TELEFLEX INCORPORATED DEFERRED COMPENSATION PLAN Amended and Restated Effective January 1, 2009

Exhibit 10.3

TELEFLEX INCORPORATED
DEFERRED COMPENSATION PLAN

Amended and Restated Effective January 1, 2009

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TELEFLEX INCORPORATED
DEFERRED COMPENSATION PLAN

     Teleflex Incorporated, a Delaware corporation (“Corporation”), previously adopted and maintains the Teleflex Incorporated Deferred Compensation Plan (“Plan”) to provide a deferred compensation arrangement for the members of its Board of Directors and a select group of management or highly compensated employees of the Corporation and of its affiliated entities which participate in this Plan with the consent of the Corporation. The Plan is intended to be an unfunded, nonqualified deferred compensation arrangement as provided under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to satisfy the requirements of a “top hat” plan thereunder and under Labor Regulation Section 2520.104-23.

     The Plan was originally effective January 1, 1995. The Plan was amended and restated effective January 1, 1999. The Plan was further amended effective January 1, 2003. The Plan is hereby amended and restated effective as of January 1, 2009. This amended and restated Plan is intended to comply with the requirements of The American Jobs Creation Act of 2004 (“AJCA”), Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and final regulations and other rulings issued by the Internal Revenue Service (“IRS”) thereunder.

ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS

     1.1 Definitions . Unless the context requires otherwise, the terms defined in this Section shall have the meanings set forth below. When the defined meaning is intended, the term is capitalized:

          (a)  Account . The bookkeeping account described in Section 4.1 under which contributions and earnings are credited on behalf of a Participant.

          (b)  Administrative Committee . 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.

          (c)  Beneficiary . The person(s) entitled to receive any distribution hereunder upon the death of a Participant. The Beneficiary for benefits payable under this Plan shall be the beneficiary designated by the Participant in accordance with procedures established by the Administrative Committee as of the Participant’s date of death, or, in the absence of any such designation, the Participant’s estate.

          (d)  Board . The Board of Directors of the Corporation or the Compensation Committee thereof.

          (e)  Bonus . An amount paid or payable by the Employer to an Eligible Employee for a Plan Year that is not part of the Eligible Employee’s base salary, wages or commissions and that is either Performance-Based, paid in the discretion of the Employer, or payable based on some criteria other than hours worked.

          (f)  Change of Control .

     (1) Any “person” (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than the Corporation, any majority controlled subsidiary

of the Corporation, or the fiduciaries of any Corporation benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 20% or more of the total voting power of the voting securities of the Corporation then outstanding and entitled to vote generally in the election of Directors of the Corporation; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Corporation;

     (2) Individuals who, as of the beginning of any 24 month period, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any individual becoming a Director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation;

     (3) Consummation of (i) a merger, consolidation or reorganization of the Corporation, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Corporation immediately prior to such merger, consolidation or reorganization do not, following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Corporation, or (iii) a sale or other disposition of all or substantially all of the assets of the Corporation, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Corporation immediately before such sale or other disposition; or

     (4) Consummation of any other transaction determined by resolution of the Board to constitute a Change of Control.

          (g)  Code . The Internal Revenue Code of 1986, as amended from time to time.

          (h)  Committee . The Teleflex Incorporated Benefits Policy Committee or any successor thereto.

          (i)  Compensation . Amounts paid or payable by the Employer to an Eligible Employee for a Plan Year which are includable in income for federal tax purposes, including base salary and variable compensation in the form of commissions (except as otherwise provided herein). Notwithstanding the foregoing, the following amounts are excluded from Compensation: (1) other cash or non-cash compensation, expense reimbursements or other benefits or contributions by the Corporation to any other employee benefit plan, other than pre-

tax salary deferrals into the Qualified Plan or any Code Section 125 plan sponsored by the Corporation or any of its affiliates; (2) any Bonus; (3) amounts realized (A) from the exercise of a stock option, (B) when restricted stock (or property) held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, (C) when the Shares underlying RSUs are payable to a Participant, or (D) from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (4) any amounts that are required to be withheld from a Participant’s wages from the Corporation pursuant to Code Section 3102 to satisfy the Participant’s tax obligations under Code Section 3101. With respect to Directors, “Compensation” means the retainer fee paid for service as a member of the Board.

          (j)  Corporation . Teleflex Incorporated or any successor thereto.

          (k)  Director . A member of the Board of Directors of the Corporation.

          (l)  Effective Date . January 1, 2009, the date this amendment and restatement of the Plan is effective.

          (m)  Eligible Employee . Any Employee who is (1) among a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), and (2) designated by the Corporation as eligible to make contributions under Article II of the Plan in accordance with eligibility criteria established from time to time by the Administrative Committee, the Committee or the Board.

          (n)  Employee . Any person who, on or after the Effective Date, is receiving remuneration for personal services rendered to an Employer (or who would be receiving such remuneration except for an authorized leave of absence).

          (o)  ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time.

          (p)  Employer . The Corporation and any affiliate thereof or successor thereto which adopts and participates in the Plan.

          (q)  Exchange Act . The Securities Exchange Act of 1934, as amended

          (r)  Participant . Any Director and/or Eligible Employee who meets the eligibility requirements for participation in the Plan as set forth in Article II and who earns benefits under the Plan.

          (s)  Performance-Based . A Bonus or other payment of Compensation is Performance-Based if the amount of the payment or the entitlement thereto is contingent on the satisfaction of organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. The organizational or individual performance criteria shall be established in writing no later than 90 days after the beginning of the period of service to which the criteria relate and the outcome must be substantially uncertain at the time the criteria are established. Notwithstanding the above, a Performance-Based Bonus may be based on subjective performance criteria, provided that:

     (1) The subjective performance criteria are bona fide and relate to the performance of the Participant, a group of service providers that includes the Participant, or a business unit for which the Participant provides services (which may include the entire organization); and

     (2) The determination that any subjective performance criteria have been met is not made by the Participant or a family member of the Participant (as defined in Code Section 267(c)(4) applied as if the family of an individual includes the spouse of any member of the family) or a person under the effective control of the Participant or such a family member, and no amount of the Bonus of the person making such determination is effectively controlled in whole or in part by the Participant or such a family member.

          (t)  Plan . The Teleflex Incorporated Deferred Compensation Plan, as set forth herein, and as such may be amended from time to time hereafter.

          (u)  Plan Year . The fiscal year of the Plan, which is the 12 consecutive month period beginning January 1 and ending December 31.

          (v)  Qualified Plan . The Teleflex 401(k) Savings Plan, as amended from time to time.

          (w)  Reporting Person . An Eligible Employee and/or Director who is subject to Section 16 of the Exchange Act.

          (x)  Separation from Service or Separate from Service . An Eligible Employee separates from service with the Employer if the Eligible Employee dies, retires or otherwise has a termination of employment with the Employer. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Employer and the Eligible Employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Eligible Employee would perform after such date (as an Employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period in which the Eligible Employee provided services to the Employer if the Eligible Employee has been providing services for less than 36 months). An Eligible Employee will not be deemed to have experienced a Separation from Service if such Eligible Employee is on military leave, sick leave, or other bona fide leave of absence, to the extent such leave does not exceed a period of six months or, if longer, such longer period of time during which a right to re-employment is protected by either statute or contract. If the period of leave exceeds six months and the individual does not retain a right to re-employment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. In the case of a Director, a Separation from Service occurs upon the termination of the Director’s service on the Board, provided, however, that a Director who is also providing services to the Employer as an independent contractor, does not have a Separation from Service until he has separated from service both as a Director and as an independent contractor. If an Eligible Employee provides services both as an Employee and as a member of the Board, the services provided as a Director are generally not taken into account in determining whether the Eligible Employee has a Separation from Service as an Employee for purposes of the Plan, in accordance with final regulations under Code Section 409A.

          (y)  Shares . The common shares, $1.00 par value, of the Corporation.

          (z)  Specified Employee . An Employee who, as of the date of the Employee’s Separation from Service, is a key employee of the Employer. An Employee is a key employee if he meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on a “ Specified Employee Identification Date .” The Specified Employee Identification Date is August 31 of each calendar year. If an Employee is a key employee as of a Specified Employee Identification Date, the Employee is treated as a key employee for the entire 12-month period beginning on the “ Specified Employee Effective Date .” The Specified Employee Effective Date is January 1 of each calendar year.

          (aa)  Total Disability or Totally Disabled . For purposes of the Plan, a Participant has a Total Disability or is Totally Disabled if the Participant qualifies for either a Social Security disability benefit or disability benefits under the Corporation’s long-term disability program for a period of at least three months.

          (bb)  Unforeseeable Emergency . An unforeseeable emergency is a severe financial hardship to the Participant resulting from:

     (1) An illness or accident of the Participant or the Participant’s spouse, Beneficiary, or dependent;

     (2) Loss of the Participant’s property due to casualty, including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster; or

     (3) Other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, including imminent foreclosure of or eviction from the Participant’s primary residence, the need to pay for medical expenses, including non-refundable deductibles, the cost of prescription drugs, and the need to pay for funeral expenses of a spouse, Beneficiary, or dependent.

     The Administrative Committee shall have the power to determine whether a Participant has experienced an Unforeseeable Emergency.

     1.2 General Provisions . The masculine wherever used herein shall include the feminine; singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions is for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE II
PARTICIPATION AND COMPENSATION DEFERRALS

     2.1 Eligibility . Any Director or Eligible Employee shall become a Participant on the date determined by the Corporation in its sole discretion. In order to receive a benefit under the Plan, however, a Participant must also meet the requirements of Sections 2.2, 2.3, 2.4, and/or 2.5.

     2.2 Director Compensation Deferrals .

          (a)  Initial Election . A Participant who is a Director may elect to defer receipt of any whole percentage (2% minimum to 100% maximum) of his Compensation payable during that Plan Year within 30 days of first becoming eligible to participate in the Plan.

          (b)  Annual Election . Prior to the beginning of a Plan Year or at such other time as may be required or permitted by regulations issued under Code Section 409A, a Participant who is a Director that is entitled to receive Compensation from the Corporation for service on the Board may elect to defer receipt of any whole percentage (2% minimum to 100% maximum) of his Compensation payable during that Plan Year.

          (c)  Election Procedure . In order to make an election under (a) or (b), above, a Participant must execute or acknowledge a Compensation deferral election form, or otherwise agree to defer some of his Compensation in accordance with such other procedures, including electronic enrollment, as are established by the Administrative Committee from time to time. A Participant’s Compensation deferral election form shall be maintained by or on behalf of the Administrative Committee. An initial deferral election must be executed, acknowledged, filed or submitted electronically within 30 days of the date the Participant first becomes eligible to participate in the Plan, and all subsequent deferral elections must be executed, acknowledged, filed or submitted electronically in advance of the beginning of the Plan Year during which the Compensation to be deferred is expected to be earned, or at such other time as may be required or permitted by regulations issued under Code Section 409A. Employer Matching Contributions, if any, will not be made with respect to amounts deferred pursuant to this Section 2.2.

     2.3 Eligible Employee Compensation Deferrals .

          (a)  Initial Election . A Participant who is an Eligible Employee may elect to defer receipt of any whole percentage (2% minimum up to 100% maximum (50% prior to January 1, 2009)) of his Compensation, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations, within 30 days of first becoming eligible to participate in the Plan. A Participant who is an Eligible Employee may make a separate election to defer receipt of no less than 10% and no more than 100% (75% prior to January 1, 2009) of his Bonus, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations, within 30 days of first becoming eligible to participate in the Plan.

          (b)  Annual Election . A Participant who is an Eligible Employee may elect to defer receipt of:

     (1) Any whole percentage (2% minimum up to 100% maximum (50% prior to January 1, 2009)) of his Compensation, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations, prior to the beginning of a Plan Year or at such other time as may be required or permitted by regulations issued under Code Section 409A; and/or

     (2) No less than 10% and no more than 100% (75% prior to January 1, 2009) of his Bonus, or such lesser amount the Administrative Committee determines is appropriate to take into account all required withholding obligations:

     (i) For a Performance-Based Bonus, no later than six (6) months before the end of the twelve (12)-month performance period for which the Performance-Based Bonus is awarded or at such other time as may be required or permitted by regulations issued under Code Section 409A, provided that in no event may an election to defer a Performance-Based Bonus be made after such Bonus has become readily ascertainable within the meaning of Code Section 409A.

     (ii) If the Bonus is not a Performance-Based Bonus, prior to the beginning of the Plan Year during which such Bonus is expected to be earned or at such other time as may be required or permitted by regulations issued under Code Section 409A.

          (c)  Election Procedure . In order to make an election under (a) or (b), above, a Participant must execute or acknowledge a Compensation and/or Bonus deferral election form, or otherwise agree to defer some of his Compensation and/or Bonus in accordance with such other procedures, including electronic enrollment, as are established by the Administrative Committee from time to time. A Participant’s Compensation and/or Bonus deferral election form shall be maintained by or on behalf of the Administrative Committee. An initial deferral election under (a) must be executed, acknowledged, filed or submitted electronically within 30 days of the date the Participant first becomes eligible to participate in the Plan, and all subsequent deferral elections under (b)(1) and/or (b)(2)(ii) must be executed, acknowledged, filed or submitted electronically in advance of the beginning of the Plan Year during which the Compensation and/or Bonus to be deferred is expected to be earned, or at such other time as may be required or permitted by regulations issued under Code Section 409A. A deferral election under (b)(2)(i) must be executed, acknowledged, filed or submitted electronically no later than six (6) months before the end of the 12-month performance period for which the Performance-Based Bonus is awarded, or at such other time as may be required or permitted by regulations issued under Code Section 409A.

     2.4 Deferral of Equity-Based Compensation .

          (a)  Restricted Stock and Restricted Stock Units . Prior to the beginning of a Plan Year in which a restricted stock award or restricted stock unit (“RSU”) award may be made by the Corporation’s Board under the Teleflex Incorporated 2000 Stock Compensation Plan, Teleflex Incorporated 2008 Stock Incentive Plan, or any other stock compensation plan in effect from time to time or subsequently adopted by the Corporation (collectively, the “Stock Plan”), or at such other time as may be required or permitted by regulations issued under Code Section 409A, a Participant who is potentially eligible to receive such an award in such year may elect under this Plan to defer receipt of any whole number of shares (10% minimum to 100% maximum) underlying the restricted stock or RSU award by executing or acknowledging a deferral election form or otherwise agreeing to defer some or all of the shares under the award in accordance with such other procedures, including electronic enrollment, as are established by the Administrative Committee from time to time. A Participant’s deferral election form shall be maintained by or on behalf of the Administrative Committee. Any rule under the Stock Plan

relating to risk of forfeiture of shares or RSUs awarded under the Stock Plan shall continue to apply to any portion of an award the receipt of which is deferred under this Plan. Employer Matching Contributions, if any, will not be made with respect to amounts deferred pursuant to this Section 2.4(a).

          (b)  Dividends and Stock Splits . One hundred percent (100%) of any cash dividends and/or cash dividend-equivalents and any cash paid in lieu of fractional shares, that are vested and payable with respect to shares and/or RSUs, respectively, deferred under Section 2.4(a), above, shall automatically be deferred under this Plan and held and paid under the Plan, in the same manner as the underlying deferred shares and/or RSUs. Similarly, unless the Administrative Committee determines otherwise, stock dividends and stock splits and/or stock dividend-equivalents and stock split-equivalents paid with respect to deferred shares and/or RSUs, respectively, shall also automatically be deferred and held and paid under the Plan, in the same manner as the underlying deferred shares and/or RSUs. Employer Matching Contributions, if any, will not be made with respect to amounts deferred pursuant to this Section 2.4(b).

     2.5 Additional Rules Relating to Deferral Elections .

          (a)  Irrevocable Elections . In all cases, a Participant’s election under Sections 2.2, 2.3, and/or 2.4 shall be made prior to the time any of the Compensation, Bonus, or equity-based compensation covered by such election is to be earned by such Participant. Elections to defer under Sections 2.2, 2.3, and/or 2.4 shall be irrevocable with respect to the Compensation, Bonus, or equity-based compensation to which they apply and may be amended, revoked or suspended by the Participant only effective as of the January 1 ^st following the amendment, revocation or suspension in accordance with procedures established by the Administrative Committee, unless transition rules and regulations under Code Section 409A permit amendment, revocation or suspension as of some other time, and except that an election may be revoked due to:

     (1) An Unforeseeable Emergency;

     (2) A hardship distribution pursuant to Treasury Regulations Section 1.401(k)-1(d)(3); or

     (3) The Participant’s disability if the election to defer is cancelled by the later of the end of the Participant’s taxable year or the 15 ^th day of the third month following the date the Participant incurs the disability. For this purpose, “disability” refers to any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

     If a deferral election is cancelled under this Section 2.5(a), any subsequent election to defer must be made prior to the beginning of the Plan Year to which it will apply.

          (b)  Permitted Deferral Amount . The Board may, in its discretion, change the minimum and maximum amount that may be deferred by some or all Participants from time to time in its sole discretion. Elections shall be made in accordance with procedures established

by the Administrative Committee. In addition, special limitations may be established by the Administrative Committee to apply to the deferral of any amount that a Participant is expected to receive.

          (c)  Automatic Suspension . An election to defer Compensation and/or a Bonus will be automatically suspended during any unpaid leave of absence or temporary layoff. Any deferral of Compensation and/or a Bonus suspended in accordance with the provisions of this paragraph shall be automatically resumed, without the necessity of any action by the Participant, upon return to employment at the expiration of such suspension period.

     2.6 Employer Matching Contributions . The Employer may, in its discretion, credit to a Participant’s Account each Plan Year during which the Participant is selected to receive Employer Matching Contributions, an amount determined in accordance with the following formula:

          (a) For the 2009 Plan Year:

     (1) Dollar-for-dollar up to 3% of the amount of Compensation that the Participant defers for the Plan Year pursuant to Section 2.3; plus

     (2) 3% of the Bonus that will be paid to the Participant during the 2009 Plan Year, regardless of whether the Participant elected to defer any portion of the Bonus that will be paid to the Participant during the 2009 Plan Year, so long as the Participant elects to defer at least 3% of his Compensation for the 2009 Plan Year pursuant to Section 2.3.

          (b) For Plan Years beginning on and after January 1, 2010:

     (1) Dollar-for-dollar up to 3% of the amount of Compensation that the Participant defers for the Plan Year pursuant to Section 2.3; plus

     (2) Dollar-for-dollar up to 3% of the Bonus that the Participant defers for the Plan Year pursuant to Section 2.3.

     The Matching Contribution formula described above may vary from year to year or among Participants in the discretion of the Employer. All amounts credited under this provision to the Accounts of Participants in the Plan, as adjusted for earnings or losses, are referred to as “Employer Matching Contributions.”

     2.7 Employer Non-Elective Contributions . The Employer may, in its discretion, credit to a Participant’s Account each Plan Year during which the Participant is selected to receive Employer Non-Elective Contributions an amount determined in accordance with the following formula:

     5% x the sum of the Participant’s Compensation for the Plan Year and the Participant’s annual cash Bonus paid during the Plan Year (excluding any Long Term Incentive Award under the Teleflex Incorporated Executive Incentive Plan);

less

the maximum matching contribution that the Participant could receive under the Qualified Plan for the Plan Year if the Participant deferred the maximum possible amount under the Qualified Plan for the Plan Year.

     All amounts credited under this provision to the Accounts of Participants in the Plan, as adjusted for earnings or losses, are referred to as “Employer Non-Elective Contributions.”

     2.8 Prior Plan Credits . If an Eligible Employee was a participant in the Teleflex Incorporated Supplement Executive Retirement Plan (“SERP”) on December 31, 2008, and had not Separated from Service before December 31, 2008, the Employer will credit the lump sum present value of the Participant’s accrued benefit in the SERP as of December 31, 2008 to the Participant’s Account in the Plan. All amounts credited under this provision to the Accounts of Participants in the Plan, as adjusted for earnings or losses, are referred to as “Prior Plan Credits.” A schedule of the Prior Plan Credits shall be maintained by the Administrative Committee. Employer Matching Contributions, if any, will not be made with respect to Prior Plan Credits made pursuant to this Section 2.8.

     2.9 Deferred Benefits . Any amounts deferred by a Participant pursuant to Sections 2.2, 2.3, and/or 2.4, plus Employer Matching Contributions credited pursuant to Section 2.6, if any, Employer Non-Elective Contributions credited pursuant to Section 2.7, and a Participant’s Prior Plan Credits described in Section 2.8, if any, shall constitute the deferred benefits payable under the Plan (“Deferred Benefits”). Solely for the purpose of measuring the amount of the Employer’s obligations to each Participant or his Beneficiaries under the Plan, the Administrative Committee will maintain an Account for each Participant in the Plan. The Administrative Committee will credit a Participant’s Deferred Benefit to the Participant’s Account from time to time as the deferred amounts otherwise would have been earned by the Participant.

     2.10 Eligibility List; Suspension of Active Participation . The Administrative Committee shall maintain a written list of those Employees who then qualify as Eligible Employees under the Plan, as determined by the eligibility criteria established by the Corporation. Any Participant not listed as an Eligible Employee for a given Plan Year or who is not a Director for a given Plan Year shall cease to have any right to defer for such Plan Year or to receive an Employer Matching Contribution, if any, or Employer Non-Elective Contribution, if any, for such Plan Year. However, any amounts credited to the Account of a Participant whose participation is suspended shall otherwise continue to be maintained under the Plan in accordance with its terms.

     2.11 Termination of Participation . Once an Eligible Employee and/or Director becomes a Participant, such individual shall continue to be a Participant until such individual (i) ceases to be described as a Director or as an Eligible Employee, and (ii) ceases to have any vested interest in the Plan (as a result of distributions made to such Participant or his Beneficiary, if applicable, or otherwise).

     2.12 Participation by Other Employers . Each corporation or other entity with U.S. employees that is a member of the same controlled group as the Corporation (within the meaning of Code Sections 414(b) and (c)) shall be a participating employer under the Plan unless determined otherwise by the Corporation. Participating affiliates that cease to be a member of the same controlled group a