CONFIDENTIAL RELEASE AND
SEPARATION AGREEMENT
This
CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT (the
“Agreement”) is made and entered into by Martin Headley
(“HEADLEY”) and Teleflex Incorporated, its past,
present and future subsidiaries, parents, and affiliates and their
past, present, and future employees, officers, directors, agents,
insurers and legal counsel (hereinafter collectively referred to as
the “COMPANY”).
1. HEADLEY’S EMPLOYMENT. HEADLEY will cease to be
employed by the COMPANY effective March 16, 2007 (the
“Termination Date”). The COMPANY wishes to provide
HEADLEY with an orderly transition from the COMPANY and both
HEADLEY and the COMPANY wish to settle any and all issues and
potential issues which relate or may relate to HEADLEY’s
employment with and departure from the COMPANY. Accordingly,
HEADLEY will be entitled to the following separation payment and
benefits under the terms of this Agreement.
2. SEPARATION PAYMENT. In consideration for the
releases and other covenants set forth in this Agreement, after
this Agreement becomes effective, the COMPANY agrees to provide
HEADLEY:
a.
The gross amount of $636,679.50, which equals eighteen
(18) months (hereinafter referred to as the “Separation
Period”) of HEADLEY’s base salary at the time of his
termination of employment with the COMPANY, payable in an equal
amount per month, subject to all applicable withholdings and
deductions.
b.
Continuation, during the Separation Period, of HEADLEY’s
applicable medical, dental and prescription benefits on the same
basis as, and at the same contribution rate paid by, similarly
situated active employees of the COMPANY. During the Separation
Period, the COMPANY will continue to make at the same rates as it
did before the Termination Date the contributions of the employer
to the chosen benefit plans as well as to HEADLEY’s flexible
spending account. In the first payment made under Paragraph 2(a) as
described in the last section below (the lump sum check paid six
(6) months and one (1) day after the Termination Date),
the Company shall deduct the amount of the employer’s
contributions to HEADLEY’s chosen benefits plans and flexible
spending account made during that six (6) month and one
(1) day period. Continuation of benefits may cease in the
event that HEADLEY accepts employment at any time during the
Separation Period with an employer from whom he is eligible to
receive medical, dental and prescription benefits, vehicle or
vehicle allowance, as the case may be, or as provided in paragraph
17 of this Agreement, below.
c.
After the end of the Separation Period on September 16, 2008
(or if earlier, the date benefits cease under paragraph 2(b)),
HEADLEY shall be entitled to elect to continue coverage under
COMPANY’s Group Health Plan benefits for the full period of
time provided under Section 4980B of the Internal Revenue Code
of 1986, as amended (commonly
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referred to as
“COBRA”). HEADLEY will be required to pay the full
premium for such COBRA coverage.
d.
The COMPANY will not contest any claim for government sponsored
unemployment compensation that HEADLEY may file.
e.
Payment for executive outplacement services during the year
following the Termination Date through Right Management or at such
other executive outplacement services firm designated by HEADLEY,
such services not to exceed $20,000.00. In the event that HEADLEY
does not utilize the full amount of outplacement services to which
he is entitled under this Agreement, the remaining amount shall
not be converted into a cash payment to HEADLEY.
HEADLEY
acknowledges and agrees that the Separation Payment outlined above
does not constitute monies to which he would otherwise be entitled
as a result of his prior employment with the COMPANY, and that
these monies constitute fair and adequate compensation for the
promises and covenants of HEADLEY set forth in this Agreement. In
addition, the COMPANY and HEADLEY agree as follows relative to
other benefit plans in which HEADLEY participated prior to the
Termination Date:
f.
HEADLEY will cease to be covered under the following programs as of
the Termination Date: short and long term disability, travel
accident, vacation accrual, basic and supplemental accidental death
& dismemberment insurance and life insurance, executive life
insurance, pension, car allowance, 401(k) plans, deferred
compensation plans, short and long term incentive or bonus
compensation plans, and equity award or compensation
plans.
g.
HEADLEY will be provided with paperwork required to continue basic
and/or executive life insurance coverage under the plan’s
conversion and/or portability features at HEADLEY’s own
expense and to the extent permitted by the carrier.
h.
HEADLEY will be paid four weeks’ accrued vacation in a lump
sum, subject to all applicable withholdings and deductions, on the
regularly scheduled payroll date immediately following the
expiration of the 7-day revocation period set forth in paragraph 20
of this Agreement.
i.
HEADLEY will be allowed to maintain the use of the company car
provided to him through the term of the current lease which is due
to expire in or about August 2007. Following the expiration of
the current lease, the COMPANY shall pay HEADLEY a car allowance of
$2,200.00 per month during the remainder of the Separation
Period.
Amounts
paid pursuant to sections 2(a) and (i) of this Agreement,
above, shall be paid in accordance with the COMPANY’s normal
payroll schedule and payroll practices in effect from time to time;
provided, however, that in accordance with Section 409A of the
Internal Revenue Code of 1986, as amended,
(“Section 409A”), the payment shall be made on
COMPANY’s regularly scheduled payroll date which immediately
follows the date that is six (6) months and one (1) day
after the Termination Date (or such earlier date as is permitted
by
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Section 409A). The first payment after the
six (6) month and one (1) day delay shall be equal to the
sum of all payments otherwise payable from HEADLEY’S
Termination Date until actual commencement of payments in a single
lump sum with all following payments under this Agreement made at
the regularly scheduled payroll interval. Each payment comprising
the delayed initial lump sum payment shall be credited with
interest at the rate of 6% per annum for the period of delay after
the appropriate payroll date.
Separation
payments may stop as provided in paragraph 17 of this Agreement
below.
3. HEADLEY’S RELEASE OF CLAIMS. For and in
consideration of the Separation Payment as described in
Paragraph 2 of this Agreement, HEADLEY hereby irrevocably and
unconditionally releases and forever discharges the COMPANY from
any and all claims and causes of action of any nature, both past
and present, known and unknown, foreseen and unforeseen, which
HEADLEY has or which could be asserted on his behalf by any other
person or entity, resulting from or relating to any act or omission
of any kind occurring on or before the date of the execution of
this Agreement. HEADLEY understands and agrees that this Release
includes, but is not limited to, the following:
a. All claims and
causes of action arising under contract, tort or other common law,
including, without limitation, breach of contract, fraud, estoppel,
misrepresentation, express or implied duties of good faith and fair
dealing, wrongful discharge, discrimination, retaliation,
harassment, negligence, gross negligence, false imprisonment,
assault and battery, conspiracy, intentional or negligent
infliction of emotional distress, slander, libel, defamation,
refusal to perform an illegal act and invasion of
privacy.
b. All claims and
causes of action arising under any federal, state, or local law,
regulation, or ordinance, including without limitation, the Civil
Rights Act of 1964, as amended, the Civil Rights Act of 1866, the
Americans With Disabilities Act, the Age Discrimination in
Employment Act (“ADEA”) (which prohibits age
discrimination in employment), the Older Workers Benefit Protection
Act, the Fair Labor Standards Act, the Family and Medical Leave
Act, the Employee Retirement Income Security Act, the
Sarbanes-Oxley Act and/or any other federal or state whistleblower
protection laws, and relevant state laws including, but not limited
to the Pennsylvania Human Relations Act, as well as any claims for
wages, employee benefits, vacation pay, severance pay, pension or
profit sharing benefits, health or welfare benefits, bonus
compensation, vesting of stock options, stock, commissions,
deferred compensation or other remuneration, or employment benefits
or compensation.
c. All claims and
causes of action for past or future loss of pay or benefits,
expenses, damages for pain and suffering, mental anguish or
emotional distress damages, liquidated damages, punitive damages,
compensatory damages, attorney’s fees, interest, court costs,
physical or mental injury, damage to
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reputation, and
any other injury, loss, damage or expense or any other legal or
equitable remedy of any kind whatsoever.
d. All claims and
causes of action arising out of or in any way connected with,
directly or indirectly, HEADLEY’s employment with the
COMPANY, or any incident thereof, including, without limitation,
HEADLEY’s treatment by the COMPANY; the terms and conditions
of the HEADLEY’s employment; and the separation of
HEADLEY’s employment.
HEADLEY
understands that this Agreement does not release his right, if any,
to benefits HEADLEY is entitled to under any COMPANY plan qualified
under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the “Code”), including the Teleflex
Incorporated Retirement Income Plan and the Teleflex 401(k) Savings
Plan, and COBRA benefits pursuant to Section 4980B of the
Code.
4. RETURN
OF COMPANY PROPERTY. HEADLEY shall return, in good working
order, any and all property of the COMPANY that is in his
possession, custody or control on or before April 15, 2007.
Such property includes, but is n
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