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TO SENIOR
EXECUTIVE OFFICER SEVERANCE AGREEMENT
This
First Amendment (“Amendment”) to the Senior Executive
Officer Severance Agreement (“Agreement”) dated as of
April 28, 2008, between Teleflex Incorporated (the
“Company”) and Randall P. Gaboriault
(“Executive”) is hereby made by the Company and
Executive effective as of January 1, 2009.
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A.
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The
Company and Executive (collectively the “Parties”)
desire to amend the Agreement to bring it into compliance with
Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”), and the Treasury Regulations and other
guidance issued thereunder.
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B.
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Section 18 of the Agreement
authorizes the Parties to amend the Agreement in a written document
executed by both Parties.
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Amendment
of the Agreement
In
consideration of the mutual covenants hereinafter set forth, and
intending to be legally bound, the Parties hereby agree as
follows:
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1.
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The
definition of “Commencement Date” is amended by
deleting the following from the end thereof:
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“provided that, if it shall be
determined that earlier payment or provision of such compensation
or benefits is permissible under Section 409A of the Code,
‘Commencement Date’ shall mean the earliest such
permissible date.”
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2.
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The
following new definition of “Disability” is
added:
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“’ Disability
’ shall mean Executive’s continuous illness, injury or
incapacity for a period of six consecutive
months.”
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3.
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The
definition of “Insurance Benefit Period” is amended to
provide that it is the period commencing on the “Termination
Date” instead of the period commencing on the
“Commencement Date.”
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4.
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The
definition of “Termination Date” is amended by adding
the following to the end thereof:
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“, which date shall be the
date Executive’s Termination of Employment
occurs.”
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5.
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The
definition of “Termination of Employment” is amended in
its entirety to read as follows:
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“’
Termination of Employment ’ means a cessation of
Employment for any reason, other than a cessation occurring
(i) by reason of Executive’s death or Disability or
(ii) under circumstances which would entitle Executive to
receive compensation and benefits pursuant to the Change in Control
Agreement. Executive’s Termination of Employment for all
purposes under this Agreement will be determined to have occurred
in accordance with the ‘separation from service’
requirements of Code Section 409A and the Treasury Regulations
and other guidance issued thereunder, and based on whether the
facts and circumstances indicate that the Company and Executive
reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services
Executive would perform after such date (as an employee or as an
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
actuarial period of service, if less).”
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6.
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The
first clause of Section 4(a) of the Agreement, “Cash Bonuses
for Years Preceding the Year of Termination”, is amended in
its entirety to read as follows:
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“If any cash bonus pursuant to
an Annual Incentive Plan in respect of a Performance Period which
ended before the Year of Termination shall not have been paid to
Executive on or before the Termination Date, the Company will pay
Executive such bonus in the amount of Executive’s award
earned for the Performance Period in the form of a single lump sum
cash payment on the later of the 15 th day following the Termination Date
or the date that is 2-1/2 months following the end of the
Performance Period;”
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7.
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Section 4(c) of the Agreement,
“Payment of Annual Incentive Plan Award for Performance
Period Not Completed Before the Termination Date”, is amended
by adding the following to the end thereof:
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“The amount to which Executive
is entitled under this Section 4(c) shall be paid in the form of a
single lump sum cash payment on the later of the Commencement Date
or the date that is 2-1/2 months following the end of the
Performance Period.”
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8.
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Section 4(d) of the Agreement,
“Vehicle Allowance”, is amended in its entirety to read
as follows:
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“The Company shall pay
Executive a monthly cash vehicle allowance during the Severance
Compensation Period equal to what it would cost Executive to lease
the vehicle utilized by Executive immediately prior to the
Termination Date, calculated by assuming that the lease is a three
(3) year closed-end lease. The Company shall pay Executive
(i) a lump
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