not provide for participation in or entitlement to benefits under the Plan; and

          2.2.12 An Employee whose initial date of hire is on or after January 1, 2006.

With the exception of the Employees listed in 2.2.12, the Administrative Committee shall interpret the list of persons who are ineligible to participate in the Plan, as set forth above, to comply with Code Section 410(a)(1).

     2.3 Time of Participation — Excluded Employees . An Employee whose initial date of hire is prior to January 1, 2006, and who otherwise would be eligible to be a Salaried Participant in the Plan, but is excluded because of the application of any provision of Section 2.2 (other than Section 2.2.12), shall become a Salaried Participant as of the first day of the month coincident with or next following the date upon which the applicable provision of Section 2.2 (other than Section 2.2.12) ceases to apply. A Salaried Participant who becomes subject to any provision of Section 2.2 (other than 2.2.12) shall cease to accrue Credited Service as of the last day of the month ending with or within which, any such provision becomes applicable.

     2.4 Reemployed Individuals . A Salaried Participant who is reemployed by a Participating Employer as an eligible Employee under Section 2.1 following a Break-in-Service shall again become entitled to participate in the Plan and accrue Credited Service (prior to December 31, 2008 or such later date required by applicable law) as of the first day of the month coincident with or next following the date he is reemployed. With respect to Participants other than Salaried Participants, the provisions regarding participation following reemployment are set forth in Appendix E, F, G, or H, as applicable.

ARTICLE III. AMOUNT OF RETIREMENT BENEFITS.

     3.1 Normal Retirement Benefits . A Salaried Participant who retires on his Normal Retirement Date shall be entitled to the greatest of (i) his Accrued Benefit calculated under Sections 3.1.1, 3.1.2, 3.1.3 and 3.1.4, (ii) the flat rate benefit calculated under Section 3.1.5, or (iii) the minimum benefit under Section 3.8. Notwithstanding the foregoing, a Salaried Participant who formerly participated in the TRIP Plan and who retires on or after his Normal Retirement Date shall be entitled to his Accrued Benefit as calculated under Section 3.1.6. Such benefit shall be payable in accordance with Article VI. The Normal Retirement Benefit of a Participant who is not a Salaried Participant shall be determined pursuant to the Appendix applicable to such Participant. Notwithstanding the preceding, except as otherwise provided in an Appendix or required by applicable law, no Participant shall accrue any additional benefit under the Plan after December 31, 2008.

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          3.1.1 Participation Before July 1, 1982 . The Accrued Benefit for each year of participation before July 1, 1982 shall equal the sum of the amounts determined under Sections 3.1.1.1 and 3.1.1.2 below:

     3.1.1.1 In the case of a Salaried Participant who was a Salaried Participant on July 1, 1979 and who made contributions to the Plan for the month of June 1979, a past service Accrued Benefit equal to the product of (A) and (B) below, where:

     (A) is the Salaried Participant’s Credited Service on July 1, 1979, and

     (B) is the sum of (i) and (ii):

     (i) 1% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year beginning July 1, 1979, and

     (ii) 1% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year beginning July 1, 1979 that is in excess of $550, if any; provided, however, that if the Salaried Participant’s Monthly Plan Compensation averaged over the five years immediately preceding the date of his Severance from Employment is less than his Monthly Plan Compensation for the Plan Year beginning July 1, 1979, such average shall be used in determining this portion of the Participant’s Accrued Benefit; and

     3.1.1.2 A monthly pension for each Plan Year beginning with July 1, 1979 and ending on June 30, 1982, where the monthly pension for each such year shall be determined as the product of (A) and (B) below:

     (A) 4.16667%, and

     (B) the contributions made by the Salaried Participant for each such Plan Year.

          3.1.2 Participation After June 30, 1982 and Before July 1, 1989 . The Accrued Benefit for each year of participation after June 30, 1982 and before July 1, 1989 shall equal the product of (A) and (B) below, where:

     (A) is the Salaried Participant’s Credited Service for each such Plan Year, and

     (B) is the sum of:

     (i) 1% of the Salaried Participant’s Monthly Plan Compensation for each such Plan Year, and

     (ii) 1% of the Salaried Participant’s Monthly Plan Compensation for each such Plan Year that is in excess of $550, if any.

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          3.1.3 Participation After June 30, 1989 and Before January 1, 1998 . The Accrued Benefit for each year of participation after June 30, 1989 and before January 1, 1998 (including the short Plan Year from July 1, 1997 through December 31, 1997) shall equal the amount determined under Section 3.1.3.1 or the amount determined under Section 3.1.3.2 below, whichever is applicable, multiplied by a fraction, the numerator of which is the number of months the Salaried Participant was an Employee eligible to accrue Credited Service and the denominator of which is 12:

     3.1.3.1 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is less than 35 years, an Accrued Benefit equal to the sum of (A) and (B) below:

     (A) 1.375% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year up to $880, and

     (B) 2.000% of the Salaried Participant’s Monthly Plan Compensation for the Plan Year in excess of’ $880, if any.

     3.1.3.2 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is equal to 35 years or more, an Accrued Benefit equal to 1.833% of such Salaried Participant’s Monthly Plan Compensation for the Plan Year.

         3.1.4 Participation After December 31, 1997 . The Accrued Benefit of a Salaried Participant for each year of participation beginning after December 31, 1997 shall equal the amount determined under Section 3.1.4.1 or the amount determined under Section 3.1.4.2 below, whichever is applicable, multiplied by a fraction, the numerator of which is the number of months the Salaried Participant was an Employee eligible to accrue Credited Service and the denominator of which is 12:

     3.1.4.1 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is less than 35 years, an Accrued Benefit equal to the sum of (A) and (B) below:

     (A) 1.375% of the Salaried Participant’s Monthly Plan Compensation for the prior Plan Year up to one-twelfth of the Appropriate Integration Level, and

     (B) 2.000% of the Salaried Participant’s Monthly Plan Compensation for the prior Plan Year in excess of one-twelfth of the Appropriate Integration Level, if any.

     3.1.4.2 In the case of a Salaried Participant whose Credited Service at the beginning of any such Plan Year is equal to 35 years or more, an Accrued Benefit equal to 1.8333% of such Salaried Participant’s Monthly Plan Compensation for the prior Plan Year.

For purposes of this Section 3.1.4, the Appropriate Integration Level for a Salaried Participant who is a Pre-1998 Employee shall be as set forth in Appendix C. The Appropriate Integration Level for all other Salaried Participants shall be as set forth in Appendix D.

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          3.1.5 Flat Rate Benefit . In no event shall the Accrued Benefit of a Salaried Participant who retires at a Normal Retirement Date or a Late Retirement Date be less than $12.00 multiplied by the Salaried Participant’s years of Credited Service on such date.

          3.1.6 TRIP Plan Participants .

     3.1.6.1 The Accrued Benefit of a Salaried Participant who formerly participated in the TRIP Plan and who was employed on December 31, 1997 by Mal Tool & Engineering, Cepco, Inc. or STS/Klock shall be the greatest of (i) the sum of the Salaried Participant’s accrued benefit under the TRIP Plan as of December 31, 1997 and the Salaried Participant’s Accrued Benefit calculated under Section 3.1.4, (ii) the flat rate benefit calculated under Section 3.1.5, or (iii) the TRIP Plan Benefit calculated under Section 3.1.6.3 below. Such a Salaried Participant’s credited service under the TRIP Plan shall not count as Credited Service under this Plan for purposes of Section 3.1.1, Section 3.1.2 or Section 3.1.3.

     3.1.6.2 The Accrued Benefit of a Salaried Participant who formerly participated in the TRIP Plan who was employed on December 31, 1997 by Weck Closure Systems or Pilling-Weck Surgical Instruments shall be the greater of (i) the sum of the Salaried Participant’s accrued benefit under the TRIP Plan as of December 31, 1997 and the Salaried Participant’s accrued benefit calculated under Section 3.1.4, or (ii) the flat rate benefit calculated under Section 3.1.5. Such a Salaried Participant’s credited service under the TRIP Plan shall not count as Credited Service under this Plan for purposes of Section 3.1.1, Section 3.1.2 or Section 3.1.3.

     3.1.6.3 A Salaried Participant’s TRIP Plan Benefit shall equal the sum of the amounts determined under (A) and (B) below, subject to (C) and (D) below:

     (A) 1.05% of the lesser of the Salaried Participant’s Average Monthly Compensation or one-twelfth of his Covered Compensation determined on the date of his Severance from Employment, multiplied by his Credited Service to a maximum of 40 years; and

     (B) 1.5% of the excess, if any, of the Salaried Participant’s Average Monthly Compensation over one-twelfth of his Covered Compensation determined on his date of his Severance from Employment, multiplied by his Credited Service to a maximum of 40 years.

     (C) For a Participant with compensation for a plan year prior to June 30, 1994 in excess of $150,000, in no event shall such Salaried Participant’s benefit determined according to (A) and (B) above be less than the sum of: (i) the Salaried Participant’s accrued benefit on June 30, 1994 frozen in accordance with Treasury Regulations Section 1.401(a)(4)-13; and (ii) the Salaried Participant’s accrued benefit determined using the benefit formula applicable on or after July 1, 1994 with respect to Credited Service earned on or after July 1, 1994.

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     (D) In no event shall a Salaried Participant’s benefit determined according to (A) and (B) above be less than the Salaried Participant’s accrued benefit as of July 31, 1989 (June 30, 1989 for employees who met the description in Code Section 414(q)(1)(B) as of June 30, 1989) under Section 5.1 of the TRIP Plan in effect on July 31, 1989.

          3.1.7 Notwithstanding any provision of the Plan to the contrary, the following individuals shall receive no additional Credited Service for benefit accrual purposes for any period of employment after January 31, 2004:

     3.1.7.1 Employees of Weck Surgical employed at Research Triangle Park, North Carolina;

     3.1.7.2 Salaried Exempt and Salaried Non-Exempt Employees of TFX Medical employed at Jaffrey, New Hampshire; and

     3.1.7.3 Sales Representatives of Pilling Surgical employed at Horsham, Pennsylvania (formerly Fort Washington, Pennsylvania) who were hired after December 23, 1993 and before March 28, 1997.

          3.1.8 Notwithstanding any provision of the Plan to the contrary, except as otherwise provided in an Appendix or required by applicable law, no individuals shall receive additional Credited Service for benefit accrual purposes for any period of employment after December 31, 2008.

     3.2 Late Retirement Benefits . A Salaried Participant who retires after June 30, 1989 on his Late Retirement Date shall be entitled to his Accrued Benefit calculated to his Late Retirement Date, as determined under Section 3.1. The Late Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

     3.3 Early Retirement Benefit .

          3.3.1 General Rule . The Early Retirement Benefit payable to a Salaried Participant who retires on an Early Retirement Date shall equal his Accrued Benefit, based on the Salaried Participant’s Credited Service at his Early Retirement Date. At the Salaried Participant’s option such retirement benefit shall be payable either beginning on his Normal Retirement Date without reduction, or beginning as of an Annuity Starting Date coincident with or subsequent to his Early Retirement Date. In the event the Salaried Participant elects to have payments begin before his Normal Retirement Date, the rate of the payments shall be reduced by 5/9 of 1% for each month by which his Annuity Starting Date precedes his Normal Retirement Date. The Early Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

          3.3.2 Weck TRIP Plan Participants . Notwithstanding Section 3.3.1, a Salaried Participant who was employed by Weck Closure Systems or Pilling-Weck Surgical Instruments and was a participant in the TRIP Plan on December 31, 1997 and who retires after attaining age 55 and being credited with 10 years of Continuous Service, may irrevocably elect to have his benefit payments begin as of the first day of any month after his retirement date and before attaining age 60. Such benefit payment shall be based on the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced by .35% for each month that

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the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date. Once a Salaried Participant making such an election attains age 60, his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, and (b) the amount the Salaried Participant would have been entitled to under Section 3.3.1 had his benefit commenced at age 60. If a Salaried Participant entitled to elect the commencement of payments prior to age 60 under this Section 3.3.2 does not make such an election, but does elect to have payments begin between age 60 and his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced by .35% for each month that the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date, and (b) the amount the Salaried Participant is entitled to under Section 3.3.1.

          3.3.3 Mal Tool TRIP Plan Participants . Notwithstanding Section 3.3.1, a Salaried Participant who was employed by Mal Tool & Engineering, Cepco, Inc. or STS/Klock and was a participant in the TRIP Plan on December 31, 1997 and who retires after attaining age 55 and being credited with 10 Years of Continuous Service, may irrevocably elect to have his benefit payments begin as of the first day of any month after his retirement date and before attaining age 60. Such benefit payments shall be based on the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced by .35% for each month that the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date. Once a Salaried Participant making such an election attains age 60, his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, or (b) the amount the Salaried Participant would have been entitled to under Section 3.3.1 had his benefit commenced at age 60. If a Salaried Participant entitled to elect the commencement of payments prior to age 60 under this Section 3.3.3 does not make such an election, but does elect to have payments begin between age 60 and his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced by .35% for each month that the Salaried Participant’s Annuity Starting Date precedes his Normal Retirement Date, and (b) the amount the Salaried Participant is entitled to under Section 3.3.1.

     3.4 Disability Retirement Benefit .

          3.4.1 The Disability Retirement Benefit payable to a Salaried Participant who experiences a Severance from Employment due to a Total and Permanent Disability before his Normal Retirement Date, but after he has been credited with two or more years of Credited Service, is a benefit beginning on his Normal Retirement Date equal to the Accrued Benefit the Salaried Participant would have received had he remained employed by the Participating Employer during such time as he is Totally and Permanently Disabled. For purposes of computing a Salaried Participant’s Accrued Benefit under this Section 3.4.1, he shall receive credit for Continuous Service and Credited Service for the period of his Total and Permanent Disability and it shall be assumed that such Salaried Participant’s Monthly Plan Compensation during his period of Total and Permanent Disability is that in effect immediately before the beginning of the Total and Permanent Disability. Such benefit shall be payable in accordance with Article VI. In the event such Salaried Participant (a) ceases to have a Total and Permanent Disability before his Normal Retirement Date and is not thereafter reemployed by the Participating Employer, (b) dies before his Normal Retirement Date, or (c) elects to begin receiving an Early Retirement Benefit, the Salaried Participant’s Continuous Service and Credited Service shall be determined as of the date such Salaried Participant ceases to be disabled, dies or begins to receive his Early Retirement Benefit, and his further benefit entitlement, if any, shall be based upon such Continuous Service and Credited Service. The

27


 

Disability Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

          3.4.2 In lieu of the benefit accrual under Section 3.4.1, a Salaried Participant who experiences a Severance from Employment due to a Total and Permanent Disability before Normal Retirement Date, but after he has been credited with 10 or more years of Continuous Service, may elect to receive a reduced benefit beginning on the first day of any month following the month in which he reaches age 60, if he is then disabled. For purposes of computing a Salaried Participant’s Accrued Benefit under this Section 3.4.2, he shall receive credit for Continuous Service and Credited Service for the period of his Total and Permanent Disability up to the month payment of the reduced benefit begins, and it shall be assumed that such Salaried Participant’s Monthly Plan Compensation during his period of Total and Permanent Disability is that in effect immediately before the beginning of the Total and Permanent Disability. Such benefit shall be payable in accordance with Article VI. In the event such Salaried Participant ceases to be disabled before his Annuity Starting Date and is not thereafter reemployed by the Participating Employer, or dies or elects to begin receiving an Early Retirement Benefit, the Salaried Participant’s Continuous Service and Credited Service shall be determined as of the date such Salaried Participant ceases to be disabled, dies or begins to receive his Early Retirement Benefit, and his further benefit entitlement, if any, shall be based upon such Continuous Service and Credited Service. If a Salaried Participant receiving benefit payments hereunder ceases to be disabled before his Normal Retirement Date and is not thereafter reemployed by the Participating Employer, such Salaried Participant’s Continuous Service and Credited Service shall be determined as of the one year anniversary of the date of the Salaried Participant’s last benefit payment hereunder. In addition, such Salaried Participant’s benefit payments hereunder shall be discontinued until he again qualifies for a benefit and his retirement benefit, if any, shall be adjusted in accordance with Section 6.8, if he again becomes an eligible Employee.

     3.5 Vested Deferred Retirement Benefit . A Salaried Participant who experiences a Severance from Employment before his Normal Retirement Date for any reason other than early retirement, death or Total and Permanent Disability, and who has not been credited with 10 years of Continuous Service, shall be entitled to begin receiving payment of his Accrued Benefit at his Normal Retirement Date. A Salaried Participant who experiences a Severance from Employment before his Normal Retirement Date for any reason other than early retirement, death or Total and Permanent Disability, and who has been credited with 10 or more years of Continuous Service, shall be entitled to a benefit equal to the amount determined under Section 3.5.1 or Section 3.5.2, as the Salaried Participant shall elect. Vested terminated Salaried Participants who were participants in the TRIP Plan on December 31, 1997 shall also be entitled to elect benefit payments as provided in Section 3.5.3 or 3.5.4, as applicable. Any benefit under this Section 3.5 shall be paid in accordance with Article VI. The Vested Deferred Retirement Benefit of a Participant who is not a Salaried Participant, if any, shall be determined pursuant to the Appendix applicable to such Participant.

          3.5.1 The Salaried Participant’s Accrued Benefit, beginning on the first day of any month following the month in which he reaches age 60, reduced as provided in Section 3.3.1, or

          3.5.2 A lump sum payment equal to the amount of such Salaried Participant’s Accumulated Contributions on the date of his Severance from Employment, plus a net remaining monthly benefit beginning on the first day of any month following the month in which he reaches age 60, as the Salaried Participant elects. The amount of such net remaining

28


 

monthly benefit shall be the excess, if any, of the amount determined under Section 3.5.2.1 below, over the amount determined under Section 3.5.2.2 below, with such excess multiplied by the percentage determined under Section 3.5.2.3 below:

     3.5.2.1 The Salaried Participant’s Accrued Benefit on the date of his Severance from Employment.

     3.5.2.2 The pension value of the Salaried Participant’s Accumulated Contributions, which shall be the continued product of (i), (ii) and (iii) below:

     (i) The Salaried Participant’s Accumulated Contributions as of the last day of the Plan Year in which his Severance from Employment occurs, accrued to the Salaried Participant’s Normal Retirement Date at 5% interest, per year, compounded annually.

     (ii) The interest rate prescribed in Section 1.3.

     (iii) 1/12.

     3.5.2.3 100% minus 5/9 of 1% for each month by which the start of the net remaining monthly benefit precedes the Salaried Participant’s Normal Retirement Date.

          3.5.3 Weck TRIP Plan Participants . A vested terminated or retired Salaried Participant who was employed by Weck Closure Systems or Pilling-Weck Surgical Instruments and was a participant in the TRIP Plan on December 31, 1997, may irrevocably elect to have his benefit payments begin as of the first day of any month after he has attained age 55 and before his Normal Retirement Date. Such benefit payment shall be based on the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at December 31, 1997, as described in Appendix B. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence before he attains age 60, upon his attainment of age 60 his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, and (b) the amount the Salaried Participant would have been entitled to under Section 3.5.1 or Section 3.5.2 had his benefit commenced at age 60. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence on or after he attains age 60 and before his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s Accrued Benefit under the TRIP Plan as of December 31, 1997, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at December 31, 1997, as described in Appendix B, and (b) the amount the Salaried Participant is entitled to under Section 3.5.1 or Section 3.5.2.

          3.5.4 Mal Tool TRIP Plan Participants . A vested terminated or retired Salaried Participant who was employed by Mal Tool & Engineering, Cepco, Inc. or STS/Klock and was a participant in the TRIP Plan on December 31, 1997, may irrevocably elect to have his benefit payments begin as of the first day of any month after he has attained age 55 and before his Normal Retirement Date. Such benefit payment shall be based on the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at

29


 

December 31, 1997, as described in Appendix B. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence before he attains age 60, upon his attainment of age 60 his benefit payments will be based on the greater of (a) the amount described in the preceding sentence, and (b) the amount the Salaried Participant would have been entitled to under Section 3.5.1 or Section 3.5.2 had his benefit commenced at age 60. If such a Salaried Participant has been credited with 10 years of Continuous Service and elects to have payments commence on or after he attains age 60 and before his Normal Retirement Date, his benefit payments will be based on the greater of (a) the Salaried Participant’s TRIP Plan Benefit, as calculated under Section 3.1.6.3, reduced for commencement prior to his Normal Retirement Date in accordance with the actuarial factors used under the TRIP Plan at December 31, 1997, as described in Appendix B, and (b) the amount the Salaried Participant is entitled to under Section 3.5.1 or Section 3.5.2.

     3.6 Return of Accumulated Contributions . An individual who was a Salaried Participant in the Plan on June 30, 1982 and who experiences a Severance from Employment before his Normal Retirement Date for any reason other than death or Total and Permanent Disability before he has been credited with five years of Continuous Service shall be entitled to receive only the amount of his Accumulated Contributions in a lump sum within six months following such Severance from Employment.

     3.7 Restoration of Accrued Pension Benefit . If in connection with his Severance from Employment, a Salaried Participant receives a lump sum distribution of his Accumulated Contributions in accordance with Section 3.6, and such Salaried Participant later


 
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