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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