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SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT

Termination Severance Agreement

SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT | Document Parties: TELEFLEX INC You are currently viewing:
This Termination Severance Agreement involves

TELEFLEX INC

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Title: SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT
Date: 4/29/2008
Industry: Electronic Instr. and Controls     Sector: Technology

SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT, Parties: teleflex inc
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Exhibit 10.1
SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT
     THIS SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT is made as of April 28, 2008, between TELEFLEX INCORPORATED (the “Company”) and Julie McDowell (“Executive”).
Background
     A. Executive is employed by the Company as the Company’s Senior Vice President, Corporate Communications.
     B. The purpose of this Agreement is to provide for certain severance compensation and benefits to be paid or provided to Executive in the event of the termination of her employment under circumstances specified herein and to provide also for certain commitments by Executive respecting the Company.
Terms
     THE PARTIES, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound hereby, agree as follows:
     1.  Definitions. The following terms used in this Agreement with initial capital letters have the respective meanings specified therefor in this Section.
     “ Affiliate ” of any Person means any other Person that controls, is controlled by or is under common control with the first mentioned Person.
     “ Agreement ” preceded by the word “this” means this Senior Executive Officer Severance Agreement, as amended at any relevant time.
     “ Annual Incentive Plan ” means the Management Incentive Plan (MIP) or Executive Incentive Plan (EIP) of the Company providing for the payment of annual bonuses to certain employees of the Company, including Executive, as such Plans may be amended from time to time or, if such Plans shall be discontinued, any similar Plan or Plans in effect at any relevant time.
     “ Base Salary ” of Executive means the annualized base rate of salary paid to Executive as such may be increased from time to time.
     “ Cause ” means (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or (c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries taken as a whole.

 


 
     “ Change of Control Severance Agreement ” means the Executive Severance Agreement, dated June 21, 2005, between Executive and the Company, relating to termination of employment of Executive after the occurrence of a Change of Control of the Company (defined in such Agreement).
     “ Code ” means the Internal Revenue Code of 1986, as amended.
     “ Commencement Date ” with respect to the commencement of any compensation or provision of benefits pursuant to this Agreement means the first day of the seventh month beginning after the Termination Date; 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.
     “ Confidential Information ” has the meaning specified therefor in Section 9.
     “ Employment ” means substantially full time employment of Executive by the Company or any of its Affiliates.
     “ Good Reason ” means the occurrence of one or more of the following:
          (a) A change of the principal office or work place assigned to Executive to a location more than 25 miles distant from its location immediately prior to such change.
          (b) A material reduction by the Company of the executive title, duties, responsibilities, authority, status, reporting relationship or executive position of Executive; provided that if the Company sells or otherwise disposes of any part of its business or assets or otherwise diminishes or changes the character of its business, the change in the magnitude or character of the Company’s business resulting therefrom will not itself be deemed to be a reduction of Executive’s responsibilities, authority or status within the meaning of this clause (b).
          (c) A reduction of Executive’s Base Salary or a material reduction in the Executive’s annual target incentive opportunity under the Annual Incentive Plan.
     “ Health Care Continuation Period ” means the period commencing on the Termination Date and ending on the earlier of (i) the last day of the Severance Compensation Period or (ii) the first date on which Executive is eligible to participate in a health care plan maintained by another employer.
     “ Insurance Benefits Period ” means the period commencing on the Commencement Date and ending on the earlier of (i) the last day of the Severance Compensation Period or (ii) the first date on which Executive is eligible to participate in a life and/or accident insurance plan maintained by another employer.
     “ Notice of Termination ” has the meaning specified therefor in Section 3.

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     “ Performance Period ” applicable to any compensation payable (in cash or other property) under any Plan, the amount or value of which is determined by reference to the performance of participants or the Company or the fulfillment of specified conditions or goals, means the period of time over which such performance is measured or the period of time in which such conditions or performance goals must be fulfilled.
     “ Person ” means an individual, a corporation or other entity or a government or governmental agency or institution.
     “ Plan ” means a plan of the Company for the payment of compensation or provision of benefits to employees in which plan Executive is or was, at all times relevant to the provisions of this Agreement, a participant or eligible to participate.
     “ Prorated Amount ” has the meaning specified therefor in Section 4(c).
     “ Release ” has the meaning specified therefor in Section 7.
     “ Severance Compensation Period ” means the 18 month period commencing on the day after the Termination Date, provided that for each completed year of full-time employment by Executive from and after January 1, 2008, one additional month shall be added to the Severance Compensation Period not to exceed an additional six months.
     “ Termination Date ” means the date specified in a Notice of Termination complying with the provisions of Section 3, as such Notice of Termination may be amended by mutual consent of the parties.
     “ Termination of Employment ” means a cessation of Employment other than such a cessation occurring (i) by reason of Executive’s death or disability or (ii) under circumstances which entitle Executive to receive severance compensation and benefits pursuant to the Change of Control Severance Agreement.
     “ Year of Termination ” means the Year in which Executive’s Termination Date occurs.
     “ Year ” means a fiscal year of the Company.
     2.  Continued Employment of Executive. The parties acknowledge that Executive’s employment by the Company is at will and, except as the parties may hereafter agree in writing, such employment may be terminated by either party at any time, subject only to the giving of prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving Executive any right to continue in the employ of the Company.
     3.  Notice of Termination of Employment. The party initiating any Termination of Employment shall give notice thereof to the other party (a “Notice of Termination”). A Notice of Termination shall (i) state with reasonable particularity the reasons for such Termination of Employment, if any, which are relevant to Executive’s right to receive compensation and benefits pursuant to this Agreement and (ii) specify the date such Termination of Employment

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shall become effective which, without the consent of such other party, shall not be earlier than 30 days after the date of such Notice of Termination.
     4.  Compensation upon Termination of Employment. Subject to the terms of Sections 6 and 7, upon Termination of Employment (i) by the Company other than for Cause or (ii) by Executive within 3 months after the occurrence of a Good Reason, Executive will receive from the Company the following payments and benefits:
          (a) Cash Bonuses for Years Preceding the Year of Termination. 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, promptly after the Termination Date, such bonus in the amount of Executive’s award earned for the Performance Period; provided, however, that if any such Annual Incentive Plan requires, as a condition to eligibility for payment, that a participant be employed by the Company on the date payment is made, then payment of the bonus under such Annual Incentive Plan for the Performance Period ended before the Year of Termination shall be made on the Commencement Date.
          (b) Continuation of Base Salary. The Company will pay Executive (i) on the Commencement Date an amount equal to seven-twelfths of Executive’s Base Salary as in effect immediately prior to the Termination Date, and (ii) each month thereafter during the Severance Compensation Period an amount equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to the Termination Date.
          (c) Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date. If the Termination Date occurs before the last day, but after completion of at least six months, of a Performance Period under the Annual Incentive Plan, the Company will pay Executive the Prorated Amount of Executive’s award under the Annual Incentive Plan for that Performance Period. The amount of the award, from which the Prorated Amount is derived, shall be determined based on the degree to which each performance goal on which such award is based has been achieved at the end of the Performance Period (provided that any individual performance component shall be equal to the target award amount for such component). The “Prorated Amount” of the award means an amount equal to the portion of the award which bears the same ratio to the amount of the award as the portion of such Performance Period expired immediately before the Termination Date bears to the entire period of such Performance Period.
          (d) Vehicle Allowance . The Company will provide Executive with a vehicle allowance equal to the reasonably equivalent value for the use of the vehicle then utilized by Executive for the Severance Compensation Period. The Company shall pay Executive (i) an amount equal to seven times the applicable monthly allowance on the Commencement Date and (ii) an amount equal to the applicable monthly allowance each month thereafter for which the vehicle allowance is provided.
          (e) Outplacement . Th

 
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