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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 25, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
----------------- -----------------
COMMISSION FILE NO. 1-5353
------------------------
TELEFLEX INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 23-1147939
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
630 WEST GERMANTOWN PIKE, SUITE 450, PLYMOUTH 19462
MEETING, PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
Registrant's telephone number, including area code: (610) 834-6301
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $1 per share--New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
----- -----
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $504,387,985 as of February 1, 1995.
The registrant had 17,283,442 Common Shares outstanding as of February 1,
1995.
Documents Incorporated by Reference: (a) Annual Report to Shareholders for
the fiscal year ended December 25, 1994, incorporated partially in Part I and
Part II hereof; and (b) Proxy Statement for the 1995 Annual Meeting of
Shareholders, incorporated partially in Part III hereof.
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PART I
ITEM 1. BUSINESS
The Company* was incorporated in 1943 as a manufacturer of precision
mechanical push/pull controls for military aircraft. From this original single
market, single product orientation, the Company began to emphasize products and
services in a broader range of economically diverse markets to reduce its
vulnerability to economic cycles. Since the mid-1970s, the Company's investments
have been directed toward specific market niches employing its technical
capabilities to provide solutions to specific engineering problems and, more
recently toward expanding into new but related medical businesses. The
continuing stream of new products and value-added product improvements that have
resulted from this strategy have enabled the Company to participate in larger
market segments. Several of these new products and product improvements were
developed by means of an unusual investment program of the Company called the
New Venture Fund. Established in 1972, the Fund directs monies representing
one-half percent of sales into the development of new products and services.
This concept allows for entrepreneurial risk taking in new areas by encouraging
innovation and competition among the Company's managers for funds to pursue new
programs and activities independent of their operating budgets. Examples of New
Venture projects include the initial funding of SermeTel(R) research and most of
the early seed money for certain medical products.
The Company's business is separated into three segments -- Aerospace
Products and Services, Medical Products and Commercial Products.
AEROSPACE PRODUCTS AND SERVICES SEGMENT
The Aerospace Products and Services Segment serves the aerospace, defense
and turbine engine markets. Its businesses design and manufacture precision
controls and systems for both military and commercial application; provide
coating and repair services for turbine engine manufacturers, operators and
overhaulers; and manufacture airfoils for both flight and land-based turbine
engines.
These products and services, many of which are proprietary, require a high
degree of engineering sophistication and are often custom designed. External
economic influences on these products and services relate primarily to spending
patterns in the worldwide aerospace and defense industry. The Aerospace Products
and Services Segment consists of the Aerospace/Defense Group and Sermatech
International.
Within the Aerospace/Defense Group, the Company designs and manufactures
advanced mechanical and electromechanical controls, actuators, valves, control
systems and other components for the aerospace and defense industries for
application on commercial and military aircraft and helicopters, commuter
aircraft, missiles, space vehicles, naval vessels, ground support equipment and
ordnance. Many of these controls and control systems are based on the principle
of mechanically transmitting, by flexible cable, a push-pull or rotary thrust.
By advanced engineering techniques, this simple concept is employed in
components and systems capable of transmitting force with precision to control
and actuate functions at remote locations.
Aircraft controls and control systems include highly complex engine
controls, aerodynamic surface controls and cargo handling systems. The principal
products consist of throttle and thrust-reverser/feedback control systems for
use on various fixed and rotary-wing aircraft and numerous other critical
mechanical and electromechanical control systems. Controls and actuators
designed and manufactured by the Company over the last several years include the
canopy actuators for military fighter aircraft and missile launch components,
specialized mechanical control systems for naval vessels, and alternate flap
actuators and cargo systems for commercial aircraft.
The Company's design engineers work with design personnel from the major
aircraft and jet engine manufacturers in the development of products for use on
new aircraft. In addition, the Company supplies spare parts to aircraft
operators. This spare parts business extends as long as the particular type of
aircraft continues in service.
---------------
* As used herein the "Company" refers to Teleflex Incorporated and its
consolidated subsidiaries.
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In the early 1960s, aircraft manufacturers began to encounter high
temperature lubrication problems in connection with mechanical controls for
aircraft jet engines. Through its subsidiary, Sermatech International, the
Company utilized its aerospace experience and engineering capabilities to
develop a series of formulations of inorganic coatings to solve these high
temperature lubrication problems. These products were further developed by the
Company and sold under the trademark SermeTel(R) to provide anti-corrosion
protection for compressor blades and other airfoils. Sermatech International
through a network of facilities in five countries, provides a variety of
sophisticated protective coatings and other services for gas turbine engine
components; highly-specialized repairs for critical components such as fan
blades and airfoils; and manufacturing and high quality dimensional finishing of
airfoils.
Through the years the Company has added other technologies through
acquisition and internal development and now offers a diverse range of technical
services and materials technologies to turbine markets throughout the world. In
1993 the Company acquired Mal Tool & Engineering, a manufacturer of fan blades
for flight turbines, and airfoils for both flight and land-based gas turbines
and steam turbines. The acquisition broadens the Company's product offering
including turnkey manufactured and coated airfoils and provides another entree
to major international turbine manufacturers.
MEDICAL PRODUCTS SEGMENT
Within the Medical Products Segment, the Company operates three businesses:
TFX OEM, Rusch International and Pilling Weck. In the late 1970s, the Company
decided to apply its polymer technologies to the medical market, and began by
extruding intravenous catheter tubing which it sold to original equipment
manufacturers. Through TFX OEM, the Company produces standard and
custom-designed semi-finished components for other medical device manufacturers
using its polymer materials and processing technology. Through acquisitions the
Company established the other two product lines of this segment: hospital supply
and surgical devices.
In 1989, the acquisition of Willy Rusch AG and affiliates in Germany
brought with it an established manufacturing base and distribution network,
particularly in Europe. This and other smaller acquisitions designed to broaden
the Company's product offerings form the base of the hospital supply business.
The Company conducts its hospital supply business under the name of Rusch
International. This business includes the manufacture and sale of invasive
disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. The Rusch International
product offerings include among others latex catheters, endotracheal tubes,
laryngoscopes, face masks and tracheostomy tubes.
The acquisitions of the Pilling Company in 1991 and Edward Weck
Incorporated in 1993 became the foundation of the surgical devices business now
operating as Pilling Weck. The Weck acquisition was assimilated during 1994 into
the existing surgical device operations. The combination of Pilling and Weck
significantly expands the product offerings, marketing opportunities and selling
capabilities in the surgical devices market in the United States; and provides
opportunities for increasing international sales. During 1994, smaller
acquisitions were made to balance the Company's product offerings in Europe.
Pilling Weck manufactures and distributes primarily through its own sales force
instruments used in both traditional (open) and minimally-invasive surgical
procedures including general and specialized surgical instruments such as
scissors, forceps, vascular clamps, needle holders, retractors, ligation clips,
appliers, skin staples and electrosurgery products.
COMMERCIAL PRODUCTS SEGMENT
The Commercial Products Segment involves the design and manufacture of
mechanical, electrical, and hydraulic controls and electronic products for the
pleasure marine market; proprietary mechanical controls for the automotive
market; and certain innovative proprietary products for the fluid transfer and
outdoor power equipment markets.
Products in the Commercial Products Segment generally are less complex and
are produced in higher unit volume, are manufactured for general distribution,
as well as custom fabricated to meet individual customer needs. Consumer
spending patterns generally influence the market trends for these products.
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The Commercial Products Segment consists of three major product lines:
Marine, Automotive and Industrial.
The Company is a leading domestic producer of mechanical steering systems
for pleasure power boats. It also manufactures hydraulic steering systems,
engine throttle and shift controls, electrical instrumentation and recently has
expanded into electronic navigation, location and communication systems. In 1991
the Company acquired Marinex Industries, Ltd., a British manufacturer of marine
electronics. Its Cetrek autopilots and navigational equipment complement
Teleflex's hydraulic steering products which together can be sold to both the
commercial and pleasure marine markets. Techsonic Industries, Inc., a
manufacturer of marine information systems (electronic navigation, communication
and fish location devices) sold through mass merchandisers under the Humminbird
brand name, became a wholly owned subsidiary in 1992. In 1994, the Company
acquired TX Controls, a Swedish manufacturer of mechanical and hydraulic
steering systems, engine control systems and cables for application on marine
craft and industrial vehicles. The acquisition of TX Controls, along with
Marinex, enhanced the Company's access to the international marine market. Aside
from the Humminbird products, the Company's marine products are sold principally
to boat builders, in the aftermarket, and are used principally on pleasure craft
but also have application on commercial vessels.
The Company is a major supplier of mechanical controls to the domestic
automotive market. The principal products in this market are accelerator,
transmission, shift, park lock, window regulator controls and a new heat
resistant flexible fuel line. Acceptance by the automobile manufacturers of a
Company-developed control for use on a new model ordinarily assures the Company
a large, but not exclusive, market share for the supply of that control. The
sales of mechanical automotive controls were $123,390,000, $139,128,000 and
$164,500,000 in 1992, 1993 and 1994, respectively.
Industrial controls and electrical instrumentation products are also
manufactured for use in other applications, including agricultural equipment,
outdoor power equipment, leisure vehicles and other on- and off-road vehicles.
In addition, the Company produces stainless steel overbraided fluoroplastic hose
for fluid transfer in such markets as the chemical, petroleum and food
processing industries.
MARKETING
In 1994, the percentages of the Company's consolidated net sales
represented by its major markets were as follows: aerospace -- 25%;
medical -- 31%; marine and industrial -- 24%; and automotive -- 20%.
The major portion of the Company's products are sold to original equipment
manufacturers. Generally, products sold to the aerospace and automotive markets
are sold through the Company's own force of field engineers. Products sold to
the marine, medical and general industrial markets are sold both through the
Company's own sales forces and through independent representatives and
independent distributor networks.
For information on foreign operations, export sales, and principal
customers, see text under the heading "Business segments and other information"
on page 26 of the Company's 1994 Annual Report to Shareholders, which
information is incorporated herein by reference.
COMPETITION
The Company has varying degrees of competition in all elements of its
business. None of the Company's competitors offers products for all the markets
served by the Company. The Company believes that its competitive position
depends on the technical competence and creative ability of its engineering and
development personnel, the know-how and skill of its manufacturing personnel as
well as its plants, tooling and other resources.
PATENTS
The Company owns a number of patents and has a number of patent
applications pending. The Company does not believe that its business is
materially dependent on patent protection.
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SUPPLIERS
Materials used in the manufacture of the Company's products are purchased
from a large number of suppliers. The Company is not dependent upon any single
supplier for a substantial amount of the materials it uses.
BACKLOG
As of December 25, 1994 the Company's backlog of firm orders for the
Aerospace Products and Services Segment was $106 million, of which it is
anticipated that approximately three-fourths will be filled in 1995. The
Company's backlog for Aerospace Products and Services on December 26, 1993 was
$94 million.
As of December 25, 1994 the Company's backlog of firm orders for the
Medical Products and Commercial Products segments was $21 million and $74
million, respectively. This compares with $23 million and $54 million,
respectively, as of December 26, 1993. Substantially all of the December 25,
1994 backlog will be filled in 1995. Most of the Company's medical and
commercial products are sold on orders calling for delivery within no more than
a few months so that the backlog of such orders is not indicative of probable
net sales in any future 12-month period.
EMPLOYEES
The Company had approximately 9,000 employees at December 25, 1994.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company as of March 1,
1995 and the positions and offices with the Company held by each such officer
are as follows:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AGE WITH COMPANY
------------------------ --- -------------------------------------------------------------
<S> <C> <C>
Lennox K. Black 64 Chairman of the Board, Chief Executive Officer and Director
David S. Boyer 52 President and Director
John J. Sickler 52 President -- TFX Equities Inc.
Dr. Roy C. Carriker 57 President and Chief Operating Officer -- TFX Aerospace
Richard A. Woodfield 52 President and Chief Operating Officer -- TFX Medical
Harold L. Zuber, Jr. 45 Vice President, Chief Financial Officer and Controller
Steven K. Chance 49 Vice President, General Counsel and Secretary
Ira Albom 65 Senior Vice President
Louis T. Horvath 56 Vice President -- Quality Management
Ronald D. Boldt 52 Vice President -- Human Resources
Janine Dusossoit 41 Vice President -- Investor Relations
Thomas M. Byrne 48 Assistant Treasurer
</TABLE>
Mr. Boyer was elected as a director on December 6, 1993.
Mr. Sickler was elected Senior Vice President and President of TFX Equities
Inc. on December 3, 1990. Prior to that date he was President and Chief
Operating Officer -- Aerospace/Defense Group.
Dr. Carriker was named President and Chief Operating Officer -- TFX
Aerospace on January 3, 1994. Prior to that date he was President -- Sermatech
International.
Mr. Woodfield was elected President and Chief Operating Officer -- TFX
Medical on March 9, 1992. Prior to that date, he was President of Empire
Abrasive Equipment Corporation.
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Mr. Chance was elected to the position of Secretary on December 3, 1990.
Mr. Boldt was named to the position of Vice President -- Human Resources on
March 9, 1992. Prior to that date he was Director of Human Resources.
Ms. Dusossoit was named to the position of Vice President -- Investor
Relations on March 1, 1993. From April 1, 1992 to March 1, 1993 she was Director
of Investor Relations. Prior to that date she was a business consultant.
Mr. Byrne was elected Assistant Treasurer on December 3, 1990. Prior to
that date, he was Director of Internal Auditing.
Officers are elected by the Board of Directors for one year terms. No
family relationship exists between any of the executive officers of the Company.
ITEM 2. PROPERTIES
The Company's operations have approximately 90 owned and leased properties
consisting of plants, engineering and research centers, distribution warehouses
and other facilities. The properties are maintained in good operating condition.
All the plants are suitably equipped and utilized, and have space available for
the activities currently conducted therein and the increased volume expected in
the foreseeable future.
The following are the Company's major facilities:
<TABLE>
<CAPTION>
SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
------------------------------------------------------------- ------- -------- ----------
<S> <C> <C> <C>
AEROSPACE PRODUCTS AND SERVICES SEGMENT
Spanish Fork, UT............................................. 189,000 Owned N/A
Oxnard, CA................................................... 145,000 Leased 2003
North Wales, PA.............................................. 114,000 Owned N/A
Mentor, OH................................................... 90,000 Leased 1997
Limerick, PA................................................. 70,000 Owned(1) N/A
Derbyshire, England.......................................... 70,000 Leased 1999
Manchester, CT............................................... 63,000 Owned N/A
Windsor, CT.................................................. 59,000 Leased 1995
Compton, CA.................................................. 49,000 Leased 1999
Biddeford, ME................................................ 32,000 Leased 1998
Hausham, Germany............................................. 30,000 Owned N/A
MEDICAL PRODUCTS SEGMENT
Kernen, Germany.............................................. 263,000 Owned N/A
Durham, NC................................................... 144,000 Owned N/A
Kernen, Germany.............................................. 114,000 Leased 2013
Taiping, Malaysia............................................ 85,000 Owned N/A
Lurgan, Northern Ireland..................................... 80,000 Owned N/A
Duluth, GA................................................... 69,000 Leased 1999
Fort Washington, PA.......................................... 65,000 Owned N/A
Jaffrey, NH.................................................. 60,000 Owned(1) N/A
Gembloux, Belgium............................................ 53,000 Leased 1995
Montevideo, Uruguay.......................................... 45,000 Owned N/A
Bourg-en-Bresse, France...................................... 38,000 Leased 1999
Bad Liebenzell, Germany...................................... 36,000 Leased 2000
Betschdorf, France........................................... 32,000 Owned N/A
High Wycombe, England........................................ 25,000 Leased 2012
Betschdorf, France........................................... 23,000 Leased 1999
Limerick, Ireland............................................ 16,000 Leased 2020
COMMERCIAL PRODUCTS SEGMENT
Van Wert, OH................................................. 110,000 Owned(1) N/A
Limerick, PA................................................. 110,000 Owned N/A
</TABLE>
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<TABLE>
<CAPTION>
SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
------------------------------------------------------------- ------- -------- ----------
<S> <C> <C> <C>
Hagerstown, MD............................................... 103,000 Owned(1) N/A
Waterbury, CT................................................ 99,000 Leased 1998
Eufaula, AL.................................................. 98,000 Owned N/A
Suffield, CT................................................. 90,000 Leased 1998
Hillsdale, MI................................................ 75,000 Owned(1) N/A
Willis, TX................................................... 65,000 Owned(1) N/A
Eufaula, AL.................................................. 61,000 Owned N/A
Lebanon, VA.................................................. 52,000 Owned(1) N/A
Goteborg, Sweden............................................. 37,000 Owned N/A
Vancouver, B.C., Canada...................................... 30,000 Owned N/A
Troy, MI..................................................... 29,000 Leased 2003
Sarasota, FL................................................. 25,000 Owned N/A
Poole, England............................................... 20,000 Owned N/A
</TABLE>
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(1) The Company is the beneficial owner of these facilities under installment
sale or similar financing agreements.
In addition to the above, the Company owns or leases approximately 500,000
square feet of warehousing, manufacturing and office space located in the United
States, Canada and Europe.
ITEM 3. LEGAL PROCEEDINGS
Two subsidiaries of the Company have been identified as potentially
responsible parties (PRPs) in connection with the Casmalia Resources Hazardous
Waste Management Facility. The Company has joined a group of other PRPs,
predominately in the aerospace industry, to negotiate with the United States
Environmental Protection Agency a good faith offer to take over responsibility
for a program of closure and post-closure care of the site. The PRPs from the
aerospace industry are currently engaged in negotiations with a second PRP group
with the aim of providing a common negotiating front with the Environmental
Protection Agency.
In July 1994, the North Penn Water Authority ("NPWA") instituted suit
against the Company in the United States District Court for the Eastern District
of Pennsylvania. NPWA alleges that acts or omissions of the Company and four
other defendants caused releases of chlorinated solvents that have contaminated,
and continue to contaminate, one of NPWA's wells located near Lansdale,
Pennsylvania. NPWA seeks injunctive relief to require defendants to abate the
alleged contamination. NPWA also seeks the recovery of costs allegedly incurred
because of the contamination. The Company filed an answer denying any liability
to NPWA for the claims made in the complaint and is vigorously defending this
action. The parties are engaged in settlement negotiations.
In the opinion of the Company's management, based on the current allocation
formula and the facts presently known, the ultimate outcome of these
environmental matters will not result in a liability material to the Company's
consolidated financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
See "Quarterly Financial Data" on page 27 of the Company's 1994 Annual
Report to Shareholders for market price and dividend information. Also see the
Note entitled "Borrowings and Leases" on page 23 of such Annual Report for
certain dividend restrictions under loan agreements, all of which information is
incorporated herein by reference. The Company had approximately 1,500 registered
shareholders at February 1, 1995.
ITEM 6. SELECTED FINANCIAL DATA
See pages 28 through 31 of the Company's 1994 Annual Report to
Shareholders, which pages are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
See the text under the heading "Financial Review" on pages 32 through 37 of
the Company's 1994 Annual Report to Shareholders, which information is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages 19 through 27 of the Company's 1994 Annual Report to
Shareholders, which pages are incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information with respect to the Company's Directors and Director
nominees, see "Election Of Directors" and "Additional Information About The
Board Of Directors" on pages 2 through 4 of the Company's Proxy Statement for
its 1995 Annual Meeting, which information is incorporated herein by reference.
For information with respect to the Company's Executive Officers, see Part
I of this report on pages 4 and 5, which information is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
See "Additional Information About The Board of Directors", "Board
Compensation Committee", "Five-Year Shareholder Return Comparison" and
"Executive Compensation and Other Information" on pages 4 through 10 and
"Amendments to the 1990 Stock Compensation Plan" on pages 10 through 13 of the
Company's Proxy Statement for its 1995 Annual Meeting, which information is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Security Ownership of Certain Beneficial Owners and Management" on
pages 1 and 2 and "Election Of Directors" on pages 2 through 4 of the Company's
Proxy Statement for its 1995 Annual Meeting, which information is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Additional Information About The Board Of Directors", "Board
Compensation Committee" and "Executive Compensation and Other Information" on
pages 4 through 10 of the Company's Proxy Statement for its 1995 Annual Meeting,
which information is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Consolidated Financial Statements:
The index to Consolidated Financial Statements and Schedules is set
forth on page 10 hereof.
(b) Reports on Form 8-K:
A Form 8-K was filed on January 5, 1994, as amended February 24, 1994
in connection with the acquisition of certain assets and the assumption
of certain liabilities of Edward Weck Incorporated.
(c) Exhibits:
The Exhibits are listed in the Index to Exhibits.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8
Nos. 2-84148 (filed June 28, 1989), 2-98715 (filed May 11, 1987), 33-34753
(filed May 10, 1990) and 33-53385 (filed April 29, 1994):
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized as of the
date indicated below.
TELEFLEX INCORPORATED
By LENNOX K. BLACK
------------------------------------
Lennox K. Black
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the date indicated below.
By LENNOX K. BLACK
------------------------------------
Lennox K. Black
(Principal Executive Officer)
By HAROLD L. ZUBER, JR.
------------------------------------
Harold L. Zuber, Jr.
(Principal Financial and Accounting
Officer)
Pursuant to General Instruction D to Form 10-K, this report has been signed
by Steven K. Chance as Attorney-in-Fact for a majority of the Board of Directors
as of the date indicated below.
<TABLE>
<S> <C>
Lennox K. Black Director
Pemberton Hutchinson Director
Lewis E. Hatch, Jr. Director
Palmer E. Retzlaff Director
Donald Beckman Director
John H. Remer Director
Sigismundus W. W. Lubsen Director
James W. Stratton Director
David S. Boyer Director
</TABLE>
By STEVEN K. CHANCE
------------------------------------
Steven K. Chance
Attorney-in-Fact
Dated: March 24, 1995
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TELEFLEX INCORPORATED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements together with the report thereon of
Price Waterhouse LLP dated February 9, 1995 on pages 19 to 27 of the
accompanying 1994 Annual Report to Shareholders are incorporated in this Annual
Report on Form 10-K. With the exception of the aforementioned information, and
those portions incorporated by specific reference in this document, the 1994
Annual Report to Shareholders is not to be deemed filed as part of this report.
The following Financial Statement Schedule together with the report thereon of
Price Waterhouse LLP dated February 9, 1995 on page 11 should be read in
conjunction with the consolidated financial statements in such 1994 Annual
Report to Shareholders. Financial Statement Schedules not included in this Form
10-K Annual Report have been omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.
FINANCIAL STATEMENT SCHEDULE
Schedule:
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
VIII Valuation and qualifying accounts............................................. 12
</TABLE>
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Teleflex Incorporated
Our audits of the consolidated financial statements referred to in our report
dated February 9, 1995 appearing on page 27 of the 1994 Annual Report to
Shareholders of Teleflex Incorporated (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, the Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
February 9, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-8 (No. 2-84148, No.
2-98715, No. 33-34753, and No. 33-53385) of Teleflex Incorporated of our report
dated February 9, 1995 appearing on page 27 of the 1994 Annual Report to
Shareholders which is incorporated in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears above.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 24, 1995
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TELEFLEX INCORPORATED
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT ADDITIONS DOUBTFUL BALANCE AT
BEGINNING CHARGED TO ACCOUNTS END OF
FOR THE YEAR ENDED OF YEAR INCOME WRITTEN OFF YEAR
----------------------------------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
December 25, 1994........................ $2,352,700 $1,251,800 $ (567,600) $3,036,900
December 26, 1993........................ $2,701,100 $1,151,100 $(1,499,500) $2,352,700
December 27, 1992........................ $2,418,600 $1,954,700 $(1,672,200) $2,701,100
</TABLE>
12
<PAGE> 14
March 20, 1995
INDEX TO EXHIBITS
EXHIBIT
3 (a) - The Company's Articles of Incorporation (except for Article Thirteenth
and the first paragraph of Article Fourth) are incorporated herein by reference
to Exhibit 3(a) to the Company's Form 10-Q for the period ended June 30, 1985.
Article Thirteenth of the Company's Articles of Incorporation is incorporated
herein by reference to Exhibit 3 of the Company's Form 10-Q for the period
ended June 28, 1987. The first paragraph of Article Fourth of the Company's
Articles of Incorporation is incorporated herein by reference to Exhibit 3 of
the Company's Form 10-Q for the period ended June 25, 1989 (filed with Form 8,
dated August 23, 1989).
(b) - The Company's Bylaws are incorporated herein by reference to
Exhibit 3(b) of the Company's Form 10-K for the year ended December 28, 1987.
10 (a) - The 1982 Stock Option Plan, incorporated herein by reference to the
Company's registration statement on Form S-8 (Registration No. 2-84148), as
supplemented, with amendments of April 26, 1991 incorporated by reference to
the Company's definitive Proxy Statement for the 1991 Annual Meeting of
Shareholders.
(b) - The 1990 Stock Compensation Plan, incorporated herein by
reference to the Company's registration statement on Form S-8 (Registration No.
33-34753), with amendments of April 26, 1991 incorporated by reference to the
Company's definitive Proxy Statement for the 1991 Annual Meeting of
Shareholders.
(c) - The Salaried Employees' Pension Plan, as amended and restated in
its entirety, effective July 1, 1985 and the retirement income plan as amended
and restated in its entirety effective January 1, 1994 and related Trust
Agreements, dated July 1, 1994.
(d) - Description of deferred compensation arrangements between the
Company and its Chairman, L.K. Black, incorporated by reference to the
Company's definitive Proxy Statement for the 1995 Annual Meeting of
Shareholders.
(e) - Information on the Company's Profit Participation Plan,
<PAGE> 15
INDEX TO EXHIBITS . . . PAGE 2
insurance arrangements with certain officers and deferred compensation
arrangements with certain officers, non-qualified supplementary pension plan
for salaried employees and compensation arrangements with directors is
incorporated by reference to the Company's definitive Proxy Statement for the
1993, 1994 and 1995 Annual Meeting of Shareholders.
(f) - The Company's Voluntary Investment Plan is incorporated by
reference to Exhibit 28 of the Company's registration statement on Form S-8
(Registration No. 2-98715).
(g) - Asset Purchase Agreement between Teleflex Incorporated and
Edward Weck Incorporated dated as of November 15, 1993 incorporated by
reference to Exhibit 2 of the Company's Form 8-K filed January 5, 1994.
13 - Pages 19 through 31 of the Company's Annual Report to Shareholders for the
period ended December 25, 1994.
22 - The Company's Subsidiaries.
24 - Consent of Independent Accountants (see page 11 herein).
25 - Power of Attorney.
<PAGE> 1
EXHIBIT 10C
----------------------------------------
TELEFLEX INCORPORATED
SALARIED EMPLOYEES' PENSION PLAN
(Amended and Restated as of July 1, 1985)
----------------------------------------
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE III. AMOUNT OF RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . . 7
ARTICLE IV. VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V. DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VI. PAYMENT OF RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VII. CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE VIII. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE IX. AMENDMENT, TERMINATION AND MERGER . . . . . . . . . . . . . . . . . . 22
ARTICLE X. WITHDRAWAL OF PARTICIPATING EMPLOYER . . . . . . . . . . . . . . . . . 25
ARTICLE XI. LIMITATIONS ON BENEFITS . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE XII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
APPENDIX A TOP-HEAVY APPENDIX
APPENDIX B PARTICIPATING EMPLOYERS
APPENDIX C ACTUARIAL ASSUMPTIONS
</TABLE>
<PAGE> 2
TELEFLEX INCORPORATED
SALARIED EMPLOYEES' PENSION PLAN
(Amended and Restated as of July 1, 1985)
This is the Teleflex Incorporated Salaried Employees' Pension
Plan amended and restated effective, except as otherwise stated herein, as of
July 1, 1985, covering the eligible employees of Teleflex Incorporated and such
of its affiliated entities as have adopted the Plan for their eligible
employees. The rights to benefits, if any, of eligible employees who terminated
employment prior to the effective date of an applicable provision of this
amendment and restatement shall be determined under the Plan as in effect
immediately prior to such effective date. The provisions of Appendix A, rules
that will take effect if the Plan becomes a Top-Heavy Plan, shall apply in
accordance with Section 12.5.
ARTICLE I. DEFINITIONS.
The following words and phrases as used herein have the
following meanings unless a different meaning is plainly required by the
context:
1.1 "Accrued Benefit" means the accrued benefit of a
Participant expressed in terms of a monthly single life annuity beginning at
his Normal Retirement Date determined under Section 3.1 on the basis of the
Participant's Credited Service.
1.2 "Accumulated Contributions" means the sum of a
Participant's contributions made under the Plan before
July 1, 1982, or repaid pursuant to Section 3.6, and interest
credited thereon up to the date benefit payments begin under the
Plan. The rates of interest credited upon such contributions
shall be determined by the Committee, provided that the rate of
interest shall not be less than 7%, compounded annually,
effective from July 1, 1978.
1.3 "Actuarial Equivalent" means the equivalent
actuarial value of the normal form of benefit for unmarried Participants, as
described in Section 6.2, determined based upon the advice of the Plan's
actuary using the factors and assumptions listed in Appendix C. For the
purpose of determining lump sum present values pursuant to Section 6.6, the
interest rate shall be no greater than the interest rate that would be used by
the Pension Benefit Guaranty Corporation to determine the present value of a
lump sum distribution on plan termination.
<PAGE> 3
1.4 "Annuity Starting Date" means for (a) a Participant
electing an Early, Normal, Late or Total and Permanent Disability retirement
benefit, the first day of the first month for which a retiring Participant
receives an annuity payment, (b) a surviving spouse or other Beneficiary of a
deceased Participant who had met the requirements for an Early, Normal, Late or
total and Permanent Disability retirement benefit but had not reached his
Annuity Starting Date, the first day of the month following the date of the
Participant's death, or (c) a surviving spouse of a deceased Participant who
had not reached age 60 but who had a vested interest in his Accrued Benefit
under Section 4.1 of the Plan, the first day of the month in which such a
Participant would have reached age 60.
1.5 "Beneficiary" means (a) the Participant's spouse,
(b) the person, persons or trust designated by the Participant, with the
consent of the Participant's spouse if the Participant is married, as direct or
contingent beneficiary in a manner prescribed by the Committee, or (c) if the
Participant has no spouse and no effective beneficiary designation, the
Participant's estate. A married Participant may designate a person, persons or
trust other than his spouse as Beneficiary, provided that such spouse consents
in writing in a manner prescribed by the Committee. Any other spouse of the
Participant shall not be bound by any such consent.
1.6 "Board of Directors" means the Board of Directors of
Teleflex Incorporated.
1.7 "Break-in-Service" means an interruption of an
Employee's Continuous Service or Credited Service due to the Employee's death,
termination of service or retirement, or the attainment of the one year
anniversary of an Employee's absence from employment due to layoff or leave of
absence. Notwithstanding the above, if an Employee is absent from employment
for any period by reason of the:
1.7.1 Employee's Pregnancy,
1.7.2 birth of a child of the Employee;
1.7.3 placement of a child with the
Employee in connection with the
Employee's adoption of such child;
or
1.7.4 provision of care for such child for
a period beginning immediately
following such birth or placement,
- 2 -
<PAGE> 4
a Break-in-Service as a result of such absence shall occur on the second year
anniversary of the Employee's absence from employment.
1.8 "Code" means the Internal Revenue Code of 1954, as
amended.
1.9 "Continuous Service" means:
1.9.1 for periods before July 1, 1982, a
period of employment that was Continuous Service under the terms of the Plan as
in effect before July 1, 1982;
1.9.2 for periods on and after July 1, 1982:
1.9.2.1 a period of
employment with the Employer beginning on the first day of the month in
which his date of hire occurs and ending on the date of his Break-in-Service;
1.9.2.2 a period during which
an Employee is absent with leave of or at the direction of the Employer; the
leave shall be deemed to expire in one year unless otherwise expressly stated or
renewed by the Employer; and
1.9.2.3 a period during which
an Employee is absent on active duty in the military service of the United
States under leave of absence granted by the Employer or when required by law,
provided he returns to employment with the Employer following his release from
active duty within such time as his right to reemployment is protected by law.
1.10 "Credited Service" means:
1.10.1 for periods before July 1, 1982, a
period of employment that was a period of Credited Service under the terms of
the Plan as in effect before July 1, 1982; and
1.10.2 for periods on and after July 1,
1982, the period of an Employee's Continuous Service beginning on the July 1
coincident with or next following the date the Employee has both reached age
20-1/2, and been credited with six months of Continuous Service; provided that
employment after an Employee has reached age 65 shall not be taken into account
in determining his Credited Service.
1.11 "Committee" means the Committee appointed pursuant
to Section 8.2 to administer the Plan.
- 3 -
<PAGE> 5
1.12 "Dependent Child" means a Participant's natural or
adopted child who has either (a) not reached age 23 or (b) been found by the
Committee to be totally and permanently disabled.
1.13 "Early Retirement Date" means the last day of any
month coincident with or following a Participant's reaching age 60, but not age
65, and after he has been credited with 10 years of Continuous Service.
1.14 "Effective Date" means July 1, 1966.
1.15 "Employee" means (a) an individual who is employed
by the Employer, and (b) a leased employee who is not employed by an Employer
but is required to be treated as so employed by section 414(n) of the Code.
1.16 "Employee" means the Sponsor, and any other employer
included with the Sponsor in (a) a controlled group of employers or trades or
businesses within the meaning of section 414(b) or section 414(c) of the Code,
or (b) an affiliated service group within the meaning of section 414(m) of the
Code, provided that any such employer shall be included within the term
"Employer" only while a member of such a group including the Sponsor.
1.17 "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.
1.18 "Fund" means the assets and all income, gains and
losses thereon held by the Trustee under the trust agreement for the exclusive
benefit of Participants, their surviving spouses, their Dependent Children and
their Beneficiaries.
1.19 "Late Retirement Date" means the actual date of
retirement of a Participant who remains employed by an Employer after reaching
age 65. In no event shall a Participant continue in employment after reaching
age 70 without the Employer's consent.
1.20 "Limitation Year" means the Plan Year.
1.21 "Monthly Plan Compensation" means a Participant's
monthly rate of base earnings for each Plan Year effective as of the May 1
preceding the beginning of such Plan Year, including amounts the Participant
elects to have his Employer contribute to a cash or deferred arrangement, but
excluding overtime pay, bonuses, Employer contributions to or payments under
this or any other employee benefit plan to which the Employer contributes,
- 4 -
<PAGE> 6
and like forms of additional compensation; provided, however, that if a
Participant is compensated at a weekly rate, his monthly rate shall be deemed
to be 4-1/3 times his weekly rate. A Participant's rate of base earnings on
any May 1 during a period of absence that does not interrupt his Continuous
Service or Credited Service shall be deemed to be equal to his rate as of the
May 1 next preceding the beginning of such period of absence.
1.22 "Normal Retirement Date" means the last day of the
month in which a Participant reaches age 65.
1.23 "Participant" means an Employee who has met the
eligibility requirements of Article II. An individual who ceases to be a
Participant shall nonetheless remain a Participant for purposes of benefit
payments only, until all amounts due him from the Plan have been paid.
1.24 "Participating Employer" means the Sponsor and any
other Employer that, with the approval of the Board of Directors, has joined
the Plan by executing a declaration of joinder. The Employers that Participate
in the Plan are listed in Appendix B.
1.25 "Plan" means the Teleflex Incorporated Salaried
Employees' Pension Plan as set forth in this document and the related trust
agreement pursuant to which the Trust is maintained.
1.26 "Plan Year" means the year ending June 30.
1.27 "Qualified Joint and Survivor Annuity" means a joint
and survivor annuity that is the Actuarial Equivalent of the normal form of
benefit for an unmarried Participant, as such benefit is described in Section
6.2, and that provides an annuity for the life of the Participant's surviving
spouse equal to 50% of the annuity payable for the Participant's life.
1.28 "Sponsor" means Teleflex Incorporated.
1.29 "Total and Permanent Disability" means a medically
determinable disability of a permanent nature such that the Participant is
entitled to and receiving disability benefits under the Social Security Act or
under the Employer's long-term salary continuation program.
1.30 "Trustee" means the trustee or any successor trustee
or trustees hereafter designated by the Board of Directors and named in the
trust agreement or any amendment thereto.
- 5 -
<PAGE> 7
1.31 "Trust" means the legal entity created by the trust
agreement between the Sponsor and the Trustee, fixing the rights and
liabilities with respect to controlling and managing the Fund for the purposes
of the Plan.
ARTICLE II. PARTICIPATION.
2.1 Participation. Except as provided in Section 2.2,
each Employee shall become a Participant in the Plan as of the first day of the
Plan Year coincident with or immediately following the day he is first credited
with six months of Continuous Service and has reached age 20-1/2.
2.2 Ineligible Employees. The following Employees shall
be ineligible to participate in the Plan:
2.2.1 Employees who were first employed by
the Employer after reaching age 60;
2.2.2 Employees who are employed by an
Employer that is not a Participating Employer;
2.2.3 Employees other than individuals who
are employed by the Employer on a salaried basis; and
2.2.4 Employees who are leased employees,
as defined in section 414(n) of the Code.
2.3 Time of Participation Excluded Employees. An
Employee otherwise eligible to be a Participant in the Plan, but excluded
because of the application of any provision of Section 2.2, shall be eligible
to become a Participant as of the first day of the payroll period coincident
with or next following the date upon which the applicable provision of Section
2.2 ceases to apply. A Participant who becomes subject to any provision of
Section 2.2 shall cease to be a Participant as of the last day of the payroll
period ending with, or within which, any such provision becomes applicable.
2.4 Reemployed Individuals. A Participant who is
reemployed following a Break-in-service shall again become entitled to receive
Continuous Service under the Plan as of the first day of the payroll period
coincident with or next following the date he is reemployed.
- 6 -
<PAGE> 8
ARTICLE III. AMOUNT OF RETIREMENT BENEFITS.
3.1 Normal and Late Retirement Benefits. A Participant
who retires on his Normal Retirement Date or Late Retirement Date shall be
entitled to his Accrued Benefit calculated under Section 3.1.1 and Section
3.1.2, as applicable, or Section 3.1.3 if the benefit calculated under Section
3.1.3 is greater than that calculated under Section 3.1.1 and Section 3.2, and
further provided that, in the case of a Participant who retires on his Late
Retirement Date, such Participant's Accrued Benefit shall be increased by 3 1/4
of 1% for each month by which the Participant's Late Retirement Date follows
his Normal Retirement Date. Such benefit shall be payable in accordance with
Article VI. See the minimum benefit provisions of Section 3.7.
3.1.1 Participation Before July 1, 1982.
The Accrued Benefit for participation before July 1, 1982 shall equal the sum
of 3.1.1.1 and 3.1.1.2 below:
3.1.1.1 In the case of a Participant
who was a Participant on July 1, 1979 and who made contributions to the Plan
for the month of June 1979, a past service Accrued Benefit equal to the product
of (A) and (B) below, where:
(A) is the Participant's
Credited Service on July 1, 1979, and
(B) is the Sum of (i)
and (ii):
(i) 1% of the
Participant's Monthly Plan Compensation for
the Plan Year beginning July 1, 1979, and
(ii) 1% of the
Participant's Monthly Plan Compensation for
the Plan Year beginning July 1, 1979 that is
in excess of $550, if any; provided, however,
that if the Participant's Monthly Plan
Compensation averaged over the five years
immediately preceding the date his
employment terminates is less than his
Monthly Plan Compensation for the Plan Year
beginning July 1, 1979, such average shall
be used
- 7 -
<PAGE> 9
in determining this portion of the
Participant's Accrued Benefit.
3.1.1.2 A monthly pension for each
Plan Year beginning with July 1, 1979 and ending on June 30, 1982, where the
monthly pension for each such year shall be determined as the product of (A)
and (B) below:
(A) 4.16667%, and
(B) the contributions
made by the Participant for each such Plan Year.
3.1.2 Participation After June 30, 1982.
The Accrued Benefit for each year of Participation after June 30, 1982 shall
equal the product of (A) and (B) below, where:
(A) is the Participant's Credited
Service for each such Plan Year, and
(B) is the sum of:
3.1.2.1 1% of the
Participant's Monthly Plan Compensation for each such Plan Year, and
3.1.2.2 1% of the
Participant's Monthly Plan Compensation for each such Plan Year that is in
excess of $550, if any.
3.1.3 Flat Rate Benefit. In no event
shall the Accrued Benefit of a Participant who retires at a Normal Retirement
Date or a Late Retirement Date be less than $12.00 multiplied by the
Participant's Credited Service on such date.
3.2 Early Retirement Benefit. The early retirement
benefit payable to a Participant who retires on an Early Retirement Date shall
equal his Accrued Benefit, based on the Participant s Credited Service at his
Early Retirement Date. At the Participant's option such retirement benefit
shall be payable either beginning on his Normal Retirement Date without
reduction, or beginning as of an Annuity Starting Date coincident with or
subsequent to his Early Retirement Date. In the event the Participant elects
to have payments begin before his Normal Retirement Date, the rate of the
payments shall be reduced by 5/9 of 1% for each month by which his Annuity
Starting Date precedes his Normal Retirement Date.
- 8 -
<PAGE> 10
3.3 Disability Retirement Benefit.
3.3.1 The disability retirement benefit
payable to a Participant who terminates his employment due to a Total and
Permanent Disability before his Normal Retirement Date, but after he has been
credited with two or more years of Credited Service, is a benefit beginning on
his Normal Retirement Date equal to the Accrued Benefit the Participant would
have received had he remained employed by the Employer during such time as he
is Totally and Permanently Disabled. For purposes of computing a Participant's
Accrued Benefit under this Section 3.3.1, he shall receive credit for
Continuous Service and Credited Service for the period of his Total and
Permanent Disability and it shall be assumed that such Participant's Monthly
Plan Compensation during his period of Total and Permanent Disability is that
in effect immediately before the beginning of the Total and Permanent
Disability. Such benefit shall be payable in accordance with Article VI. In
the event such Participant ceases to be disabled before his Normal Retirement
Date and is not thereafter reemployed by the Employer, the Participant's
Continuous Service and Credited Service shall be determined as of the date such
Participant ceases to be disabled and his further benefit entitlement, if any,
shall be based upon such Continuous Service and Credited Service.
3.3.2 A Participant who terminates his
employment due to a Total and Permanent Disability before Normal Retirement
Date, but after he has been credited with 10 or more years of Continuous
Service, may elect to receive a reduced benefit beginning on the first day of
any month following the month in which he reaches age 60, if he is then
disabled. For purposes of computing a Participant's Accrued Benefit under this
Section 3.3.2, he shall receive credit for Continuous Service and Credited
Service for the period of his Total and Permanent Disability up to the month
payment of the reduced benefit begins, and it shall be assumed that such
Participant's Monthly Plan Compensation during his period of Total and
Permanent Disability is that in effect immediately before the beginning of the
Total and Permanent Disability. Such benefit shall be payable in accordance
with Article VI. In the event such Participant ceases to be disabled before
his benefit beginning date and is not thereafter reemployed by the Employer,
the Participant's Continuous Service and Credited Service shall
- 9 -
<PAGE> 11
be determined as of the date such Participant ceased to be disabled and his
further benefit entitlement, if any, shall be based upon such Continuous
Service and Credited Service. If a Participant receiving benefit payments
hereunder ceases to be disabled before his Normal Retirement Date and is not
thereafter reemployed by the Employer, such Participant's Continuous Service
and Credited Service shall be determined as of the one year anniversary of the
date of the Participant's last benefit payment hereunder. In addition, such
Participant's benefit payments hereunder shall be discontinued until he again
qualifies for a benefit and his retirement benefit, if any, shall be adjusted
in accordance with Section 6.7, if he again becomes an Employee.
3.4 Vested Deferred Retirement Benefit. A Participant
whose employment is terminated before his Normal Retirement Date for any reason
other than early retirement, death or Total and Permanent Disability, and who
has been credited with 10 years of Continuous Service, shall be entitled to a
benefit equal to the amount determined under Section 3.4.1 or Section 3.4.2, as
the Participant shall elect. Such benefit shall be paid in accordance with
Article VI.
3.4.1 The Participant's Accrued Benefit,
beginning on the first day of any month following the month in which he reaches
age 60, reduced by 5/9 of 1% for each month by which his benefit beginning date
precedes his Normal Retirement Date, or
3.4.2 A lump sum payment equal to the
amount of such Participant's Accumulated Contributions on the date his
employment terminates, plus a net remaining monthly benefit beginning on the
first day of any month following the month in which he reaches age 60, as the
Participant elects. The amount of such net remaining monthly benefit shall be
the excess, if any, of the amount determined under Section 3.4.2.1 below, over
the amount determined under Section 3.4.2.2 below, with such excess multiplied
by the percentage determined under Section 3.4.2.3 below:
3.4.2.1 The Participant's
Accrued Benefit on the date his employment terminates.
3.4.2.2 The pension value of
the Participant's Accumulated Contributions, which shall be the continued
product of (i), (ii) and (iii) below:
(i) The
Participant's Accumulated contributions as of the last day of the Plan Year
in which his employment terminates, accrued to the Participant's Normal
Retirement Date at 5% interest, per year, compounded annually.
(ii) 10%.
(iii) 1/12.
- 10 -
<PAGE> 12
3.4.2.3 100% minus 5/9 of
1% for each month by the start of the net remaining monthly benefit precedes
the Participant's Normal Retirement Date.
3.5 Return of Accumulated Contributions. An individual
who was a Participant in the Plan on June 30, 1982 and who terminates his
employment before his Normal Retirement Date for any reason other than death or
Total and Permanent Disability before he has been credited with 10 years of
Continuous Service shall be entitled to receive only the amount of his
Accumulated Contributions in a lump sum within six months following such
termination.
3.6 Restoration of Accrued Pension Benefit. If in
connection with the termination of his employment, a Participant receives a
lump sum distribution of his Accumulated Contributions in accordance with
Section 3.5, and such Participant later returns to employment with the Employer
and again becomes eligible to participate in the Plan, he may repay the full
amount of the lump sum distribution of his Accumulated Contributions he
receives at the earlier termination of employment, plus an amount equal to 7%
interest compounded annually from the date of the distribution to the date of
the repayment. The Committee shall determine the Period for repayment;
provided that any such period shall not end earlier than the fifth anniversary
of the Participant's Break-in-service, as described in Section 1.7. In such
event, the Participant's Continuous Service, Credited Service and Accrued
Benefit, determined at the earlier termination of employment, shall be
restored. In the event the Participant does not make such a repayment, only
the Participant's Continuous Service, determined at the earlier termination of
employment, shall be restored.
3.7 Minimum Benefit. This Section applies to a
Participant who has Accumulated Contributions under the Plan and who becomes
eligible to elect an Early Retirement Date or reaches his Normal Retirement
Date. Such Participant's minimum benefit under the Plan shall be equal to the
Participant's Accumulated Contributions, minus the sum of amounts paid to such
Participant, his surviving spouse, Dependent Child or Children, or other
Beneficiary under all other Sections of this Article III or Article V. The
minimum benefit shall be paid to the Participant's Beneficiary in accordance
with Section 6.4.
3.8 Medicare Benefits. Each Participant who, on or
after July 1, 1976, (a) retires on his Early Retirement Date, Normal Retirement
Date or Late Retirement Date, or (b) terminates his employment due to a Total
and Permanent Disability, and whose benefit payments have commenced, shall
receive the Medicare Part
- 11 -
<PAGE> 13
B premium for him and his spouse for each month in which the Participant or
his spouse is eligible for Part B coverage under Medicare beginning with the
month in which the Participant's benefit payments begin; provided, however,
that in the case of a Participant who terminates his employment due to a Total
and Permanent Disability, the earliest month for which the Medicare Part B
premium shall be paid to such Participant, shall be the month which immediately
follows the month in which the Participant attains age 65. No benefit shall be
paid under this Section 3.8 to a Participant who is only entitled to a vested
deferred retirement benefit under Section 3.4.
3.9 Transfer of Employment.
3.9.1 Upon the transfer of an hourly-paid
employee of the Employer to salaried status such that the employee is eligible
for participation in the Plan, the employee's Continuous Service, Credited
Service and Accrued Benefit for the period during which he was an hourly-paid
employee shall be calculated on the assumption that he was an eligible salaried
employee for that same period of time and that he became a Participant when he
first would have been eligible if he were a salaried employee, with his monthly
earnings rate on each May 1 in the period deemed to be equal to 173-1/3
multiplied by his hourly rate on such May l. If such employee is thereafter
transferred back to status as an hourly-paid employee, such employee shall
continue to be credited with Continuous Service, but not Credited Service, for
the period of time during which he is an hourly-paid employee of the Employer,
and such employee's benefit entitlement, if any, under the Plan shall be based
upon such employee's Credited Service only during such period of time during
which he was a salaried employee of the Employer.
3.9.2 Upon the transfer of an Employee
from eligible salaried status to employment with the Employer as an ineligible
hourly-paid employee, such employee shall continue to be credited with
Continuous Service, but not Credited Service, for the period during which he is
an hourly-paid employee of the Employer.
3.9.3 Any pension to which such an
Employee may become entitled on account of his coverage under any other
qualified employee pension benefit plan to which the Employer contributes on
such Employee's behalf shall be deducted from the pension to which the Employee
would otherwise become entitled under the Plan.
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<PAGE> 14
ARTICLE IV. VESTING.
4.1 Rate of Vesting General Rule. A Participant shall
have no vested interest in his Accrued Benefit until he has been credited with
10 years of Continuous Service, at which time he shall have a 100% Vested
interest in his Accrued Benefit. In any event, a Participant shall have a 100%
vested interest in his Accrued Benefit upon his reaching age 65.
4.2 Full Vesting in Accumulated Contributions. A
Participant shall be 100% vested in his Accumulated Contributions at all times.
4.3 Full Vesting at Age 65. A Participant's interest in
his Accrued Benefit shall in any case become 100% vested upon his reaching age
65.
ARTICLE V. DEATH BENEFITS.
5.1 Death of Vested Terminated Participants. Effective
August 23, 1984, if a Participant who terminated employment on or after July 1,
1976 having a vested interest in his Accrued Benefit dies before his Annuity
Starting Date, and any such Participant is married on his date of death, his
spouse shall receive a death benefit as provided in Section 5.2.
5.2 Amount and Time of Payment of Vested Terminated
Participant's Death Benefit. The monthly death benefit payable to the spouse
of a deceased Participant under Section 5.1 shall be equal to 50% of the amount
the Participant would have received if he had begun to receive payments as of
his Annuity Starting Date having elected to receive his benefit in the form of
a Qualified Joint and Survivor Annuity.
Subject to the lump sum payment provisions of Section 6.6, the benefit shall be
payable for the life of the spouse beginning on the spouse's Annuity Starting
Date.
5.3 Death of a Participant Before Early Retirement Date.
5.3.1 If a Participant dies while employed
by the Employer before he is eligible to elect an Early Retirement Date,
including a Participant who terminates his employment with the Employer due to
a Total and Permanent Disability and who dies before his Annuity Starting Date,
and is married on the date of
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<PAGE> 15
his death, such Participant's surviving spouse shall be entitled to receive a
monthly benefit beginning on the first day of the month following the
Participant's death equal to the greater of 50% of the Participant's Accrued
Benefit on the date of his death determined under Section 3.1 or $100.
5.3.2 If a Participant referred to in
Section 5.3.1 is not married on the date of his death, such Participant's
Dependent Child, if any, shall receive a monthly benefit beginning on the first
day of the month following the Participant's death and ending on the date such
child ceases to be a Dependent Child, in an amount equal to the greater of 50%
of the Participant's Accrued Benefit on the date of his death, determined under
Section 3.1, or $100. If the Participant is survived by more than one
Dependent Child, the benefit under this Section 5.3.2 shall be divided equally
among all such Dependent Children.
5.3.3 If the Participant is not survived
by a spouse or a Dependent Child, the Participant's Beneficiary shall receive a
benefit, in an amount equal to the Participant's Accumulated Contributions, if
any, determined as of the date of his death.
5.4 Death of Participant On or After Retirement Date.
5.4.1 If upon the last to occur of (A) the
death of a Participant who has elected the Qualified Joint and Survivor Annuity
form of benefit and who (i) retired on his Early Retirement Date, Normal
Retirement Date or Late Retirement Date, (ii) terminated his employment for
reasons other than retirement, death or Total and Permanent Disability and who
has been credited with ten years of Continuous Service, or (iii) terminated his
employment for reasons other than retirement, death or Total and Permanent
Disability and who has been credited with 10 years of Continuous Service and
who receives a benefit under Section 3.4.2, or (B) the death of such
Participant's spouse, the total of the benefit payments to the Participant and
his spouse are less than the amount of such Participant's Accumulated
Contributions, the Beneficiary designated by the last to die of the Participant
and his spouse shall receive a benefit, in the form of a lump sum, equal to the
Participant's Accumulated Contributions reduced by the aggregate amount of the
benefit payments to the Participant and his spouse.
5.4.2 If upon the death of a Participant
who has elected the monthly payments for life form of benefit described in
Section 6.2, and who (A) retired on his Early Retirement Date, Normal
Retirement Date or Late Retirement Date,
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<PAGE> 16
(B) terminated his employment for reasons other than retirement, death or Total
and Permanent Disability and who has been credited with ten years of Continuous
Service, or (C) terminated his employment for reasons other than retirement,
death or Total and Permanent Disability, and who has been credited with 10
years of Continuous Service and who receives a benefit under Section 3.4.2, the
number of benefit payments to such Participant is less than 60, such
Participant's Beneficiary shall receive a benefit in the form of a lump sum, in
an amount equal to the amount of such Participant's benefit payments multiplied
by 60 and reduced by the aggregate amount of such benefit payments to the
Participant.
5.4.3 If upon the death of a surviving
spouse receiving benefit payments pursuant to Section 5.1, the aggregate amount
of such benefit payments is less than the amount of such Participant's
Accumulated Contributions on the date of his death, the Participant's
Beneficiary shall receive a benefit in the form of a lump sum, in an amount
equal to such Participant's Accumulated Contributions on the date of his death
reduced by the aggregate amount of benefit payments to such Participant's
surviving spouse.
5.5 No Other Death Benefits. Except as provided in
Section 5.1, Section 5.3, Section 5.4 or in accordance with a form of benefit
elected under Article VI, no death benefits shall be payable under the Plan.
ARTICLE VI. PAYMENT OF RETIREMENT BENEFITS.
6.1 Annuity Payment Date. Any benefit due a
Participant, surviving spouse or other Beneficiary under this Article VI shall
begin no later than 60 days following the close of the Plan Year in which
occurs the later of:
6.1.1 the Participant's Normal Retirement
Date; or
6.1.2 the Participant's actual termination
of his employment,
unless the Participant, spouse or other Beneficiary elects, or the Committee
determines, otherwise.
Subject to Section 6.6, a Participant, spouse or
other Beneficiary may elect to have distribution made, or begin, later than a
date specified in Section 6.1.1 or Section 6.1.2
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<PAGE> 17
above, but in no event later than April 1 following the calendar year in which
the Participant reaches age 70-1/2, in the case of a 5% owner (as defined in
section 416(i) of the Code) of the Employer or, for any other Participant,
April 1 following the calendar year in which the Participant reaches age 70-1/2
or retires, whichever is later.
6.2 Normal Form of Retirement Benefit - Unmarried
Participants. The normal form of retirement benefit for an unmarried
Participant shall be an annuity for the life of the Participant continuing
until the last payment due before his death. Such a Participant may elect an
optional form of payment under Section 6.4.
6.3 Normal Form of Retirement Benefit - Married
Participants. The normal form of retirement benefit for a married Participant
shall be a Qualified Joint and Survivor Annuity. Such a Participant may elect
the normal form of benefit for an unmarried Participant under Section 6.2 or an
optional form of benefit under Section 6.4, if his spouse consents, in writing,
to such election pursuant to a procedure established by the Committee.
6.4 Optional Forms of Retirement Benefit Payment.
Subject to the spousal waiver provision described in Section 6.3, and in lieu
of a form of benefit payment provided for in Section 6.2 or Section 6.3, a
Participant may elect one of the following forms of benefit payment, each of
which shall be the Actuarial Equivalent, as defined in Section 1.3, of the
normal form of benefit payment for an unmarried Participant, as described in
Section 6.2:
6.4.1 For a married Participant, the form
of benefit described in Section 6.2;
6.4.2 A joint and survivor annuity
providing an annuity for the life of the Participant with either 50%, 66-2/3%
or 100% of such benefit (as elected by the Participant) continuing after his
death for the remaining lifetime of his Beneficiary; or
6.4.3 Any other form of benefit payment
approved by the Committee.
No period certain benefit may be elected for a period extending beyond the life
expectancy, on the Annuity Starting Date, of a Participant and his Beneficiary.
In addition, the Actuarial Equivalent present value of the benefit payable to
the Participant must be more than 50% of the Actuarial Equivalent present
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<PAGE> 18
value of the benefit payable to him and his Beneficiary unless his Beneficiary
is his spouse.
6.5 Qualified Joint and Survivor Annuity - Notice and
Election Procedures.
6.5.1 Initial Notice and Election. At
least nine months before the date a married Participant becomes eligible to
elect an Early Retirement Date, or, in the case of a Participant who is
ineligible for an Early Retirement Date due to short service, nine months
before his Normal Retirement Date, the Committee shall supply such Participant
with a written explanation describing (A) the effect of the Qualified Joint and
Survivor Annuity and the effect of the other forms of benefit available to him
under the Plan, (B) the Participant's right to waive the Qualified Joint and
Survivor Annuity and his spouse s rights with respect to such waiver, and (C)
his rights during his election period, as defined in Section 6.5.2. The
explanation shall advise the Participant that unless by the day before his
Annuity Starting Date he notifies the Committee in writing of an election to
receive a different form of benefit, and his spouse has consented, in writing,
to such alternate election, his benefit shall be paid in the Qualified Joint
and Survivor Annuity form.
6.5.2 Election Period; Extension of
Election Period. A Participant's election period under this Section 6.5 shall
be the 90-day period ending on his Annuity Starting Date. If, by not later than
the day before his Annuity Starting Date, the Participant notifies the
Committee in writing of an election not to take the Qualified Joint and
Survivor Annuity, and his spouse has consented to such election, his benefit
shall be paid in the alternate form selected by the Participant. However, if
by not later than the day before his Annuity Starting Date, the Participant
requests the Committee to furnish him with additional information relating to
the effect of the Qualified Joint and Survivor Annuity, the election period
under this Section 6.5.2 shall be extended and his Annuity Starting Date shall
be postponed to a date not later than 90 days following the furnishing to him
of the additional information.
6.5.3 Effect of Election. An election
hereunder may be changed before a Participant's Annuity Starting Date but shall
become irrevocable upon a Participant's Annuity Starting Date.
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<PAGE> 19
6.6 Payment of Small Benefits.
6.6.1 Payment Before Annuity Starting
Date. The Committee may direct the Trustee to make a single payment to a
Participant who is a former Employee, or a surviving spouse of a vested
Participant who died before his Annuity Starting Date, of the Actuarial
Equivalent present value of the benefit payable to that Participant, surviving
spouse, Dependent Child or other Beneficiary before his or her applicable
Annuity Starting Date if that present value does not exceed $3,500, without the
consent of the Participant, surviving spouse, Dependent Child or other
Beneficiary. If the Actuarial Equivalent present value exceeds $3,500, the
Committee may direct the Trustee to make a single payment to such former
Participant, surviving spouse, Dependent Child or other Beneficiary before the
applicable Annuity Starting Date, provided that the Participant or surviving
spouse consents in writing to the distribution pursuant to a procedure
established by the Committee. No such consent shall be required if the
Participant is not married or if his Beneficiary is not his spouse. Such
payment shall fully discharge all Plan liabilities with respect to such
benefit.
6.6.2 Payment After Annuity Starting Date.
The Committee may direct the Trustee to distribute the Actuarial Equivalent
present value of the benefit payable to any Participant, surviving spouse,
Dependent Child or other Beneficiary after the Participant's Annuity Starting
Date, provided that the Participant and the Participant's spouse, or if the
Participant is deceased, the surviving spouse, consent in writing to the
distribution. No such consent shall be required if the Participant is not
married or if his Beneficiary is not his spouse. Such payment shall fully
discharge all Plan liabilities with respect to such benefit.
6.7 Continued Employment After Normal Retirement Date;
Reemployed Participants. Any Participant who (a) continues in employment after
his Normal Retirement Date, or (b) having terminated employment and begun to
receive benefits hereunder, is subsequently reemployed as an Employee shall not
be entitled to payment of benefits while so employed or reemployed. Such a
Participant shall be eligible to accumulate additional Credited Service up to
his Normal Retirement Date. Upon retirement his benefit shall be recomputed
based upon his aggregate Credited Service. In the case of a Participant who is
reemployed, retirement benefit payments shall be redetermined as of the
subsequent termination of employment in accordance with the form of benefit
payment in effect prior to the Participant's reemployment and adjusted to
reflect the increase, if any, in benefits attributable to Credited Service
after reemployment and
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<PAGE> 20
before his Normal Retirement Date. The rules of this section shall be applied
consistent with the provisions of 29 CFR Section 2530.203-3 issued by the
United States Department of Labor, which provisions are incorporated herein by
reference.
ARTICLE VII. CONTRIBUTIONS.
7.1 Contributions to Meet Funding Standards. The
Participating Employers shall make contributions to the Fund from time to time
to provide Plan benefits in amounts as determined by the Committee, with the
advice of the Plan's enrolled actuary, that are not less than the amount
necessary to prevent an accumulated funding deficiency, as defined in Section
412 of the Code. However, the Participating Employers shall have no obligation
to make contributions to the Fund after the Plan has terminated, whether or not
benefits accrued before the date of termination have been fully funded, except
as required by law.
7.2 Time of Contributions. Payment of the Participating
Employer's contribution to the Fund in accordance with Section 7.1 shall be
made within the time prescribed by the Code as the time within which
contributions must be made in order to constitute (a) a credit to the Plan's
minimum funding standard account (or alternative funding standard account) for
the Plan Year to which the contribution relates, and (b) an allowable Federal
income tax deduction for the taxable year for which the contribution is made.
7.3 Forfeitures. Any forfeitures during a year arising
from a Participant's termination of employment or otherwise before the
termination of the Plan shall be used to reduce the Participating Employers'
contributions under the Plan for the following year and shall not increase any
benefit otherwise payable hereunder.
7.4 Irrevocability. The Participating Employers shall
have no right, title or interest in the contributions made by them to the
Trustee and no part of the Fund shall revert to any Participating Employer
except that, after satisfaction of all liabilities of the Plan as set forth in
Section 9.3, any amount remaining shall revert to the Participating Employers.
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<PAGE> 21
ARTICLE VIII. ADMINISTRATION.
8.1 Fiduciary Responsibility. The Plan shall be
administered by the Committee, which shall be the Plan's "named fiduciary" and
"administrator," as those terms are defined by ERISA, and its agent designated
to receive service of process. All matters relating to the administration of
the Plan, including the duties imposed upon the Plan administrator by law,
except those duties relating to the control or management of Plan assets, shall
be the responsibility of the Committee. All matters relating to the control or
management of Plan assets shall, except to the extent delegated in accordance
with the trust agreement, be the sole and exclusive responsibility of the
Trustee.
8.2 Appointment and Removal of Committee. The Committee
shall consist of three or more individuals who shall be appointed and may be
removed by the Board of Directors. Persons appointed to the Committee may be,
but need not be, employees of the Employer. Any Committee member may resign by
giving written notice to the Board of Directors, which notice shall be
effective 30 days after delivery. A Committee member may be removed by the
Board of Directors by written notice to such Committee member, which notice
shall be effective upon delivery. The Board of Directors shall promptly select
a successor following the resignation or removal of any Committee member, if
necessary to maintain a Committee of at least three members.
8.3 Compensation and Expenses of Committee. Members of
the Committee who are employees of the Employer shall serve without
compensation. Members of the Committee who are not employees of the Employer
may be paid reasonable compensation for services rendered to the Plan. Such
compensation, if any, and all ordinary and necessary expenses of the Plan shall
be paid from the Fund unless paid by the Participating Employers.
8.4 Administrative Procedures. The Committee may enact
such rules and regulations for the conduct of its business and for the
administration of the Plan as it shall deem necessary or appropriate. The
Committee may act either at meetings at which a majority of its members are
present or by a writing signed by a majority of its members without the holding
of a meeting. Records shall be kept of the actions of the Committee. No
Employee who is a Participant in the Plan shall vote upon, or take an active
role in resolving, any question affecting only his Accrued Benefit.
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<PAGE> 22
8.5 Exclusive Benefit Rule. The Committee shall
administer the Plan for the exclusive benefit of Participants, their surviving
spouses, their Dependent Children and their other Beneficiaries.
8.6 Consultants. The Committee may, and to the extent
necessary for the preparation of required reports shall, employ accountants,
actuaries, attorneys and other consultants or advisors. The fees charged by
such accountants, actuaries, attorneys and other consultants or advisors shall
be paid from the Fund unless paid by the Participating Employers.
8.7 Method of Handling Plan Funds. No Committee member
shall, at any time, handle any assets of the Fund, except that all payments to
the Fund shall be made by the officer of the Participating Employer charged
with that responsibility by such Participating Employer. All payments from the
Fund shall be made by the Trustee.
8.8 Delegation and Allocation of Responsibility. The
Committee, by unanimous action in writing, may delegate any Plan administrative
responsibility to any officer of any Participating Employer and may allocate
any of its responsibilities to one or more members of the Committee. In the
event of any such delegation or allocation the Committee shall establish
procedures for the thorough and frequent review of the performance of such
duties. Persons to whom responsibilities have been delegated may not delegate
to others any discretionary authority or discretionary control with respect to
the management or administration of the Plan.
8.9 Funding Policy and Method. The Board of Directors
shall appoint a committee, which shall consist of members of the Board of
Directors, to:
8.9.1 establish and carry out a funding
policy and method consistent with the objectives of the Plan; and
8.9.2 establish and maintain a minimum
funding standard account, as defined in the Code, and, if appropriate, an
alternative minimum funding standard account, also as defined in the Code. Not
later than the last day of each Plan Year the committee shall report to the
Board of Directors the amount of contribution necessary to prevent an
accumulated funding deficiency for that Plan Year.
8.10 Claims Procedure. The Committee shall administer a
claims procedure as follows:
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<PAGE> 23
8.10.1 Initial Claim. A Participant,
surviving spouse, Dependent Child or other Beneficiary who believes himself
entitled to benefits hereunder may claim those benefits by submitting to the
Committee a written notification of his claim of right to such benefits.
8.10.2 Appeal Procedure. In the event that
the claim is wholly or partially denied, the Committee shall, within 90 days
(or in special cases, and upon prior written notice to the claimant, 180 days)
of receipt of the claim, inform the Participant, surviving spouse, Dependent
Child or other Beneficiary of the reason or reasons for the denial, the
specific reference to the Plan provisions on which the denial was based, any
additional information which may be necessary to perfect the claim, with
reasons therefor, and the procedure for reviewing the denial of the claim. In
such case the Participant, surviving spouse, Dependent Child or other
Beneficiary or his representative shall have the opportunity to appeal to the
Committee for review thereof by requesting such review in writing to the
Committee. The Participant, surviving spouse, Dependent Child, other
Beneficiary or his representative shall have a right to review all pertinent
documents and submit comments in writing.
8.10.3 Decision on Appeal. No later than
60 days after its receipt of the request for review, the Committee shall render
a decision in writing, stating specific reasons therefor and citing specific
Plan references. If special circumstances require extension, and upon prior
written notice to the claimant, the Committee's decision may be given within
120 days after receipt of the request for review.
ARTICLE IX. AMENDMENT, TERMINATION AND MERGER.
9.1 Amendment of the Plan. The Plan may be amended at
any time and from time to time by the Board of Directors, provided that no
amendment shall divest any vested interest of any Participant, surviving
spouse, Dependent Child or other Beneficiary, and no amendment shall be
effective unless the Plan shall continue to be for the exclusive benefit of the
Participants, surviving spouses, Dependent Children and other Beneficiaries.
In addition, effective August 1, 1984, no amendment shall decrease any
Participant's Accrued Benefit, eliminate or reduce any benefit subsidy or early
retirement benefit, or eliminate any optional form of benefit except in
accordance with section 411(d)(6) and section 412(c)(8) of the Code.
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<PAGE> 24
9.2 Termination of the Plan. While each Participating
Employer intends to continue the Plan indefinitely, each reserves the right to
terminate or partially terminate the Plan at any time as to its Employees. If
the Plan is terminated or partially terminated by a Participating Employer,
assets shall be allocated to the Accrued Benefits of affected Participants in
the manner prescribed in Section 9.3. All such Participants' Accrued Benefits,
to the extent then funded, shall immediately vest and be nonforfeitable and the
Plan assets shall continue to be held for distribution as provided in Article
VI. No Employees of the Participating Employer shall thereafter be admitted to
the Plan as new Participants, and no Participating Employer shall make further
contributions to the Fund, except as may be required by law.
9.3 Allocation of Assets on Termination of the Plan. If
any Participating Employer terminates the Plan with respect to some or all
Participants employed by it, the Committee shall first determine the date of
distribution, if any, and the value of Plan assets allocable to such
Participants. Subject to provision for expense of administration of
liquidation, the Committee, with the advice of the Plan's enrolled actuary,
shall determine amounts allocable with respect to each affected Participant,
surviving spouse, Dependent Child and other Beneficiary. Such allocation shall
be made among the affected Participants, surviving spouses, Dependent Children
and other Beneficiaries in the following order:
9.3.1 To that portion of a Participant's
benefit, if any, derived from his Accumulated Contributions;
9.3.2 In the case of benefits payable as
an annuity,
9.3.2.1 if the benefit of a
Participant, surviving spouse, Dependent Child or
other Beneficiary was in pay status as of the
beginning of the three year period ending on the
termination date of the Plan, to each such benefit,
based on the provisions of the Plan (as in effect
during the five year period ending on such date)
under which the benefit would be the least, or
9.3.2.2 if a benefit (other
than a benefit described in Section 9.3.2.1) would
have been in pay status as of the beginning of such
three year period and if the benefits had begun
(in the normal form of annuity under the Plan) as
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<PAGE> 25
of the beginning of such period, to each such
benefit based on the provisions of the Plan (as in
effect during the five year period ending on such
date) under which such benefit would be the least.
For purposes of Section 9.3.2.1, the lowest benefit in pay status during a
three year period shall be considered the benefit in pay status for such
period.
9.3.3 Any remaining assets shall be
allocated:
9.3.3.1 to all other benefits
(if any) of individuals under the Plan guaranteed
under section 4022 of ERISA (without regard to
section 4022(b)(5) of ERISA);
9.3.3.2 to the additional
benefits (if any) which would be determined under
Section 9.3.3.1 if section 4022(b)(6) of ERISA did
not apply;
9.3.3.3 to all other
nonforfeitable benefits under the Plan;
9.3.3.4 to all benefits under
the Plan; and
9.3.3.5 to the Participating
Employer, if all liabilities of the Plan to
Participants, their surviving spouses, their
Dependent Children and their other Beneficiaries
have been satisfied and such distribution is not
prohibited by any provision of law.
If the Fund is insufficient to provide in full for
any of the classes set forth above, the assets remaining shall be applied
proportionately among Participants, surviving spouses, Dependent Children and
other Beneficiaries of that class and nothing shall be applied to any
subsequent class.
The above priorities and allocation of assets shall
be determined in accordance with section 4044 of ERISA.
9.4 Merger, Consolidation or Transfer of Assets or
Liabilities. The Board of Directors reserves the right to merge or consolidate
the Plan with any other employee pension benefit plan qualified under section
401(a) of the Code, or to transfer Plan assets or liabilities to any other such
employee pension
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<PAGE> 26
benefit plan, provided that the benefit that would be payable to each
Participant in the event of a plan termination occurring immediately after any
such merger, consolidation or transfer of assets or liabilities shall be at
least equal to the benefit that would have been payable to such Participant in
the event of a plan termination immediately before such merger, consolidation
or transfer.
ARTICLE X. WITHDRAWAL OF PARTICIPATING EMPLOYER.
10.1 Withdrawal. Each Participating Employer may elect
to cause a withdrawal from the Plan of that share of Plan assets allocable to
the benefits of Participants employed by it, their surviving spouses, Dependent
Children and other Beneficiaries. After the effective date of such a
withdrawal, the provisions of the Plan shall continue to be effective (with
such amendments as may thereafter be made from time to time by the withdrawing
Employer) as a separate plan for the exclusive benefit of the Participants
employed by the withdrawing Participating Employer, their surviving Spouses,
Dependent Children and other Beneficiaries, as to which the withdrawing
Participating Employer shall succeed to all the rights, powers and duties of
the Sponsor under the Plan. In such case, the board of directors of the
withdrawing Participating Employer shall succeed to all the rights, powers, and
duties of the Board of Directors under the Plan, and the board of directors of
the withdrawing Participating Employer shall appoint a committee to administer
the separate plan after the effective date of the withdrawal.
10.2 Notice of Withdrawal. Whenever any Participating
Employer shall elect to cause a withdrawal from the Plan with respect to its
Employees, it shall, by action of its board of directors, file notice in
writing with the Committee and the Trustee of its election, and shall direct
the Trustee or a successor trustee named by such withdrawing Participating
Employer to hold as a separate trust the amount of assets that the Plan actuary
shall certify to the Committee and the Trustee, or successor, to be allocable
to the benefits of Participants employed by the withdrawing Participating
Employer, their surviving spouses, Dependent Children and other Beneficiaries.
Such separate plan and trust initially shall have the same provisions as the
Plan and the trust agreement for the Trust under the Plan, except as otherwise
provided in Section 10.1.
10.3 Withdrawal at Request of Board of Directors. In
the event that the Board of Directors shall determine that a
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<PAGE> 27
Participating Employer shall no longer participate in the Plan, such
Participating Employer shall withdraw from the Plan in the manner provided in
Section 10.1 and Section 10.2 within six months after notice of such
determination is given.
10.4 Continuation of Plan. Neither the withdrawal from
the Plan nor the termination thereof by a Participating Employer pursuant to
the provisions of Article IX and Article X shall affect in any manner the
continuance of the Plan with respect to any other Employer, and all the terms
and conditions of the Plan shall continue to be applicable to such Employer and
its Employees as if such withdrawal or termination had not taken place.
ARTICLE XI. LIMITATIONS ON BENEFITS.
11.1 Code Section 415 Limit.
11.1.1 Primary Limit: Effective for
Limitation Years beginning after June 30, 1983, in no case shall benefits with
respect to any Participant payable under this Plan and all other defined
benefit employee pension benefit plans sponsored by the Employer, when
expressed as an annual benefit in the form of a straight life annuity, exceed
the lesser of:
11.1.1.1 $90,000 (or such
greater amount after 1987 as may be prescribed
under regulations issued by the United States
Department of the Treasury under section 415(d) of
the Code); or
11.1.1.2 100% of the
Participant's average annual compensation received
during the three consecutive Plan Years of his
participation during which he receives the greatest
aggregate annual compensation,
multiplied by a fraction (that may not exceed one)
the numerator of which is the number of the
Participant's years of Credited Service and the
denominator of which is 10. if a Participant's
benefit is payable as a Qualified Joint and Survivor
Annuity or if his Beneficiary under Section 6.4.2 is
his spouse, no adjustment of the foregoing
limitation shall be made. In the case of any other
benefit payable under section 6.4, such benefit
shall be adjusted to an actuarially equivalent
straight life annuity before applying the limitation
of this Section 11.1.1, using an
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<PAGE> 28
interest rate equal to the greater of 5% or the
interest rate provided in Section 1.3.
11.1.1.3 Section 11.1.1.2
shall not operate to reduce any benefit of $10,000
or less per year payable to a Participant who does
not participate in a defined contribution employee
pension benefit plan to which the Employer
contributes.
11.1.1.4 If a Participant was a
Participant in this Plan on July 1, 1982, Section
11.1.1 shall not reduce that Participant's benefit
below his Accrued Benefit determined as of September
30, 1983.
11.1.2 If a Participant retires either
before reaching age 62, or after reaching age 65, the limits of Section 11.1.1
shall be adjusted in accordance with regulations issued under section 415(b) of
the Code, (A) in the case of a benefit payable beginning before age 62, to an
amount which is not less than the equivalent of an annual benefit of $75,000
beginning at age 55 using an interest rate equal to the greater of 5% or the
interest rate provided in Section 1.2, and (B) in the case of a benefit payable
beginning after age 65, to an amount that is the equivalent of an annual
benefit of $90,000 beginning at age 65 using an interest rate equal to the
lesser of 5% or the interest rate provided in Section 1.3.
11.1.3 Combined Limit: If a Participant in
the Plan is also a participant in any defined contribution employee pension
benefit plan (or, after December 31, 1985, a funded welfare plan as defined in
section 419(e) of the Code), maintained by the Employer, the sum of the defined
benefit fraction and the defined Contribution fraction shall not exceed one.
11.1.3.1 Defined Benefit
Fraction:
The defined benefit fraction for any Limitation Year
is a fraction (A) the numerator of which is the
Participant's projected annual benefit under the
Plan and all other defined benefit employee pension
benefit plans maintained by the Employer (determined
as of the close of the Limitation Year), and (B) the
denominator of which is the lesser of (i) $90,000 or
the applicable dollar limit for such Limitation Year
determined under Section 11.1.1.1 above, multiplied
by 1.25 (1.0 if Section B.5 of Appendix A applies),
or (ii) the Participant's average Compensation for
the
- 27 -
<PAGE> 29
three consecutive calendar years of active
participation that produce the highest average,
multiplied by 1.4.
11.1.3.2 Defined Contribution
Fraction: The defined contribution fraction for any
year is a fraction (A) the numerator of which is the
total of the annual additions to the Participant's
account for the Limitation Year and all prior
Limitation Years under all defined contribution
employee pension benefit plans maintained by the
Employer (and, after December 31, 1985, all funded
welfare benefit plans, as defined in section 419(e)
of the Code, maintained by the Employer) and (B) the
denominator of which is the lesser of the following
amounts determined for such Limitation Year and for
each prior Limitation Year during which the Employee
was employed by the Employer (regardless of whether
any defined contribution plan was in existence
during those years).
(i) $30,000, or the
applicable limit for each such Limitation Year,
multiplied by 1.25 (1.0 if Section B.5 of Appendix
A applies) , or
(ii) 35% of the
Participant's Compensation for each such
Limitation Year.
11.1.3.3 Transitional Rule:
The denominator of the defined contribution fraction
under Section 11.1.3.2 above for all Limitation
Years ending before January 1, 1983 shall, at the
Committee's election and provided the plan in
question existed on or before July 1, 1982, be:
(i) the maximum
annual additions to the Participant's accounts
under all defined contribution employee pension
benefit plans maintained by the Employer that
could have been made under the primary limit
applicable to such plans for all Limitation Years
ending on or before December 31, 1982, multiplied
by
(ii) A fraction,
(1) the numerator of which is the lesser of
$51,875 or 35% of the Participant's 1981
Compensation and (2) the
- 28 -
<PAGE> 30
denominator of which is the lesser of $41,500 or
25% of the Participant's 1981 Compensation.
11.1.4 Definition of Compensation. Solely
for purposes of this Section 11.1 and Appendix A, the term "compensation" means
a Participant's earned income, wages, salaries, fees for professional services
and other amounts received for personal services actually rendered in the
course of employment with the Employer (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips and bonuses),
and excluding the following:
11.1.4.1 Employer contributions
to a plan of deferred compensation that are not
includable in the Employee's gross income for the
taxable year in which contributed, or employer
contributions under a simplified employee pension
plan to the extent such contributions are deductible
by the employee, or any distributions from a plan of
deferred compensation;
11.1.4.2 amounts realized from
the exercise of a non-qualified stock option, or
when restricted stock (or property) held by the
Employee either becomes freely transferable or is
no longer subject to a substantial risk of
forfeiture;
11.1.4.3 amounts realized
from the sale, exchange or other disposition of
stock acquired under a qualified Stock Option; and
11.1.4.4 other amounts that
received special tax benefits, or contributions
made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an
annuity described in section 403(b) of the Code
(whether or not the amounts are actually excludable
from the gross income of the Employee).
For purposes of applying the limitations of this Section 11.1, compensation for
a Limitation Year is the compensation actually paid or includable in gross
income during such year.
- 29 -
<PAGE> 31
11.2 Temporary Limitations.
11.2.1 In the event that the Plan is
terminated or the full current costs thereof applicable to the first 10 years
following a Commencement Date, as hereinafter defined, have not been met at any
time, the benefit provided under the Plan that any of the 25 Highest Paid
Employees, as hereinafter defined, may receive shall not exceed those that can
be provided from Employer contributions not in excess of the largest of the
following amounts:
11.2.1.1 the Participating
Employer contributions (or funds attributable
thereto) that would have been applied to provide
the benefits for the Employees if the Plan as in
force on the date preceding any Commencement Date
had been continued without change,
11.2.1.2 $20,000,
11.2.1.3 the sum of (i) the
Participating Employer contributions (or funds
attributable thereto), that would have been applied
to provide the benefits for the Employees if the
Plan as in effect on the preceding Commencement Date
had been terminated on that day, plus (ii) an amount
computed by multiplying the number of years in the
period for which the current costs of the Plan on
and after any applicable Commencement Date are met
by 20% of the first $50,000 of the Employee's
average annual compensation during such period, or
11.2.1.4 with respect to an
Employee who is one of the 25 Highest Paid Employees
and who is also a substantial owner, as defined in
section 4022(b)(5) of ERISA, the present value of
the benefit guaranteed for such Employee under
section 4022 of ERISA; or, with respect to an
Employee who is one of the 25 Highest Paid Employees
but not a substantial owner as defined in section
4022(b)(5) of ERISA, the present value of the
maximum benefit described in section 4022(b)(3)(B)
of ERISA.
11.2.2 These conditions shall not restrict
the current payment of full pension benefits called for by the Plan for any
Participant, retired Participant, spouse, Dependent Child or other Beneficiary
while the Plan is in full effect and its
- 30 -
<PAGE> 32
full current costs have been met. In the event that any funds are released by
operation of the restrictions set forth in this Section 11.2, they shall be
used to reduce subsequent contributions of the Participating Employers to the
Plan, but if a Participating Employer has ceased contributions, they shall be
used for the benefit of Employees, other than the 25 Highest Paid Employees.
The term "25 Highest Paid Employees" means the 25 highest paid Employees of the
Participating Employers, treated for this purpose as a single employer, as of
the applicable Commencement Date, including any such highly paid employees who
are not Participants, but excluding any Employees whose annual benefit will not
exceed $1,500. The term "Commencement Date" means the effective date of any
amendment to the Plan that substantially increases the benefits payable under
the Plan or otherwise substantially increases the possibility of discrimination
in favor of the 25 Highest Paid Employees upon the Plan's termination. The
extension of the Plan by action of the Board of Directors to a group of
employees not previously covered hereunder shall not constitute an amendment of
the Plan, but the effective date of such extension shall constitute a
Commencement Date for that group only.
11.2.3 In the event that it should be
determined by statute or by ruling of the Internal Revenue Service that the
provisions of this Section 11.2 are no longer necessary to qualify the Plan
under the Code, this Section 11.2 shall become ineffective.
ARTICLE XII. MISCELLANEOUS.
12.1 Limited Purpose of Plan. The establishment or
existence of the Plan shall not confer upon any employee the right to be
continued as an employee. Each Employer expressly reserves the right to
discharge any employee whenever in its judgment its best interests so require.
12.2 Non-alienation. No benefit payable under the Plan
shall be subject in any manner to anticipation, assignment, or voluntary or
involuntary alienation. This section shall not preclude the Trustee from
complying with the terms of a qualified domestic relations order as defined in
section 414(p) of the Code.
12.3 Facility of Payment. If the Committee, in its sole
discretion, deems a Participant, surviving spouse, Dependent Child or other
Beneficiary who is entitled to receive any payment hereunder to be incompetent
to receive the same by reason of age,
- 31 -
<PAGE> 33
illness or any infirmity or incapacity of any kind, the Committee may direct
the Trustee to apply such payment directly for the benefit of such person, or
to make payment to any person Selected by the Committee to disburse the same
for the benefit of the Participant, surviving Spouse, Dependent Child or other
Beneficiary. Payments made pursuant to this section shall operate as a
discharge, to the extent thereof, of all liabilities of the Employer, the
Committee, the Trustee and the Fund to the person for whose benefit the
payments are made.
12.4 Impossibility of Diversion.
12.4.1 General Rule. All Plan assets shall
be held as part of the Fund, until paid to satisfy allowable Plan expenses or
to provide benefits to Participants, surviving impossible for any part of the
Fund to be used for, or diverted spouses, Dependent Children and other
Beneficiaries. It shall be impossible for any part of the Fund to be used for,
or diverted to, purposes other than for the exclusive benefit of Participants,
surviving spouses, Dependent Children, or other Beneficiaries under the Plan or
the payment of reasonable expenses of the administration of the Plan.
12.4.2 Special Rule; Return of Contributions.
It is intended that the Plan and the Fund shall continue to qualify under
Section 401(a) of the Internal Revenue Code. Therefore, Section 12.4.1 shall
be subject to the following provisions:
12.4.2.1 If the Internal
Revenue Service finally determines that the Plan
as amended effective July 1, 1985 is not qualified
under Section 401 (a) of the Internal Revenue Code,
the Participating Employed contributions after such
date, adjusted for expenses, payments and earnings,
if any, shall be returned by the Trustee to each of
the Participating Employers by which paid.
12.4.2.2 If the Internal
Revenue Service rules that the Plan does not
constitute a qualified plan for any Plan Year,
there shall be returned to the Participating
Employer upon demand by the Committee any
contribution made by the Participating Employer
with respect to any year in which qualified status
is denied, provided that demand is made by the
Committee and refund is made by the Trustee within
one year of the date of denial of qualification of
the Plan.
- 32 -
<PAGE> 34
12.4.2.3 In the case of a
contribution that is made in whole or in part by
reason of a mistake of fact, so much of such
contribution as is attributable to the mistake of
fact shall be returnable to the Participating
Employer upon demand by the Committee, upon
presentation of evidence of the mistake of fact to
the Trustee and of calculations as to the impact of
such mistake. Demand and repayment must be
effectuated within one year after the payment of the
contribution to which the mistake applies.
12.5 Provisions Relating to Top-Heavy Plan.
Notwithstanding anything in the Plan to the contrary, if the Plan is determined
to be a Top-Heavy Plan within the meaning of Section A.14 of Appendix A and
section 416(g) of the Code for any Plan Year beginning after December 31, 1983,
then the Plan shall meet the requirements of Sections B.1 through B.5 of
Appendix A for any such Plan Year.
12.6 Unclaimed Benefits. If a Participant, surviving
spouse, Dependent Child or other Beneficiary to whom a benefit is payable under
the Plan cannot be located following a reasonable effort to do so by the
Committee, such benefit shall be forfeited but shall be reinstated if a claim
therefor is filed by the Participant, surviving spouse, Dependent Child or
other Beneficiary.
12.7 Contingent Effectiveness of Plan Amendment and
Restatement. The effectiveness of this amendment and restatement of the Plan
shall be subject to and contingent upon a determination by the District
Director of Internal Revenue that the Plan and Trust continue to meet the
requirements for qualification under sections 401(a) and 501 ( ) of the Code.
If the District Director determines that the amendment and restatement does
adversely affect the prior qualification of the Plan and Trust under the
applicable sections of the Code, then, upon notice to the Trustee, the Board of
Directors shall have the right further to amend the Plan or to rescind the
amendment and restatement.
- 33 -
<PAGE> 35
To record the adoption of this amendment and restatement of
the Plan, Teleflex Incorporated has caused its authorized officers to affix its
corporate name and seal this 30th day of October, 1985.
[CORPORATE SEAL] TELEFLEX INCORPORATED
Attest: By:
---------------------- ------------------------
- 34 -
<PAGE> 36
TELEFLEX INCORPORATED
SALARIED EMPLOYEES' PENSION PLAN
APPENDIX A
TOP-HEAVY APPENDIX
ARTICLE A. TOP-HEAVY PLAN DEFINITIONS.
The following words and phrases as used herein have the
following meanings unless a different meaning is plainly required by the
context:
A.1 "Account Balance" means the sum of:
A.1.1 the present value, as of the Top-Heavy
Valuation Date, of a Participant's Accrued Benefit under the Plan, determined
in the same manner as Actuarial Equivalent forms of benefit are determined
under the Plan;
A.1.2 the balance, as of the Top-Heavy Valuation
Date, standing to the credit of a Participant (including a Beneficiary of such
Participant) in any Defined Contribution Plan maintained by the Employer,
including COntributions that would be allocated as of the Top-Heavy Valuation
Date, even though these amounts are not yet required to be contributed, and any
contribution attributable (A) to a plan-to-plan transfer or rollover
contribution from another qualified employee pension benefit plan or a rollover
individual retirement account, accepted before January 1, 1984, or (B) a
related plan-to-plan transfer or rollover individual retirement account; and
A.1.3 the aggregate distributions made with respect
to such Participant (including a Beneficiary of such Participant) under the
Plan during the five-year period ending on the Determination Date. If a
distribution is made in the form of an annuity contract, the amount of such
distribution shall be equal to the actuarial value of the contract, determined
on the date of the distribution. Benefits paid on account of death shall only
be included to the extent of the present value of the decedent's Accrued
Benefit immediately prior to death.
The term "Account Balance" shall not include any amount held or distributed on
behalf of any Participant who is a Former Key Employee, or who has not received
compensation from the Employer (other than benefits under qualified plans
maintained by the
<PAGE> 37
Employer) at any time during the five-year period ending on
the Determination Date or any amount attributable to qualified voluntary
employee contributions (within the meaning of Code section 219(e)(2)).
A.2 "Aggregation Group" means:
A.2.1 a Required Aggregation Group, or
A.2.2 a Permissive Aggregation Group.
A.3 "Defined Benefit Plan" means any tax-qualified
employee pension benefit plan that is not a Defined Contribution Plan.
A.4 "Defined Contribution Plan" means a tax-qualified
employee pension benefit plan that provides for an individual account for each
eligible employee and for benefits based solely on the amount contributed to
the eligible employee's account, and any income, expenses, gains and losses,
and any forfeitures of accounts of other eligible employees that may be
allocated to such eligible employee's account.
A.5 "Determination Date" means:
A.5.1 if the Plan is not included in an Aggregation
Group, the last day of the preceding Plan Year; or
A.5.2 if the Plan is included in an Aggregation
Group, the Determination Date as determined under Section A.5.1 that falls
within the same calendar year of each other plan included in such Aggregation
Group.
A.6 "Employer" means the Employer as defined in Section
1.16 of the Plan.
A.7 "Former Key Employee" means an employee who is a
Non-Key Employee with respect to the Plan for the Plan Year if such employee
was a Key Employee with respect to the Plan for any prior Plan Year.
A.8 "Key Employee" means an employee of the Employer
(including a deceased former employee), with respect to the Plan Year, who at
any time during the Plan Year that includes the Determination Date or any of
the four preceding Plan Years is (or was):
A.8.1 an officer of the Employer having
annual compensation greater than 150% of the amount in effect under Code
- 2 -
<PAGE> 38
section 415(c)(1)(A) for any such Plan Year, provided that in no event shall
the number of individuals treated as officers exceed 50 employees, or, if
lesser, the greater of:
A.8.1.1 three employees, or
A.8.1.2 10% Of the total number of
employees.
If more than the maximum number of employees who may be treated as officers are
officers, only those officers who had the largest annual compensation in any
one of the five Plan Years ending on the Determination Date shall be treated as
officers.
A.8.2 one of the 10 Employees having annual
compensation from the Employer of more than the maximum dollar limitation of
Code section 415(c)(1)(A) and owning (or considered as owning within the
meaning of Code section 318) the largest interest in the Employer, provided
that such interest is more than 0.5% of the ownership interest in the Employer.
If an Employee's ownership interest changes during a Plan Year, his ownership
interest for the year is the largest interest owned at any time during the
year. If two Employees have the same ownership interest in the Employer during
the five Plan Years ending on the Determination Date, the Employee having the
larger annual Compensation from the Employer for the Plan Year during any part
of which that ownership interest existed shall be treated as having a larger
interest.
A.8.3 if the Employer is a corporation, an Employee
who owns (or is considered as owning within the meaning of section 318 of the
Code) more than 5% of the outstanding stock of the Employer or more than 5% of
the total combined voting power of all stock of the Employer; if the Employer
is not a corporation, an Employee who owns more than 5% of the capital or
profits interest in the Employer; or
A.8.4 person who has annual compensation from the
Employer of more than $150,000 and who would be described in Section A.8.3 if
"1%" were substituted for "5%" each time it appears in Section A.8.3.
For purposes of this Section A.8, section 318(a)(2)(C) of the Code shall be
applied by substituting "5%" for "50%". In addition, for purposes of
determining ownership in the Employer under this Section A.8, Section A.6 shall
not apply.
- 3 -
<PAGE> 39
A.9 "Non-Key Employed" means a Participant in the Plan
(including a Beneficiary of such Participant) who is not a Key Employee with
respect to the Plan for the Plan Year.
A.10 "Permissive Aggregation Group" means:
A.10.1 each plan of the Employed included
in a Required Aggregation Group; and
A.10.2 each other plan of the Employed if
the group of plans consisting of such plan and the plan or plans described in
Section A.10.1, when considered as a single plan, meets the requirements of
section 401(a)(4) and section 410 of the Code.
A.11 "Required Aggregate Group" means:
A.11.1 each plan of the Employer in which a
Key Employee was an eligible employee during the five Plan Years ending on the
Determination Date; and
A.11.2 each other plan of the Employer
which enables any plan described in Section A.11.1 to meet the requirements of
section 401(a)(4) or section 410 of the Code.
A.12 "Super Top-Heavy Plan" means the Plan if it would be
a Top-Heavy Plan if "90%" were substituted for "60%" each time it appears in
Section A.13 and Section A.14.
A.13 "Top-Heavy-Group" means an Aggregation Group in
which, as of the Determination Date, the sum of:
A.13.1 the aggregate of the Account
Balances of Key Employees under all Defined Contribution Plans included in such
Aggregation Group, and
A.13.2 the aggregate of the present value
of cumulative accrued benefits for Key Employees under all Defined Benefit
Plans included in such Aggregation Group,
exceeds 60% of the sum of such aggregates determined for all Employees.
A.14 "Top-Heavy-Plan" means the Plan, if as of the
Determination Date:
A.14.1 the aggregate of the Account
Balances of Participants who are Key Employees exceeds 60% of the aggregate of
the Account Balances of all Participants; or
- 4 -
<PAGE> 40
A.14.2 the Plan is part of a Required
Aggregation Group which is a Top-Heavy Group.
Notwithstanding Section A.14.1 and Section A.14.2, the Plan shall not be
considered a Top-Heavy Plan for any Plan Year in which the Plan is a part of a
Required Aggregation Group or a Permissive Aggregation Group which is not a
Top-Heavy Group.
A.15 "Top-Heavy Valuation Date" means the Determination
Date.
ARTICLE B. PROVISIONS RELATING TO TOP-HEAVY PLAN.
Notwithstanding anything in the Plan to the contrary, if the
Plan is a Top-Heavy Plan within the meaning of Section A.14 and section 416(g)
of the Code for any Plan Year beginning after December 31, 1983, then the Plan
shall meet the requirements of Section B.1, Section B.2, Section B.3 and
Section B.4 for each such Plan Year. If the Plan is a Super Top-Heavy Plan
within the meaning of Section A.12 for any Plan Year, then in addition to
meeting the requirements of Sections B.1 through B.4, it shall also meet the
requirements of Section B.5.
B.1 Minimum Vesting Requirement. The vested interest of
a Participant who receives Credited Service after the Plan becomes a Top-Heavy
Plan will be determined under a schedule which is not less favorable to the
Participant than the following:
<TABLE>
<CAPTION>
Years of Continuous Service
As Defined in Plan
Section 1.9 Vested Interest
--------------------------- ---------------
<S> <C>
Less than two 0%
Two but less than three 20%
Three but less than four 40%
Four but less than five 60%
Five but less than six 80%
Six or more 100%
</TABLE>
B.2 Minimum Benefit or Contribution Requirement.
B.2.1 The Plan shall provide a minimum annual
retirement benefit for such Plan Year for each Participant who is a Non-Key
Employee in an amount equal to 2% of such Participant's
- 5 -
<PAGE> 41
average Compensation for the period of consecutive years (not exceeding five)
during which the Participant had the greatest aggregate Compensation from the
Employer, multiplied by the Participant's years of Credited Service; not to
exceed 10. Such minimum annual retirement benefit shall be increased to 3% of
such Participant's average Compensation for the period of consecutive years
(not exceeding five) during which the Participant has the greatest aggregate
Compensation from the Employer, multiplied by the Participant's years of
Credited Service, not to exceed 10, for any Plan Year in which the Employer
maintains a Defined Contribution Plan if necessary to avoid the application of
Code section 416(h)(1), relating to special adjustments to Code section 415
limits for Top-Heavy Plans, if the adjusted limitations of Code section
41(h)(1) would otherwise be exceeded if such minimum contribution is not so
increased.
B.2.2 The minimum benefit or contribution shall be
made for each Non-Key Employee regardless of such Non-Key Employee's level of
Compensation.
B.3 Maximum Compensation Limitation. The annual
Compensation of each Participant under the Plan for such Plan Year shall not
exceed the first $200,000 of such Participant's compensation; provided,
however, that such dollar limitation shall be adjusted to take into account any
adjustments made under regulations prescribed by the United States Department
of the Treasury pursuant to section 416(d)(2) of the Code.
B.4 Change in Top-Heavy Status. If the Plan becomes a
Top-Heavy Plan and subsequently ceases to be a Top-Heavy Plan, the vesting
schedule in Section B.1 shall continue to apply in determining the vested
percentage of the Accrued Benefit of any Participant who had at least five
years of Credited Service as of the last day of the last Plan Year in which the
Plan was a Top-Heavy Plan. For all other Participants, the vesting schedule in
Section B.1 shall apply only to their Accrued Benefit as of such last day.
B.5 Adjustment for Super Top-Heavy Plan. If the Plan is
a Super Top-Heavy Plan for any Plan Year, then for purposes of Plan Section
11.1.3, the defined Contribution fraction and the defined benefit fraction
shall be adjusted in the manner described in Code section 416(h)(1).
B.6 Definition of Compensation. For purposes of this
Appendix A, the term "compensation" shall have the meaning prescribed in Plan
Section 11.1.4.
- 6 -
<PAGE> 42
TELEFLEX INCORPORATED
SALARIED EMPLOYEES' PENSION PLAN
APPENDIX B
PARTICIPATING EMPLOYERS
-----------------------
<TABLE>
<CAPTION>
Name of Participating Effective Date of
Employer in Plan Participation in Plan
---------------- ---------------------
<S> <C>
Teleflex Incorporated July 1, 1966
Sermatech Incorporated July 1, 1976
A.H. Surprenant, Inc. July 1, 1980
Hoover Electric Company July 1, 1980
Teleflex Fluid Systems, Inc. July 1, 1982
Aries Medical Inc. July 1, 1984
Gator-Gard Incorporated July 1, 1984
Tact Inc. July 1, 1984
TFX Medical Incorporated July 1, 1984
</TABLE>
<PAGE> 43
TELEFLEX INCORPORATED
SALARIED EMPLOYEES' PENSION PLAN
APPENDIX C
ACTUARIAL ASSUMPTIONS
The UP-1984 Mortality Table, unrated for the employee and set
back three years for the co-pensioner, with interest at the rate of 9% per
annum compounded annually, shall be used in determining actuarial equivalency;
provided however that in no event will an actuarially equivalent amount as to
any Participant on any given date which falls on or after August 1, 1983 be
less than the product of the Participant's accrued monthly pension as of August
1, 1983 and the appropriate factor from the actuarial equivalency tables which
were in use on July 31, 1983, specifically the Basic (Unloaded) Group Annuity
Table for 1951 projected to 1965 by Scale C and rated back five years for
females, and 9% interest compounded annually.
<PAGE> 44
<TABLE>
<CAPTION>
TELEFLEX SALARIED
TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 66-2/3% OF THE PENSION AMOUNT
PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
------------------------------------------------------------------------------------------------------------------------
Spouse's Age
Nearest Birthday
In Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------------------------------------------------------------------------------
Nearest Birthday 60 61 62 63 64 65 66 67 68 69 70 71
---------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 Years Younger 0.8458 0.8388 0.8317 0.8245 0.8174 0.8103 0.8033 0.7961 0.7889 0.7816 0.7743 0.7671
19 Years Younger 0.8479 0.8410 0.8341 0.8271 0.8202 0.8133 0.8065 0.7996 0.7926 0.7855 0.7784 0.7714
18 Years Younger 0.8493 0.8426 0.8358 0.8291 0.8223 0.8157 0.8090 0.8024 0.7956 0.7887 0.7818 0.7750
17 Years Younger 0.8519 0.8454 0.8388 0.8323 0.8258 0.8193 0.8129 0.8065 0.7999 0.7933 0.7867 0.7802
16 Years Younger 0.8538 0.8475 0.8411 0.8348 0.8285 0.8223 0.8161 0.8099 0.8035 0.7971 0.7908 0.7846
15 Years Younger 0.8559 0.8497 0.8436 0.8374 0.8314 0.8254 0.8195 0.8134 0.8073 0.8012 0.7951 0.7892
14 Years ounger 0.8581 0.8521 0.8462 0.8403 0.8344 0.8287 0.8230 0.8172 0.8113 0.8054 0.7996 0.7939
13 Years Younger 0.8605 0.8547 0.8489 0.8433 0.8377 0.8322 0.8267 0.8211 0.8155 0.8098 0.8043 0.7989
12 Years Younger 0.8634 0.8578 0.8523 0.8468 0.8415 0.8363 0.8310 0.8257 0.8204 0.8150 0.8097 0.8047
11 Years Younger 0.8665 0.8611 0.8558 0.8506 0.8456 0.8406 0.8356 0.8306 0.8255 0.8204 0.8155 0.8108
10 Years Younger 0.8687 0.8636 0.8585 0.8536 0.8488 0.8440 0.8393 0.8345 0.8296 0.8248 0.8203 0.8159
9 Years Younger 0.8711 0.8661 0.8613 0.8566 0.8520 0.8475 0.8430 0.8384 0.8338 0.8293 0.8251 0.8211
8 Years Younger 0.8750 0.8703 0.8658 0.8613 0.8570 0.8528 0.8486 0.8443 0.8401 0.8360 0.8321 0.8285
7 Years Younger 0.8782 0.8737 0.8694 0.8653 0.8612 0.8573 0.8533 0.8494 0.8455 0.8417 0.8382 0.8350
6 Years Younger 0.8803 0.8761 0.8720 0.8681 0.8643 0.8606 0.8569 0.8532 0.8496 0.8461 0.8430 0.8402
5 Years Younger 0.8840 0.8800 0.8762 0.8726 0.8691 0.8657 0.8623 0.8589 0.8556 0.8526 0.8498 0.8474
4 Years Younger 0.8880 0.8843 0.8808 0.8775 0.8743 0.8711 0.8681 0.8651 0.8622 0.8595 0.8571 0.8551
3 Years Younger 0.8909 0.8875 0.8843 0.8813 0.8783 0.8754 0.8726 0.8699 0.8673 0.8649 0.8629 0.8612
2 Years Younger 0.8945 0.8914 0.8885 0.8857 0.8830 0.8804 0.8779 0.8755 0.8733 0.8712 0.8695 0.8682
1 Year Younger 0.8983 0.8954 0.8928 0.8903 0.8879 0.8856 0.8834 0.8813 0.8794 0.8777 0.8763 0.8753
Same Age 0.9022 0.8997 0.8973 0.8950 0.8929 0.8909 0.8890 0.8872 0.8855 0.8841 0.8830 0.8823
1 Year Older 0.9056 0.9034 0.9013 0.8993 0.8974 0.8956 0.8940 0.8925 0.8911 0.8899 0.8891 0.8888
2 Years Older 0.9090 0.9070 0.9051 0.9033 0.9017 0.9001 0.8987 0.8974 0.8962 0.8953 0.8949 0.8950
3 Years Older 0.9131 0.9113 0.9097 0.9081 0.9067 0.9054 0.9042 0.9032 0.9022 0.9017 0.9017 0.9023
4 Years Older 0.9170 0.9155 0.9140 0.9127 0.9115 0.9104 0.9093 0.9085 0.9079 0.9078 0.9082 0.9093
5 Years Older 0.9217 0.9203 0.9191 0.9180 0.9169 0.9160 0.9152 0.9147 0.9146 0.9150 0.9159 0.9175
6 Years Older 0.9262 0.9250 0.9239 0.9229 0.9220 0.9213 0.9208 0.9207 0.9210 0.9218 0.9232 0.9252
7 Years Older 0.9300 0.9290 0.9280 0.9272 0.9264 0.9260 0.9259 0.9262 0.9270 0.9282 0.9300 0.9325
8 Years Older 0.9338 0.9329 0.9320 0.9313 0.9308 0.9307 0.9310 0.9318 0.9329 0.9345 0.9367 0.9395
9 Years Older 0.9376 0.9367 0.9360 0.9354 0.9353 0.9355 0.9363 0.9374 0.9388 0.9408 0.9433 0.9465
10 Years Older 0.9419 0.9411 0.9406 0.9404 0.9406 0.9413 0.9425 0.9439 0.9457 0.9480 0.9509 0.9543
11 Years Older 0.9445 0.9439 0.9437 0.9438 0.9443 0.9454 0.9468 0.9485 0.9506 0.9531 0.9561 0.9598
12 Years Older 0.9474 0.9470 0.9470 0.9475 0.9484 0.9497 0.9514 0.9533 0.9557 0.9584 0.9617 0.9655
13 Years Older 0.9522 0.9522 0.9526 0.9534 0.9547 0.9563 0.9582 0.9604 0.9630 0.9660 0.9696 0.9736
14 Years Older 0.9555 0.9558 0.9565 0.9576 0.9591 0.9608 0.9630 0.9654 0.9682 0.9714 0.9750 0.9790
15 Years Older 0.9575 0.9581 0.9590 0.9603 0.9619 0.9638 0.9661 0.9687 0.9716 0.9749 0.9784 0.9824
16 Years Older 0.9619 0.9628 0.9640 0.9654 0.9672 0.9693 0.9719 0.9748 0.9778 0.9811 0.9847 0.9890
17 Years Older 0.9662 0.9673 0.9686 0.9702 0.9721 0.9745 0.9772 0.9802 0.9833 0.9866 0.9903 0.9948
18 Years Older 0.9690 0.9701 0.9716 0.9732 0.9754 0.9779 0.9807 0.9836 0.9866 0.9900 0.9939 0.9985
19 Years Older 0.9716 0.9729 0.9743 0.9762 0.9785 0.9811 0.9838 0.9867 0.9897 0.9932 0.9973 1.0020
20 Years Older 0.9750 0.9764 0.9781 0.9802 0.9826 0.9852 0.9879 0.9908 0.9940 0.9977 1.0020 1.0070
<CAPTION>
Spouse's Age
Nearest Birthday
In Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------
Nearest Birthday 72 73 74 75
---------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
20 Years Younger 0.7599 0.7530 0.7465 0.7402
19 Years Younger 0.7646 0.7579 0.7516 0.7457
18 Years Younger 0.7685 0.7621 0.7561 0.7505
17 Years Younger 0.7739 0.7679 0.7622 0.7569
16 Years Younger 0.7786 0.7728 0.7675 0.7626
15 Years Younger 0.7834 0.7780 0.7730 0.7686
14 Years ounger 0.7885 0.7834 0.7788 0.7748
13 Years Younger 0.7938 0.7891 0.7849 0.7812
12 Years Younger 0.8000 0.7957 0.7919 0.7887
11 Years Younger 0.8065 0.8026 0.7993 0.7965
10 Years Younger 0.8120 0.8085 0.8056 0.8033
9 Years Younger 0.8175 0.8144 0.8120 0.8100
8 Years Younger 0.8254 0.8228 0.8208 0.8193
7 Years Younger 0.8323 0.8302 0.8286 0.8276
6 Years Younger 0.8378 0.8361 0.8348 0.8341
5 Years Younger 0.8455 0.8441 0.8433 0.8429
4 Years Younger 0.8536 0.8526 0.8521 0.8522
3 Years Younger 0.8601 0.8593 0.8592 0.8597
2 Years Younger 0.8674 0.8670 0.8673 0.8685
1 Year Younger 0.8747 0.8748 0.8757 0.8775
Same Age 0.8821 0.8827 0.8841 0.8866
1 Year Older 0.8891 0.8903 0.8924 0.8954
2 Years Older 0.8958 0.8975 0.9001 0.9037
3 Years Older 0.9037 0.9060 0.9092 0.9133
4 Years Older 0.9112 0.9140 0.9176 0.9222
5 Years Older 0.9199 0.9232 0.9274 0.9323
6 Years Older 0.9281 0.9318 0.9362 0.9414
7 Years Older 0.9357 0.9398 0.9445 0.9500
8 Years Older 0.9431 0.9474 0.9524 0.9583
9 Years Older 0.9502 0.9548 0.9601 0.9662
10 Years Older 0.9584 0.9632 0.9688 0.9751
11 Years Older 0.9641 0.9691 0.9747 0.9811
12 Years Older 0.9699 0.9749 0.9807 0.9873
13 Years Older 0.9781 0.9833 0.9894 0.9964
14 Years Older 0.9836 0.9889 0.9952 1.0026
15 Years Older 0.9871 0.9926 0.9991 1.0067
16 Years Older 0.9939 0.9998 1.0067 1.0147
17 Years Older 1.0000 1.0062 1.0133 1.0216
18 Years Older 1.0039 1.0103 1.0177 1.0262
19 Years Older 1.0075 1.0141 1.0217 1.0303
20 Years Older 1.0128 1.0197 1.0275 1.0363
</TABLE>
BASIS: 9.00%, UP84(0, -3) 12-MAY-1992
<PAGE> 45
<TABLE>
<CAPTION>
TELEFLEX SALARIED
TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 50% OF THE PENSION AMOUNT
PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
------------------------------------------------------------------------------------------------------------------------
Spouse's Age
Nearest Birthday
In Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------------------------------------------------------------------------------
Nearest Birthday 60 61 62 63 64 65 66 67 68 69 70 71
---------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 Years Younger 0.8829 0.8775 0.8720 0.8666 0.8611 0.8558 0.8504 0.8450 0.8396 0.8341 0.8286 0.8232
19 Years Younger 0.8846 0.8793 0.8740 0.8687 0.8635 0.8583 0.8532 0.8480 0.8427 0.8374 0.8321 0.8270
18 Years Younger 0.8857 0.8806 0.8755 0.8703 0.8653 0.8603 0.8553 0.8503 0.8452 0.8401 0.8350 0.8301
17 Years Younger 0.8878 0.8829 0.8779 0.8730 0.8681 0.8633 0.8586 0.8538 0.8489 0.8440 0.8392 0.8345
16 Years Younger 0.8894 0.8846 0.8798 0.8750 0.8704 0.8658 0.8612 0.8566 0.8520 0.8473 0.8427 0.8383
15 Years Younger 0.8911 0.8864 0.8818 0.8772 0.8727 0.8684 0.8640 0.8596 0.8551 0.8507 0.8464 0.8422
14 Years Younger 0.8929 0.8884 0.8839 0.8796 0.8753 0.8711 0.8669 0.8627 0.8585 0.8543 0.8502 0.8462
13 Years Younger 0.8948 0.8905 0.8862 0.8820 0.8779 0.8740 0.8700 0.8660 0.8620 0.8580 0.8541 0.8505
12 Years Younger 0.8972 0.8930 0.8890 0.8850 0.8811 0.8773 0.8736 0.8699 0.8661 0.8623 0.8587 0.8554
11 Years Younger 0.8997 0.8957 0.8918 0.8881 0.8844 0.8809 0.8774 0.8739 0.8704 0.8669 0.8636 0.8606
10 Years Younger 0.9015 0.8977 0.8940 0.8905 0.8870 0.8837 0.8804 0.8771 0.8738 0.8706 0.8676 0.8649
9 Years Younger 0.9034 0.8998 0.8963 0.8929 0.8897 0.8866 0.8835 0.8804 0.8773 0.8743 0.8716 0.8692
8 Years Younger 0.9066 0.9032 0.8999 0.8968 0.8938 0.8909 0.8881 0.8853 0.8825 0.8799 0.8775 0.8755
7 Years Younger 0.9093 0.9059 0.9029 0.9000 0.8972 0.8946 0.8920 0.8895 0.8870 0.8846 0.8826 0.8809
6 Years Younger 0.9108 0.9078 0.9050 0.9023 0.8997 0.8973 0.8949 0.8926 0.8903 0.8883 0.8865 0.8852
5 Years Younger 0.9138 0.9110 0.9084 0.9059 0.9036 0.9014 0.8993 0.8973 0.8953 0.8936 0.8922 0.8912
4 Years Younger 0.9170 0.9144 0.9120 0.9099 0.9078 0.9059 0.9040 0.9023 0.9007 0.8992 0.8982 0.8976
3 Years Younger 0.9193 0.9170 0.9149 0.9129 0.9111 0.9093 0.9077 0.9062 0.9049 0.9037 0.9030 0.9026
2 Years Younger 0.9222 0.9201 0.9182 0.9165 0.9148 0.9134 0.9120 0.9108 0.9097 0.9089 0.9084 0.9084
1 Year Younger 0.9252 0.9233 0.9217 0.9201 0.9188 0.9176 0.9165 0.9155 0.9147 0.9141 0.9139 0.9142
Same Age 0.9283 0.9267 0.9252 0.9239 0.9228 0.9218 0.9210 0.9202 0.9197 0.9193 0.9194 0.9199
1 Year Older 0.9310 0.9296 0.9284 0.9273 0.9264 0.9256 0.9250 0.9245 0.9242 0.9241 0.9244 0.9252
2 Years Older 0.9337 0.9325 0.9315 0.9306 0.9298 0.9292 0.9288 0.9285 0.9283 0.9284 0.9290 0.9302
3 Years Older 0.9369 0.9359 0.9351 0.9344 0.9338 0.9334 0.9332 0.9331 0.9331 0.9336 0.9346 0.9362
4 Years Older 0.9400 0.9392 0.9385 0.9380 0.9376 0.9374 0.9373 0.9373 0.9376 0.9385 0.9398 0.9418
5 Years Older 0.9437 0.9431 0.9425 0.9422 0.9419 0.9419 0.9420 0.9423 0.9430 0.9442 0.9459 0.9484
6 Years Older 0.9472 0.9467 0.9463 0.9461 0.9460 0.9460 0.9464 0.9470 0.9481 0.9496 0.9517 0.9545
7 Years Older 0.9502 0.9498 0.9496 0.9494 0.9494 0.9497 0.9504 0.9514 0.9528 0.9547 0.9572 0.9603
8 Years Older 0.9532 0.9529 0.9527 0.9527 0.9529 0.9535 0.9544 0.9558 0.9575 0.9597 0.9625 0.9659
9 Years Older 0.9561 0.9559 0.9558 0.9559 0.9564 0.9573 0.9586 0.9602 0.9622 0.9647 0.9677 0.9714
10 Years Older 0.9595 0.9593 0.9594 0.9598 0.9606 0.9618 0.9634 0.9654 0.9676 0.9704 0.9737 0.9776
11 Years Older 0.9615 0.9615 0.9618 0.9624 0.9635 0.9650 0.9668 0.9690 0.9714 0.9744 0.9778 0.9819
12 Years Older 0.9637 0.9639 0.9644 0.9653 0.9667 0.9684 0.9704 0.9727 0.9754 0.9785 0.9822 0.9864
13 Years Older 0.9675 0.9679 0.9687 0.9699 0.9715 0.9735 0.9757 0.9783 0.9811 0.9845 0.9883 0.9927
14 Years Older 0.9701 0.9707 0.9718 0.9732 0.9749 0.9770 0.9794 0.9821 0.9852 0.9886 0.9925 0.9969
15 Years Older 0.9716 0.9725 0.9737 0.9753 0.9771 0.9793 0.9818 0.9847 0.9879 0.9913 0.9952 0.9996
16 Years Older 0.9750 0.9761 0.9775 0.9792 0.9813 0.9836 0.9863 0.9894 0.9926 0.9962 1.0001 1.0046
17 Years Older 0.9783 0.9796 0.9811 0.9829 0.9850 0.9876 0.9905 0.9936 0.9968 1.0004 1.0044 1.0091
18 Years Older 0.9804 0.9818 0.9834 0.9852 0.9875 0.9902 0.9932 0.9962 0.9994 1.0030 1.0072 1.0120
19 Years Older 0.9825 0.9839 0.9855 0.9875 0.9900 0.9927 0.9955 0.9986 1.0018 1.0055 1.0097 1.0147
20 Years Older 0.9851 0.9865 0.9884 0.9906 0.9931 0.9958 0.9986 1.0017 1.0051 1.0090 1.0134 1.0185
<CAPTION>
Spouse's Age
Nearest Birthday
In Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------
Nearest Birthday 72 73 74 75
---------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
20 Years Younger 0.8180 0.8130 0.8085 0.8043
19 Years Younger 0.8220 0.8173 0.8130 0.8091
18 Years Younger 0.8254 0.8210 0.8169 0.8133
17 Years Younger 0.8301 0.8260 0.8222 0.8190
16 Years Younger 0.8341 0.8303 0.8269 0.8240
15 Years Younger 0.8383 0.8347 0.8317 0.8292
14 Years Younger 0.8426 0.8394 0.8367 0.8346
13 Years Younger 0.8471 0.8443 0.8419 0.8402
12 Years Younger 0.8525 0.8500 0.8480 0.8467
11 Years Younger 0.8580 0.8559 0.8543 0.8534
10 Years Younger 0.8626 0.8609 0.8597 0.8592
9 Years Younger 0.8673 0.8659 0.8651 0.8650
8 Years Younger 0.8739 0.8730 0.8726 0.8729
7 Years Younger 0.8798 0.8792 0.8792 0.8799
6 Years Younger 0.8843 0.8841 0.8845 0.8855
5 Years Younger 0.8907 0.8909 0.8916 0.8929
4 Years Younger 0.8975 0.8979 0.8990 0.9007
3 Years Younger 0.9028 0.9035 0.9049 0.9070
2 Years Younger 0.9089 0.9099 0.9116 0.9143
1 Year Younger 0.9149 0.9163 0.9185 0.9217
Same Age 0.9210 0.9228 0.9255 0.9292
1 Year Older 0.9267 0.9290 0.9323 0.9365
2 Years Older 0.9321 0.9349 0.9386 0.9433
3 Years Older 0.9385 0.9418 0.9460 0.9511
4 Years Older 0.9446 0.9482 0.9528 0.9583
5 Years Older 0.9516 0.9557 0.9607 0.9665
6 Years Older 0.9581 0.9625 0.9678 0.9738
7 Years Older 0.9642 0.9689 0.9744 0.9807
8 Years Older 0.9701 0.9750 0.9807 0.9873
9 Years Older 0.9757 0.9809 0.9868 0.9936
10 Years Older 0.9822 0.9875 0.9937 1.0006
11 Years Older 0.9866 0.9921 0.9983 1.0054
12 Years Older 0.9912 0.9967 1.0030 1.0103
13 Years Older 0.9976 1.0033 1.0098 1.0174
14 Years Older 1.0019 1.0077 1.0144 1.0222
15 Years Older 1.0046 1.0106 1.0175 1.0254
16 Years Older 1.0099 1.0161 1.0233 1.0317
17 Years Older 1.0146 1.0210 1.0284 1.0370
18 Years Older 1.0176 1.0242 1.0318 1.0406
19 Years Older 1.0204 1.0271 1.0349 1.0437
20 Years Older 1.0245 1.0314 1.0394 1.0483
</TABLE>
BASIS: 9.00%, UP84(0, -3) 13-MAY-1992
<PAGE> 46
<TABLE>
<CAPTION>
TELEFLEX SALARIED
TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 100% OF THE PENSION AMOUNT
PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
------------------------------------------------------------------------------------------------------------------------
Spouse's Age
Nearest Birthday
In Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------------------------------------------------------------------------------
Nearest Birthday 60 61 62 63 64 65 66 67 68 69 70 71
---------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 Years Younger 0.7803 0.7708 0.7612 0.7516 0.7420 0.7325 0.7230 0.7135 0.7040 0.6943 0.6846 0.6750
19 Years Younger 0.7829 0.7736 0.7642 0.7549 0.7455 0.7362 0.7270 0.7177 0.7084 0.6989 0.6895 0.6801
18 Years Younger 0.7848 0.7756 0.7665 0.7573 0.7481 0.7391 0.7301 0.7211 0.7119 0.7027 0.6935 0.6843
17 Years Younger 0.7881 0.7792 0.7702 0.7613 0.7524 0.7436 0.7349 0.7261 0.7172 0.7082 0.6993 0.6904
16 Years Younger 0.7906 0.7819 0.7731 0.7644 0.7558 0.7473 0.7388 0.7302 0.7215 0.7128 0.7041 0.6955
15 Years Younger 0.7932 0.7847 0.7762 0.7678 0.7594 0.7511 0.7429 0.7345 0.7261 0.7177 0.7093 0.7009
14 Years Younger 0.7961 0.7878 0.7796 0.7713 0.7632 0.7552 0.7472 0.7391 0.7310 0.7228 0.7146 0.7066
13 Years Younger 0.7991 0.7911 0.7831 0.7751 0.7673 0.7595 0.7518 0.7440 0.7361 0.7281 0.7202 0.7125
12 Years Younger 0.8029 0.7951 0.7874 0.7797 0.7721 0.7647 0.7572 0.7497 0.7421 0.7344 0.7268 0.7195
11 Years Younger 0.8069 0.7994 0.7919 0.7845 0.7773 0.7701 0.7629 0.7557 0.7483 0.7410 0.7338 0.7268
10 Years Younger 0.8099 0.8026 0.7954 0.7883 0.7813 0.7744 0.7675 0.7605 0.7534 0.7464 0.7396 0.7330
9 Years Younger 0.8130 0.8059 0.7989 0.7921 0.7855 0.7788 0.7721 0.7654 0.7587 0.7520 0.7455 0.7392
8 Years Younger 0.8181 0.8114 0.8047 0.7983 0.7919 0.7856 0.7792 0.7729 0.7665 0.7602 0.7541 0.7483
7 Years Younger 0.8222 0.8158 0.8095 0.8033 0.7973 0.7912 0.7852 0.7792 0.7732 0.7673 0.7616 0.7563
6 Years Younger 0.8251 0.8189 0.8129 0.8070 0.8012 0.7955 0.7898 0.7841 0.7784 0.7728 0.7675 0.7626
5 Years Younger 0.8299 0.8241 0.8184 0.8128 0.8074 0.8020 0.7967 0.7913 0.7860 0.7809 0.7761 0.7716
4 Years Younger 0.8352 0.8297 0.8244 0.8192 0.8141 0.8091 0.8041 0.7992 0.7943 0.7896 0.7852 0.7811
3 Years Younger 0.8391 0.8339 0.8290 0.8242 0.8194 0.8147 0.8100 0.8054 0.8009 0.7966 0.7925 0.7889
2 Years Younger 0.8439 0.8391 0.8345 0.8300 0.8255 0.8211 0.8169 0.8126 0.8085 0.8046 0.8010 0.7977
1 Year Younger 0.8489 0.8445 0.8402 0.8360 0.8319 0.8279 0.8240 0.8201 0.8164 0.8128 0.8096 0.8067
Same Age 0.8542 0.8501 0.8462 0.8423 0.8386 0.8349 0.8313 0.8278 0.8244 0.8211 0.8182 0.8156
1 Year Older 0.8588 0.8551 0.8515 0.8479 0.8445 0.8412 0.8379 0.8347 0.8316 0.8287 0.8261 0.8240
2 Years Older 0.8634 0.8600 0.8566 0.8534 0.8502 0.8471 0.8441 0.8412 0.8383 0.8357 0.8336 0.8320
3 Years Older 0.8689 0.8658 0.8628 0.8598 0.8569 0.8541 0.8514 0.8488 0.8462 0.8441 0.8425 0.8416
4 Years Older 0.8743 0.8715 0.8687 0.8660 0.8633 0.8608 0.8582 0.8558 0.8537 0.8521 0.8511 0.8507
5 Years Older 0.8806 0.8781 0.8756 0.8731 0.8707 0.8684 0.8661 0.8642 0.8626 0.8617 0.8612 0.8615
6 Years Older 0.8868 0.8844 0.8822 0.8799 0.8776 0.8755 0.8736 0.8722 0.8712 0.8708 0.8709 0.8717
7 Years Older 0.8920 0.8899 0.8878 0.8856 0.8836 0.8818 0.8805 0.8796 0.8792 0.8793 0.8800 0.8814
8 Years Older 0.8973 0.8953 0.8933 0.8913 0.8896 0.8883 0.8875 0.8872 0.8873 0.8878 0.8890 0.8909
9 Years Older 0.9026 0.9006 0.8987 0.8970 0.8957 0.8949 0.8947 0.8948 0.8953 0.8963 0.8980 0.9003
10 Years Older 0.9085 0.9067 0.9051 0.9039 0.9031 0.9029 0.9032 0.9038 0.9048 0.9062 0.9083 0.9109
11 Years Older 0.9122 0.9106 0.9094 0.9086 0.9083 0.9085 0.9091 0.9101 0.9114 0.9133 0.9156 0.9185
12 Years Older 0.9162 0.9150 0.9141 0.9137 0.9140 0.9145 0.9155 0.9168 0.9185 0.9205 0.9232 0.9263
13 Years Older 0.9230 0.9222 0.9219 0.9221 0.9227 0.9237 0.9250 0.9267 0.9286 0.9311 0.9341 0.9375
14 Years Older 0.9277 0.9273 0.9274 0.9279 0.9288 0.9301 0.9316 0.9335 0.9359 0.9386 0.9417 0.9451
15 Years Older 0.9305 0.9305 0.9310 0.9317 0.9328 0.9342 0.9360 0.9382 0.9408 0.9435 0.9465 0.9499
16 Years Older 0.9368 0.9372 0.9380 0.9390 0.9404 0.9421 0.9443 0.9468 0.9495 0.9523 0.9554 0.9591
17 Years Older 0.9429 0.9436 0.9445 0.9458 0.9473 0.9494 0.9519 0.9545 0.9572 0.9600 0.9633 0.9673
18 Years Older 0.9468 0.9477 0.9488 0.9501 0.9520 0.9543 0.9568 0.9594 0.9620 0.9649 0.9684 0.9726
19 Years Older 0.9506 0.9516 0.9527 0.9544 0.9565 0.9589 0.9613 0.9637 0.9664 0.9695 0.9732 0.9776
20 Years Older 0.9556 0.9566 0.9581 0.9601 0.9623 0.9646 0.9671 0.9697 0.9726 0.9760 0.9800 0.9847
<CAPTION>
Spouse's Age
Nearest Birthday
in Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------
Nearest Birthday 72 73 74 75
---------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
20 Years Younger 0.6655 0.6562 0.6472 0.6386
19 Years Younger 0.6708 0.6618 0.6531 0.6447
18 Years Younger 0.6753 0.6666 0.6581 0.6501
17 Years Younger 0.6817 0.6732 0.6651 0.6574
16 Years Younger 0.6871 0.6789 0.6711 0.6638
15 Years Younger 0.6928 0.6850 0.6775 0.6706
14 Years Younger 0.6987 0.6913 0.6842 0.6777
13 Years Younger 0.7050 0.6979 0.6912 0.6851
12 Years Younger 0.7124 0.7057 0.6994 0.6938
11 Years Younger 0.7202 0.7139 0.7081 0.7029
10 Years Younger 0.7267 0.7209 0.7156 0.7108
9 Years Younger 0.7333 0.7279 0.7231 0.7187
8 Years Younger 0.7429 0.7380 0.7336 0.7298
7 Years Younger 0.7514 0.7469 0.7430 0.7396
6 Years Younger 0.7581 0.7541 0.7505 0.7475
5 Years Younger 0.7675 0.7639 0.7608 0.7581
4 Years Younger 0.7775 0.7744 0.7716 0.7694
3 Years Younger 0.7856 0.7828 0.7804 0.7786
2 Years Younger 0.7948 0.7923 0.7905 0.7894
1 Year Younger 0.8041 0.8021 0.8009 0.8006
Same Age 0.8135 0.8121 0.8116 0.8120
1 Year Older 0.8225 0.8218 0.8220 0.8232
2 Years Older 0.8311 0.8310 0.8319 0.8338
3 Years Older 0.8413 0.8420 0.8436 0.8461
4 Years Older 0.8511 0.8524 0.8545 0.8575
5 Years Older 0.8626 0.8645 0.8672 0.8707
6 Years Older 0.8733 0.8758 0.8789 0.8826
7 Years Older 0.8835 0.8864 0.8899 0.8941
8 Years Older 0.8935 0.8966 0.9005 0.9051
9 Years Older 0.9031 0.9066 0.9108 0.9157
10 Years Older 0.9141 0.9180 0.9226 0.9277
11 Years Older 0.9220 0.9260 0.9306 0.9359
12 Years Older 0.9300 0.9341 0.9389 0.9444
13 Years Older 0.9413 0.9457 0.9508 0.9570
14 Years Older 0.9489 0.9535 0.9590 0.9655
15 Years Older 0.9538 0.9587 0.9644 0.9713
16 Years Older 0.9635 0.9688 0.9751 0.9825
17 Years Older 0.9720 0.9777 0.9844 0.9922
18 Years Older 0.9776 0.9835 0.9906 0.9988
19 Years Older 0.9828 0.9890 0.9963 1.0046
20 Years Older 0.9903 0.9970 1.0046 1.0132
</TABLE>
BASIS: 9.00%, UP84 (0, -3) 11-JUN-1993
<PAGE> 47
<TABLE>
<CAPTION>
TELEFLEX SALARIED
TABLE OF FACTORS TO CONVERT AN AMOUNT OF PENSION PAYABLE TO AN EMPLOYEE FOR LIFE WITH 5 YEARS CERTAIN TO
AN ACTUARIALLY EQUIVALENT AMOUNT OF PENSION PAYABLE TO THE EMPLOYEE FOR LIFE WITH 100% OF THE PENSION AMOUNT
PAYABLE TO THE EMPLOYEE CONTINUED TO THE EMPLOYEE'S SPOUSE FOR THE PERIOD, IF ANY, THAT THE SPOUSE SURVIVES THE EMPLOYEE
------------------------------------------------------------------------------------------------------------------------
Spouse's Age
Nearest Birthday
In Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------------------------------------------------------------------------------
Nearest Birthday 60 61 62 63 64 65 66 67 68 69 70 71
---------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 Years Younger 0.7803 0.7708 0.7612 0.7516 0.7420 0.7325 0.7230 0.7135 0.7040 0.6943 0.6846 0.6750
19 Years Younger 0.7829 0.7736 0.7642 0.7549 0.7455 0.7362 0.7270 0.7177 0.7084 0.6989 0.6895 0.6801
18 Years Younger 0.7848 0.7756 0.7665 0.7573 0.7481 0.7391 0.7301 0.7211 0.7119 0.7027 0.6935 0.6843
17 Years Younger 0.7881 0.7792 0.7702 0.7613 0.7524 0.7436 0.7349 0.7261 0.7172 0.7082 0.6993 0.6904
16 Years Younger 0.7906 0.7819 0.7731 0.7644 0.7558 0.7473 0.7388 0.7302 0.7215 0.7128 0.7041 0.6955
15 Years Younger 0.7932 0.7847 0.7762 0.7678 0.7594 0.7511 0.7429 0.7345 0.7261 0.7177 0.7093 0.7009
14 Years Younger 0.7961 0.7878 0.7796 0.7713 0.7632 0.7552 0.7472 0.7391 0.7310 0.7228 0.7146 0.7066
13 Years Younger 0.7991 0.7911 0.7831 0.7751 0.7673 0.7595 0.7518 0.7440 0.7361 0.7281 0.7202 0.7125
12 Years Younger 0.8029 0.7951 0.7874 0.7797 0.7721 0.7647 0.7572 0.7497 0.7421 0.7344 0.7268 0.7195
11 Years Younger 0.8069 0.7994 0.7919 0.7845 0.7773 0.7701 0.7629 0.7557 0.7483 0.7410 0.7338 0.7268
10 Years Younger 0.8099 0.8026 0.7954 0.7883 0.7813 0.7744 0.7675 0.7605 0.7534 0.7464 0.7396 0.7330
9 Years Younger 0.8130 0.8059 0.7989 0.7921 0.7855 0.7788 0.7721 0.7654 0.7587 0.7520 0.7455 0.7392
8 Years Younger 0.8181 0.8114 0.8047 0.7983 0.7919 0.7856 0.7792 0.7729 0.7665 0.7602 0.7541 0.7483
7 Years Younger 0.8222 0.8158 0.8095 0.8033 0.7973 0.7912 0.7852 0.7792 0.7732 0.7673 0.7616 0.7563
6 Years Younger 0.8251 0.8189 0.8129 0.8070 0.8012 0.7955 0.7898 0.7841 0.7784 0.7728 0.7675 0.7626
5 Years Younger 0.8299 0.8241 0.8184 0.8128 0.8074 0.8020 0.7967 0.7913 0.7860 0.7809 0.7761 0.7716
4 Years Younger 0.8352 0.8297 0.8244 0.8192 0.8141 0.8091 0.8041 0.7992 0.7943 0.7896 0.7852 0.7811
3 Years Younger 0.8391 0.8339 0.8290 0.8242 0.8194 0.8147 0.8100 0.8054 0.8009 0.7966 0.7925 0.7889
2 Years Younger 0.8439 0.8391 0.8345 0.8300 0.8255 0.8211 0.8169 0.8126 0.8085 0.8046 0.8010 0.7977
1 Year Younger 0.8489 0.8445 0.8402 0.8360 0.8319 0.8279 0.8240 0.8201 0.8164 0.8128 0.8096 0.8067
Same Age 0.8542 0.8501 0.8462 0.8423 0.8386 0.8349 0.8313 0.8278 0.8244 0.8211 0.8182 0.8156
1 Year Older 0.8588 0.8551 0.8515 0.8479 0.8445 0.8412 0.8379 0.8347 0.8316 0.8287 0.8261 0.8240
2 Years Older 0.8634 0.8600 0.8566 0.8534 0.8502 0.8471 0.8441 0.8412 0.8383 0.8357 0.8336 0.8320
3 Years Older 0.8689 0.8658 0.8628 0.8598 0.8569 0.8541 0.8514 0.8488 0.8462 0.8441 0.8425 0.8416
4 Years Older 0.8743 0.8715 0.8687 0.8660 0.8633 0.8608 0.8582 0.8558 0.8537 0.8521 0.8511 0.8507
5 Years Older 0.8806 0.8781 0.8756 0.8731 0.8707 0.8684 0.8661 0.8642 0.8626 0.8617 0.8612 0.8615
6 Years Older 0.8868 0.8844 0.8822 0.8799 0.8776 0.8755 0.8736 0.8722 0.8712 0.8708 0.8709 0.8717
7 Years Older 0.8920 0.8899 0.8878 0.8856 0.8836 0.8818 0.8805 0.8796 0.8792 0.8793 0.8800 0.8814
8 Years Older 0.8973 0.8953 0.8933 0.8913 0.8896 0.8883 0.8875 0.8872 0.8873 0.8878 0.8890 0.8909
9 Years Older 0.9026 0.9006 0.8987 0.8970 0.8957 0.8949 0.8947 0.8948 0.8953 0.8963 0.8980 0.9003
10 Years Older 0.9085 0.9067 0.9051 0.9039 0.9031 0.9029 0.9032 0.9038 0.9048 0.9062 0.9083 0.9109
11 Years Older 0.9122 0.9106 0.9094 0.9086 0.9083 0.9085 0.9091 0.9101 0.9114 0.9133 0.9156 0.9185
12 Years Older 0.9162 0.9150 0.9141 0.9137 0.9140 0.9145 0.9155 0.9168 0.9185 0.9205 0.9232 0.9263
13 Years Older 0.9230 0.9222 0.9219 0.9221 0.9227 0.9237 0.9250 0.9267 0.9286 0.9311 0.9341 0.9375
14 Years Older 0.9277 0.9273 0.9274 0.9279 0.9288 0.9301 0.9316 0.9335 0.9359 0.9386 0.9417 0.9451
15 Years Older 0.9305 0.9305 0.9310 0.9317 0.9328 0.9342 0.9360 0.9382 0.9408 0.9435 0.9465 0.9499
16 Years Older 0.9368 0.9372 0.9380 0.9390 0.9404 0.9421 0.9443 0.9468 0.9495 0.9523 0.9554 0.9591
17 Years Older 0.9429 0.9436 0.9445 0.9458 0.9473 0.9494 0.9519 0.9545 0.9572 0.9600 0.9633 0.9673
18 Years Older 0.9468 0.9477 0.9488 0.9501 0.9520 0.9543 0.9568 0.9594 0.9620 0.9649 0.9684 0.9726
19 Years Older 0.9506 0.9516 0.9527 0.9544 0.9565 0.9589 0.9613 0.9637 0.9664 0.9695 0.9732 0.9776
20 Years Older 0.9556 0.9566 0.9581 0.9601 0.9623 0.9646 0.9671 0.9697 0.9726 0.9760 0.9800 0.9847
<CAPTION>
Spouse's Age
Nearest Birthday
In Relation To Employee's Age Nearest Birthday
Employee's Age ---------------------------------
Nearest Birthday 72 73 74 75
---------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
20 Years Younger 0.6655 0.6562 0.6472 0.6386
19 Years Younger 0.6708 0.6618 0.6531 0.6447
18 Years Younger 0.6753 0.6666 0.6581 0.6501
17 Years Younger 0.6817 0.6732 0.6651 0.6574
16 Years Younger 0.6871 0.6789 0.6711 0.6638
15 Years Younger 0.6928 0.6850 0.6775 0.6706
14 Years Younger 0.6987 0.6913 0.6842 0.6777
13 Years Younger 0.7050 0.6979 0.6912 0.6851
12 Years Younger 0.7124 0.7057 0.6994 0.6938
11 Years Younger 0.7202 0.7139 0.7081 0.7029
10 Years Younger 0.7267 0.7209 0.7156 0.7108
9 Years Younger 0.7333 0.7279 0.7231 0.7187
8 Years Younger 0.7429 0.7380 0.7336 0.7298
7 Years Younger 0.7514 0.7469 0.7430 0.7396
6 Years Younger 0.7581 0.7541 0.7505 0.7475
5 Years Younger 0.7675 0.7639 0.7608 0.7581
4 Years Younger 0.7775 0.7744 0.7716 0.7694
3 Years Younger 0.7856 0.7828 0.7804 0.7786
2 Years Younger 0.7948 0.7923 0.7905 0.7894
1 Year Younger 0.8041 0.8021 0.8009 0.8006
Same Age 0.8135 0.8121 0.8116 0.8120
1 Year Older 0.8225 0.8218 0.8220 0.8232
2 Years Older 0.8311 0.8310 0.8319 0.8338
3 Years Older 0.8413 0.8420 0.8436 0.8461
4 Years Older 0.8511 0.8524 0.8545 0.8575
5 Years Older 0.8626 0.8645 0.8672 0.8707
6 Years Older 0.8733 0.8758 0.8789 0.8826
7 Years Older 0.8835 0.8864 0.8899 0.8941
8 Years Older 0.8935 0.8966 0.9005 0.9051
9 Years Older 0.9031 0.9066 0.9108 0.9157
10 Years Older 0.9141 0.9180 0.9226 0.9277
11 Years Older 0.9220 0.9260 0.9306 0.9359
12 Years Older 0.9300 0.9341 0.9389 0.9444
13 Years Older 0.9413 0.9457 0.9508 0.9570
14 Years Older 0.9489 0.9535 0.9590 0.9655
15 Years Older 0.9538 0.9587 0.9644 0.9713
16 Years Older 0.9635 0.9688 0.9751 0.9825
17 Years Older 0.9720 0.9777 0.9844 0.9922
18 Years Older 0.9776 0.9835 0.9906 0.9988
19 Years Older 0.9828 0.9890 0.9963 1.0046
20 Years Older 0.9903 0.9970 1.0046 1.0132
</TABLE>
BASIS: 9.00%, UP84 (0, -3) 11-JUN-1993
<PAGE> 48
------------------------
TELEFLEX INCORPORATED RETIREMENT INCOME PLAN
Amended and Restated
Effective as of January 1, 1994
<PAGE> 49
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.1 "Accrued Benefit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.2 "Actuarial Equivalent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.3 "Average Monthly Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.4 "Beneficiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.5 "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.6 "Covered Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.7 "Credited Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.8 "Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.9 "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.10 "Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.11 "Hour of Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.12 "Member" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.13 "Normal Form of Retirement Income" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.14 "Pension Administrative Committee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.15 "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.16 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.17 "Predecessor Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.18 "Prior Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.19 "Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.20 "Social Security Retirement Age" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.21 "Trust Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.22 "Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.23 "Trust Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE II ELIGIBILITY FOR MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.1 Eligibility for Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.2 Transfer of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.3 Change of Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE III CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.1 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.2 Member Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE IV RETIREMENT DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.1 Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.2 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.3 Early Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.4 Deferred Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE V RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.1 Upon Normal or Deferred Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.2 Upon Early Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.3 Retirement Benefits Payable or Accrued
Prior to the Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
<PAGE> 50
<TABLE>
<S> <C> <C>
ARTICLE VI TERMINATION BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.1 Upon Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.2 Early Payment of Vested Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.3 Prior Vesting Schedule Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE VII BENEFITS PAYABLE UPON DEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.1 Death Prior to Completion of Ten (10)
Years of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.2 Death Subsequent to Completion of Ten (10)
Years of Service and Prior to Normal
Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.3 Death Subsequent to Normal Retirement
Date and Prior to Actual Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.4 Death of a Retired Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE VIII BENEFIT LIMITATIONS AND PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.1 Duplication of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.2 Benefit Reduction for Cost of Insurance
Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.3 Maximum Benefit Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.4 Limitations Applicable to Twenty-Five (25)
Highest Paid Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.5 Application for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
8.6 Benefit Payment Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.7 Form of Benefit Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.8 Substitute Payee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.9 Unclaimed Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.10 Direct Rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
ARTICLE IX ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.1 Appointment of Pension Administrative
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.2 Organization and Operation of the Pension
Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
9.3 Duties and Responsibilities of the Pension
Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
9.4 Records and Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
9.5 Required Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.6 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
9.8 Procedure For Appeal of Denial of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
ARTICLE X AMENDMENT, MERGER AND TERMINATION OF THE
PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
10.2 Merger of Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.3 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
10.4 Manner and Order of Allocation of Trust
Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.5 Distribution Methods and Satisfaction of
Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
</TABLE>
ii
<PAGE> 51
<TABLE>
<S> <C> <C>
ARTICLE XI PARTICIPATING EMPLOYERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.1 Adoption of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.2 Alternative Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.3 Discontinuance of Contributions, Withdrawal
or Termination By Participating Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.4 Merger of Two (2) Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
ARTICLE XII GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.1 Exclusiveness of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.2 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
12.3 Non-Assignability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
12.4 Construction of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
12.5 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
12.6 Titles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
12.7 Counterparts as Original . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
12.8 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
12.9 Internal Revenue Service Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
ARTICLE XIII TOP HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
13.1 Top Heavy Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
13.2 Minimum Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
13.3 Minimum Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
13.4 Change in Top Heavy Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
13.5 Distribution to Five Percent (5%) Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
13.6 Impact on Maximum Benefit Limitation
Contained in Section 8.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
ARTICLE XIV NAMED FIDUCIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
14.1 Pension Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
14.2 Pension Investment Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
14.3 References to the Pension Administrative
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SCHEDULE A - COVERED LOCATIONS
SCHEDULE B - PREVIOUS BENEFIT FORMULA
SCHEDULE C - SCHEDULE OF ALTERNATE PLAN PROVISIONS FOR
PILING - WECK EMPLOYEES
EXHIBIT I - SOCIAL SECURITY BENEFIT CALCULATION
PROCEDURE
EXHIBIT II - ACTUARIAL EQUIVALENTS
</TABLE>
iii
<PAGE> 52
INTRODUCTION
Effective as of July 1, 1973, Gulf & Western Manufacturing
Company adopted the "Gulf & Western Engineering Group Employees' Retirement
Plan" (hereinafter referred to as the "Prior Plan") as a successor plan to the
"Gulf & Western Industries, Inc. Salaried Employees' Retirement Plan" and the
"Gulf & Western Industries, Inc. Hourly Employees' Retirement Plan." The
Prior Plan was amended and restated effective July 1, 1976.
Effective September 12, 1985, Gulf & Western Consumer and
Industrial Products Division was purchased by Wickes Companies, Inc.
Accordingly, effective September 12, 1985, the Gulf & Western Engineering Group
Employees' Retirement Plan was renamed the Wickes Engineering Group Employees'
Retirement Plan.
Effective April 1, 1993 the Engineering Group was acquired by
Teleflex Incorporated and the Plan renamed the Teleflex Incorporated Retirement
Income Plan.
This Plan establishes the benefits, rights and obligations of
all eligible employees and of all persons claiming through or under such
eligible employees after the Plan's effective date, and is intended to be in
compliance
<PAGE> 53
with the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"). This revised Plan document is an amendment, revision and restatement
of the Plan document dated effective January 1, 1994.
2
<PAGE> 54
TELEFLEX INCORPORATED RETIREMENT INCOME PLAN
ARTICLE I
DEFINITIONS
1.1 "Accrued Benefit"
The Normal Form of Retirement Income, as computed in
accordance with Section 5.1, based on the Member's Average Monthly Compensation
and Credited Service to the date of reference.
1.2 "Actuarial Equivalent"
A benefit of equal value, as computed by an enrolled actuary,
determined on the basis of the actuarial equivalents last adopted by the
Pension Committee, as set forth in Exhibit II.
For purposes of Section 8.7(d), the present value of an
Accrued Benefit shall be calculated: (a) by using an interest rate equal to
the lesser of the rate specified in Exhibit II or the "applicable interest
rate" if the vested Accrued Benefit using such rate is not greater than
$25,000, and (b) by using an interest rate equal to the lesser of the rate
specified in Exhibit II or 120% of the "applicable interest rate" if the vested
Accrued Benefit exceeds $25,000 as determined under (a), but in no event shall
the present value calculated under clause (b) be less than $25,000. For this
purpose the "applicable interest rate" shall mean the
3
<PAGE> 55
interest rate which would be used as of the date of distribution by the Pension
Benefit Guaranty Corporation for the purpose of determining the present value
of a lump sum distribution on plan termination.
1.3 "Average Monthly Compensation"
The Monthly Compensation of a Member averaged over the 60
consecutive months which produce the highest average during the 120 month
period, or the number of months as an Employee if less than 120, prior to the
Member's Retirement Date, date of termination of employment, or date of his
death, whichever date is applicable.
As used herein, "Monthly Compensation" shall mean total
remuneration paid by the Employer, for services rendered to the Employer,
exclusive of the cost to the Employer of fringe benefits, deferred compensation
(other than compensation deferred under Section 401(k) of the Code), severance
pay, special pay, special bonuses, or fees under contract for advisory or other
services, divided by the number of full months that the Member was employed by
the Employer during the calendar year. Average Monthly Compensation, on an
annualized basis, shall in no event exceed $150,000 as adjusted at the same
time and in the same manner as permitted in accordance with Section 415(d) of
the Code for each Member participating in the Plan. In determining the
compensation of a Member, the rules of Section 414(q)(6) of the Code shall
apply, except the term
4
<PAGE> 56
"family" shall include only the spouse of the Member and any lineal descendants
of the Member who have not attained age 19 before the close of the Plan Year.
A Member on an Employer approved leave of absence shall be
deemed to have received remuneration during his period of absence equal to his
basic rate of pay in effect immediately prior to such absence.
In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual compensation of
each Employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner for increases in the cost of living in
accordance with section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (determination
period) beginning in such calendar year. If a determination period consists of
fewer than 12 months OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under
5
<PAGE> 57
section 401(a)(17) of the Code shall mean the OBRA '93 annual compensation
limit set forth in this provision.
If compensation for any prior determination period is taken
into account in determining an Employee's benefits accrued in the current plan
year, the compensation for the prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.
1.4 "Beneficiary"
The person or person designated by the Member to receive
benefits under the Plan in the event of death. In the event such Member is
married, such designation shall include the written and notarized consent of
the spouse on forms provided by the Committee. If no designation is made or if
no designated person survives the Member, "Beneficiary" shall mean the Member's
spouse and if none, the Member's estate.
1.5 "Board of Directors"
The Board of Directors or the Executive Committee of the Board
of Directors of Teleflex Incorporated, a Delaware corporation.
6
<PAGE> 58
1.6 "Covered Compensation"
The average of the Social Security maximum taxable wage bases
for the 35 calendar years ending with the year the Member would attain his
Social Security Normal Retirement Age. In determining a Member's Covered
Compensation for any particular Plan Year, it will be assumed that the Social
Security maximum taxable wage base in effect at the beginning of the Plan Year
will remain the same for all future years.
1.7 "Credited Service"
(a) Service, as defined herein at Section 1.19, and
as may be amended by Schedule C, excluding:
(i) Any period of time prior to the
attainment of age 21 (age 25 if a Member prior to July 1, 1985);
(ii) Any period of time subsequent to the
first twelve months of a Member's lay-off;
(iii) Any period of time subsequent to the
first twelve months of a Member's leave of absence, unless such leave of
absence was due to a Member's Permanent Disability. As used herein, "Permanent
Disability" shall mean any physical or mental condition entitling such Member
to receive benefits under the Employer's Long Term Disability Benefits
Insurance Plan or under the disability insurance provisions of the Federal
Social Security Act;
7
<PAGE> 59
(iv) Military service of a Member not
required by law to be counted as "Credited Service";
(v) Any period of time between the date a
Member's employment is terminated, or is deemed terminated in accordance
with subsection 1.19(d) or (e), and the date of his return to the employ of the
Employer; and
(vi) Any period of time subsequent to the
first day of the month coincident with or next following a Member's Normal
Retirement Date, for Plan Years prior to 1988.
(b) Notwithstanding Subsection (a), subsequent to
the Effective Date, a Member shall not accrue additional "Credited Service"
for purposes of determining his Accrued Benefit for any period of time during
which he is classified as an Inactive Member.
(c) Notwithstanding Subsection (a), upon the
reemployment of an Employee who was not a Vested Member in accordance with
Subsection 6.1(b), when he last terminated employment with the Employer
subsequent to the Effective Date, he shall be deemed a new Employee and shall
not receive credit for "Credited Service" prior to the date he last terminated
employment with the Employer unless (i) his Service prior to such termination
of employment was equal to or greater than his period of absence; or (ii) he
returned at the request of the Employer following a layoff or following a leave
of absence; or (iii) his absence did not
8
<PAGE> 60
exceed five years. Notwithstanding the above, the reemployed Employee shall
not be deemed terminated as a result of maternity or paternity leave as
provided in Section 1.18(d)(iii).
1.8 "Effective Date"
July 1, 1976.
1.9 "Employee"
Any salaried or non-union hourly person in the employ of the
Employer at or reporting to a "covered location," as set forth in Schedule A
annexed hereto, exclusive of persons represented by a collective bargaining
unit recognized by the Employer.
"Employee" shall exclude any person who is employed as an
independent contractor. "Employee" shall not include leased employees within
the meaning of Code Section 414(n)(2) except to the extent such leased
employees are required to be included in order for the Plan to comply with the
minimum participation requirements set forth in Code Sections 401(a)(3) and 410
or the nondiscrimination requirements set forth in Section 401(a)(4) of the
Code. If leased employees are eligible to be included in the Plan, their
participation shall be excluded, nonetheless, if they are covered by a plan
described in Code Section 414(n)(5) and, with respect to services performed
after December 31, 1986, such leased employees do not constitute more than 20%
of the Employer's non-highly compensated work force. For
9
<PAGE> 61
purposes of this definition, the term "non-highly compensated work force" has
the meaning given such term by Code Section 414(n)(5)(C)(ii).
1.10 "Employer"
(a) Teleflex Incorporated, a Delaware corporation,
for its Employees employed at or reporting to a "covered location", as set
forth in Schedule A annexed hereto, and any legal successor thereof; and
(b) any other corporation, division, plant or other
entity which duly adopts the Plan with the approval of the Board of Directors.
1.11 "Hour of Service"
(a) Each hour for which the Employee is compensated
by the Employer, or a business entity which is a member of a controlled group
with the Employer as defined in Section 1563(a) of the Code, determined
without regard to Subsections (a)(4) or (e)(3)(C) thereof, for performing
duties for the Employer or such other business entity or for reasons other
than the performance of duties. Where an Employee is awarded back pay, the
back pay, irrespective of mitigation of damages, shall be deemed
compensation for the period to which the award pertains. All "Hours of
Service" will be credited in accordance with Department of Labor Regulation
2530.200b-2(b) and (c).
1.12 "Member"
All classifications as herein defined:
10
<PAGE> 62
(a) "Active Member" - An Employee participating in
the Plan in accordance with Article II.
(b) "Inactive Member" - A participant in the Plan
who is no longer an Employee but who is employed by an affiliated company and
hence shall be treated as an Active Member for all purposes of the Plan,
except he shall not accrue a benefit in accordance with Section 5.1 while
so classified.
(c) "Retired Member" - A participant in the Plan
who has retired and is in receipt of a benefit in accordance with Article IV,
or a participant in the Plan who has terminated employment and is in receipt
of a benefit in accordance with Subsection 6.1(b).
(d) "Vested Member" - A participant in the Plan
whose employment has terminated with the Employer and is entitled to a benefit
in accordance with Subsections 5.2 or 6.1(b).
1.13 "Normal Form of Retirement Income"
A pension payable, from the applicable benefit commencement
date, for the life of the Member.
1.14 "Pension Administrative Committee"
The persons appointed to administer the Plan, in accordance
with Article IX.
1.15 "Plan"
The pension plan described herein, and as may be supplemented
and amended from time-to-time.
11
<PAGE> 63
1.16 "Plan Year"
A period of twelve months commencing on each July 1st and
ending on June 30th thereafter.
1.17 "Predecessor Plan"
(a) "Gulf & Western Industries, Inc. Salaried
Employees' Retirement Plan" in effect on June 30, 1973.
(b) "Gulf & Western Industries, Inc. Hourly
Employees' Retirement Plan" in effect on June 30, 1973.
1.18 "Prior Plan"
"Gulf & Western Engineering Group Employees' Retirement Plan"
in effect prior to the Effective Date.
1.19 "Service"
As may be modified by Schedule C shall include:
(a) (i) The most recent period of
uninterrupted employment with the Employer, or any predecessor of the Employer
prior to the Effective Date, as determined solely in accordance with the terms
of the Prior Plan; plus
(ii) the total period of employment during
which the Employee is accruing Hours of Service with the Employer or with any
other business entity which is a member of a controlled or affiliated
service group with the Employer as defined in Code Sections 414(b), (c), (m)
and (o), subsequent to the Effective Date.
(b) "Service" shall be measured in years and full
months.
12
<PAGE> 64
(c) Notwithstanding Subsection (a)(ii), upon the
reemployment of an Employee who was not a Vested Member in accordance with
Subsection 6.1(b), when he last terminated employment with the Employer
subsequent to the Effective Date, he shall not receive credit for "Service"
prior to the date he last terminated employment with the Employer, unless (i)
his "Service" prior to such termination of employment was equal to or greater
than his period of absence; or (ii) he returned at the request of the Employer
following a layoff; or (iii) his absence did not exceed five years.
(d) The employment of a person shall not be deemed
terminated:
(i) while he is in the military service of
the United States of America, provided he returns to the employ of the
Employer during the period of time provided by law after serving in the
military service for which his re-employment rights are protected under the
Military Selective Service Act of 1967 or any successor Act; or
(ii) while he is on a leave of absence
approved by the Employer, provided he returns to the employ of the Employer
within the period of time specified by the Employer for such leave of
absence.
If a person in military service or on a leave of absence does
not return to the employ of the Employer within the period of time provided
above, his employment shall be
13
<PAGE> 65
deemed to have terminated on the first anniversary date following the last day
during which he was actually employed by the Employer prior to his absence.
(iii) for up to two years from the date a
person is absent from work (A) by reason of the pregnancy of such
individual, (B) by reason of the birth of a child to such individual, (C) by
reason of the placement of a child in connection with the adoption of a child
by the individual, or (D) for purposes of caring for a child during the period
immediately following its birth or placement for adoption. However, the period
between the first and second anniversaries of the first date of absence from
work is neither a period of Service nor a period of severance.
(e) The employment of a person shall be deemed
terminated on the first anniversary date following the last day during which
he was actually employed prior to the date of any lay-off, or, if earlier, the
date of recall by the Employer where the Member does not timely resume
employment with the Employer.
(f) Notwithstanding the foregoing Subsections, a
Member's employment shall not be deemed terminated and such Member shall
accrue uninterrupted "Service" if he returns to the employ of the
Employer within 12 months of:
(i) the date on which he voluntarily
terminated employment with the Employer;
14
<PAGE> 66
(ii) the date on which his employment was
terminated by the Employer; or
(iii) the date on which his employment was
deemed terminated, in accordance with Subsections (d) and (e), following a
leave of absence or layoff.
1.20 "Social Security Retirement Age"
The age used as the retirement age of the Member under section
216(l) of the Social Security Act, except that such Section shall be applied
without regard to the age increase factor, and as if the earlier age under
Section 216(l)(a) of such Act was 62.
1.21 "Trust Agreement"
The instrument executed by the Employer and the Trustee fixing
the rights and liabilities of each with respect to holding and administering
the Trust Fund for the purposes of the Plan.
1.22 "Trustee"
The trustee, trustees, or any successor trustee, appointed by
the Board of Directors, acting at any time under the terms of the Trust
Agreement.
1.23 "Trust Fund"
All assets held at any time by the Trustee under the terms of
the Trust Agreement.
15
<PAGE> 67
ARTICLE II
ELIGIBILITY FOR MEMBERSHIP
2.1 Eligibility for Membership
(a) Each Employee in the employ of the Employer on
the Effective Date, who was a participant in the Prior Plan, shall continue as
a Member on such date.
(b) Each Employee in the employ of the Employer
shall become an Active Member upon his completion of one year of Service, or
upon the attainment of age 21, if later.
(c) The provisions of this Section 2.1 may be
modified by Schedule C. For purposes of this Section only, a "Year of
Service" shall mean the completion of 1,000 Hours of Service during any
Computation Period. "Computation Period" shall mean the twelve month period
commencing on the date the Member completes his first Hour of Service, and on
each anniversary date thereafter.
2.2 Transfer of Employment
If an Active or Inactive Member enters directly into the
employ of another Employer he shall continue his membership hereunder. Such
Member shall receive credit for his aggregate Service with all Employers, but
employment by two or more Employers during the same period of time shall not
create more than one period of time for the purpose of determining Service.
16
<PAGE> 68
2.3 Change of Status
(a) If an Active Member while still employed by the
Employer or a business entity which is a member of a controlled group with the
Employer as defined in Section 1563(a) of the Code, determined without regard
to Subsections (a)(4) or (e)(3)(C) thereof, ceases to be an Employee, as
defined in Section 1.9, because he is no longer a salaried or non-union hourly
person employed at or reporting to a "covered location," or because he becomes
represented by a collective bargaining unit recognized by the Employer, he
shall become an Inactive Member and shall no longer continue to accrue
Credited Service for purposes of benefit accrual until he again becomes an
Employee, but shall continue to accrue Service for purpose of vesting.
(b) (i) If an Inactive Member, who ceased to be an
Employee, as defined in Section 1.9, because he was no longer a salaried or
non-union hourly person employed at or reporting to a "covered location,"
retires or terminates employment with the Employer or a business entity which
is a member of a controlled group with the Employer as defined in Section
1563(a) of the Code, determined without regard to Subsections (a)(4) or
(e)(3)(C) thereof, the Accrued Benefit, if any, to which he may be entitled
under the Plan, shall be based on (A) his Service and Credited Service to the
date he became an Inactive Member; and (B) his Average Monthly Compensation
determined on such date.
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(ii) If an Inactive Member, who ceased to be an
Employee, as defined in Section 1.9, because he became represented by a
collective bargaining unit recognized by the Employer, retires or terminates
employment with the Employer or a business entity which is a member of a
controlled group with the Employer as defined in Section 1563(a) of the Code,
determined without regard to Subsection (a)(4) or (e)(3)(C) thereof, the
Accrued Benefit, if any, to which he may be entitled under the Plan shall be
determined as if he had retired or terminated employment on the date he became
an Inactive Member.
ARTICLE III
CONTRIBUTIONS
3.1 Employer Contributions
(a) The Employer intends to contribute to the Trust
Fund such amounts as are actuarially required to fund the benefits of the
Plan. The annual valuation for actuarially determining such amounts shall be
based on the method of funding, actuarial assumptions and, if applicable, the
period of amortization of any unfunded actuarial liability, as adopted in
accordance with, Subsection 9.3(e).
Forfeitures arising from a Member's termination of employment
prior to becoming a Vested Member, in accordance with Section 6.1, shall be
used to reduce the Employer's contribution. Except as is required by
applicable law, the
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Employer does not guarantee either the making of the contributions or the
payment of the benefits under the Plan. Except as is prohibited by applicable
law, the Employer reserves the right to reduce, suspend or discontinue its
contributions under the Plan for any reason at any time.
(b) All contributions are made subject to current
tax deductibility and continued qualification of the Plan and Trust Fund.
Amounts contributed by the Employer:
(i) as the result of a mistake in fact shall
be returned to the Employer within one year of the date of contribution; and
(ii) which are disallowed as a tax deduction
by the Internal Revenue Service shall be returned to the Employer within one
year of the date of disallowance.
3.2 Member Contributions
No contributions shall be required of Members.
3.3 Payment of Expenses
All expenses of the Plan and Trust Fund, unless paid by the
Employer, will be paid out of the assets of the Trust Fund.
ARTICLE IV
RETIREMENT DATES
4.1 Retirement Date
Wherever in the Plan reference is made to Retirement or a
Retirement Date, it shall mean the Normal, Early
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or Deferred Retirement Date, in accordance with the provisions of this Article.
4.2 Normal Retirement Date
An Active or Inactive Member shall have the right to retire on
the date on which he attains age 65, or the Effective Date, if later; such date
being known as his Normal Retirement Date.
4.3 Early Retirement Date
An Active or Inactive Member who has completed ten years of
Service may elect to retire on the first day of any month coincident with or
next following his attainment of age 55; such date being known as his Early
Retirement Date.
4.4 Deferred Retirement Date
An Active or Inactive Member who continues his employment
after his Normal Retirement Date shall continue as an Active or Inactive Member
until his actual retirement on the first day of any subsequent month; such date
being known as his Deferred Retirement Date.
ARTICLE V
RETIREMENT BENEFITS
5.1 Upon Normal or Deferred Retirement
Upon retirement at his Normal or Deferred Retirement Date, an
Active or Inactive Member shall, subject to Article VIII, receive a monthly
Normal Form of Retirement
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Income equal to the sum of the amounts set forth in (a) and (b) below, subject
to (c) and (d) below:
(a) 1.05% of the lesser of the Member's Average
Monthly Compensation or one-twelfth of his Covered Compensation determined on
his date of termination of employment, multiplied by his Credited Service to a
maximum of 40 years.
(b) 1.5% of the excess, if any, of the Member's
Average Monthly Compensation over one-twelfth of his Covered Compensation
determined on his date of termination of employment, multiplied by his
Credited Service to a maximum of 40 years.
(c) For Member's with compensation for a plan year
prior to June 30, 1994 in excess of $150,000, in no event will such Member's
benefit determined according to (a) and (b) of this Section 5.1 be less than
the sum of:
(i) the Member's Accrued Benefit on June 30,
1994 frozen in accordance with Section 1.401(a)(4)-13 of the Regulations and
(ii) the Member's Accrued Benefit determined
using the benefit formula applicable on or after July 1, 1994 with respect to
Credited Service earned on or after July 1, 1994.
(d) In no event will a Member's benefit determined
according to (a) and (b) of this Section 5.1 be less than the Member's Accrued
Benefit as of July 31, 1989 (June 30, 1989 for employees who met the
description in
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Section 414(q)(1)(B) as of June 30, 1989) under Section 5.1 of the Plan in
effect on July 31, 1989, which previous Plan provision is set forth in Schedule
B hereto.
5.2 Upon Early Retirement
(a) Upon retirement at his Early Retirement Date, an
Active or Inactive Member shall, subject to Article VIII, receive at his
Normal Retirement Date, his Accrued Benefit based on his Average Monthly
Compensation determined on his Early Retirement Date and his Credited Service
to his Early Retirement Date.
(b) Notwithstanding Subsection (a), an Active or
Inactive Member may irrevocably elect prior to his Early Retirement Date, to
have his early retirement benefit commence on the first day of any subsequent
month. In such event, the Active or Inactive Member's early retirement
benefit shall be reduced by .35% for each month that the Member's benefit
commencement date precedes his Normal Retirement Date.
5.3 Retirement Benefits Payable or Accrued Prior
to the Effective Date
All benefits payable or accrued prior to the Effective Date to
terminated or retired participants of the Prior Plan shall be paid or continue
to be paid under the terms of the Prior Plan.
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ARTICLE VI
TERMINATION BENEFITS
6.1 Upon Termination of Employment
(a) If an Active or Inactive Member's employment is
terminated with the Employer prior to qualifying for any other benefits under
the Plan and if an Active or Inactive Member fails to complete ten years of
Service (five years of Service with respect to those Members who perform at
least one hour of Service on or after July 1, 1989), there shall be no
benefits payable under the Plan and such "benefits" shall be deemed cashed out
upon such Member's termination of employment.
(b) If, however, an Active or Inactive Member
completes ten years of Service (five years of Service with respect to those
Members who perform at least one hour of Service on or after July 1, 1989), he
shall become a Vested Member and shall, at his Normal Retirement Date be
entitled to elect to become a Retired Member and subject to Article VIII, be
entitled to receive his Accrued Benefit based on his Average Monthly
Compensation determined on the date his employment terminated with the
Employer, and his Credited Service to the date his employment terminated with
the Employer.
6.2 Early Payment of Vested Benefit
A Vested Member, who terminates employment subsequent to the
Effective Date, may elect to commence
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payment of his benefit payable in accordance with Subsection 6.1(b) on the
first day of any month coincident with or following his attainment of age 55 by
filing a written request with the Pension Administrative Committee. In such
event, the Vested Member's benefit shall be actuarially reduced in accordance
with the actuarial assumption set forth in the Plan for each month that the
Member's benefit commencement date precedes his Normal Retirement Date.
6.3 Prior Vesting Schedule Election
If the vesting schedule set forth in this Plan is amended, the
non-forfeitable percentage will not be less than before the amendment.
Moreover, any Plan amendment changing the vesting schedule of the Plan shall
allow any Member with at least five (5) years of Service (three (3) years of
Service with respect to those Members who perform at least one hour of Service
on or after July 1, 1989) to elect within a reasonable period after the
adoption of such amendment, to have his non-forfeitable percentage computed
under the Plan without regard to such amendment.
ARTICLE VII
BENEFITS PAYABLE UPON DEATH
7.1 Death Prior to Completion of Ten (10) Years
of Service
Upon the death of an Active or Inactive Member prior to his
completion of ten years of Service (five (5)
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years of Service with respect to those Members who perform at least one (1)
hour of Service in any Plan Year which begins after December 31, 1988) or
attainment of his Normal Retirement Date, there shall be no benefits payable
under the Plan.
7.2 Death Subsequent to Completion of Ten (10)
Years of Service and Prior to Normal Retirement
Date
(a) Death Before Early Retirement Date.
Upon the death of an Active or Inactive Member (including a
Member on a leave of absence approved by the Employer) subsequent to his
completion of ten (10) years of Service (five (5) years of Service with respect
to those Members who perform at least one (1) hour of Service in any Plan Year
which begins after December 31, 1988) or a Member who became a Vested Member on
or after August 23, 1984 and prior to attainment of age 55, there shall be no
benefits payable under the Plan, unless the Member had been legally married at
the time of his death, to his present spouse for at least one year. In such
event, the Member's spouse shall be entitled to the 100% joint and survivor
benefit she would have received had the Member terminated employment on the
date preceding his death, retired on his Earliest Retirement Date and had
received his Normal Form of Retirement Income paid in accordance with
Subsection 8.7(b). For purposes of this Article 7, "Earliest Retirement Date"
shall mean the
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first of the month coincident with or next following the Member's 55th
birthday.
(b) Death After Early Retirement Date. Upon the
death of:
(i) an Active or Inactive Member (including
a Member on a leave of absence approved by the Employer) subsequent to his
completion of ten (10) years of Service (five (5) years of Service with
respect to those Members who perform at least one (1) hour of Service on or
after July 1, 1989) and attainment of age 55 and prior to his Normal Retirement
Date; or
(ii) a Vested Member over age 55 at the time
of his death who had accrued at least one hour of Service after August 23,
1984; or
(iii) a Member who retired on his Early
Retirement Date, but had not elected an early commencement of his benefit
in accordance with Subsection 5.2(b), prior to his Normal Retirement Date;
there shall be no benefits payable under the Plan, unless the Member had been
legally married, at the time of his death, to his present spouse for at least
one (1) year. In such event, the Member's spouse shall be entitled to a
survivorship benefit equal to the 100% joint and survivor benefit she would
have received had the Member retired on the day preceding his death and had
received his Normal Form
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of Retirement Income paid in accordance with Subsection 8.7(b).
(c) In addition, upon the death of a Member who
became a Vested Member on or after July 1, 1976 and prior to August 23, 1984
and who dies after August 22, 1984, there shall be no benefits payable under
the Plan, unless the Member had been legally married, at the time of his
death, to his present spouse for at least 1 year. In such event, the Member's
spouse shall be entitled to a survivorship benefit equal to the 50% joint and
survivor benefit she would have received had the Member survived and retired on
his Earliest Retirement Date and had received his Normal Form of Retirement
Income paid in accordance with Subsection 8.7(c) Option 3.
These additional spouse benefits are intended to qualify as
qualified Pre-Retirement survivor annuities under Sections 401(a)(11) and 417
of the Code.
(d) As set forth above, a Vested Member who dies
before the annuity starting date and who has a surviving spouse shall have his
death benefit paid to his surviving spouse in the form of a Pre-Retirement
Survivor Annuity. The Member's spouse may direct that payment of the
Pre-Retirement Survivor Annuity commence not later than the Earliest
Retirement Date under the Plan. However, payment of such benefit will commence
at the time the participant
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<PAGE> 79
would have attained the later of his Normal Retirement Age or age 62, unless
the spouse elects a later date.
7.3 Death Subsequent to Normal Retirement Date
and Prior to Actual Retirement
(a) Upon the death of an Active or Inactive Member
subsequent to his Normal Retirement Date and prior to his actual retirement,
where such Member is not survived by a spouse to whom the Member was legally
married for at least one (1) year on the date of his death, there shall be no
benefits payable under the Plan, unless the Member had elected an option in
accordance with Subsection 8.7(c).
(b) Upon the death of an Active or Inactive Member,
subsequent to his Normal Retirement Date and prior to his actual retirement,
where such Member is survived by a spouse to whom he was legally married for
at least one (1) year on the date of his death, his spouse shall be entitled
to a survivorship benefit in accordance with Subsection 8.7(b), unless the
Member had elected an option in accordance with Subsection 8.7(c).
(c) Upon the death of an Active or Inactive Member
subsequent to his Normal Retirement Date and prior to his actual retirement,
where such Member elected an option in accordance with Subsection 8.7(c), the
Member's Beneficiary shall be entitled to a benefit in accordance with the
terms of the option elected.
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7.4 Death of a Retired Member
Upon the death of a Retired Member, with respect to whom no
joint and survivor benefit had been in effect in accordance with Subsection
8.7(b), or where an option had not been elected in accordance with Subsection
8.7(c), there shall be no benefits payable from the Plan. If a joint and
survivor benefit form had been in effect in accordance with Subsection 6.7(b),
or where an option had been in effect in accordance with Subsection 8.7(c), the
terms of such benefit form or option shall apply.
ARTICLE VIII
BENEFIT LIMITATIONS AND PAYMENT
8.1 Duplication of Benefits
Notwithstanding any provisions of the Plan,
(a) If a Member is entitled to any retirement income
or other benefits attributable to Employer contributions from any other
retirement plan or annuity by reason of a collective bargaining agreement
covering such Member or under any State statute on account of disability
(excluding Worker's Compensation payments), the benefits to which such Member
may be entitled under this Plan shall be reduced. Such reduction shall be in
an amount equal to the portion of such other retirement income or other
benefit attributable to concurrent Service with the Employer for which the
member is receiving a benefit under the Plan.
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(b) In the determination of any benefit
to which a Member will be entitled under the Plan, actuarial adjustments shall
be made to reflect any amounts previously paid to the Member under the Plan.
8.2 Benefit Reduction for Cost of Insurance
Coverage
The retirement income payable to a Retired Member shall, with
the permission of the Pension Administrative Committee, be reduced by the cost
of group insurance premiums, where the Retired Member so elects. The Pension
Administrative Committee shall direct the Trustee to deduct the amount of the
insurance premium from the Member's retirement income and pay such amount
directly to the insurance carrier.
8.3 Maximum Benefit Limitation
Notwithstanding any provisions of the Plan to the contrary, in
no event shall a Member's monthly retirement income exceed the lesser of (a)
$7,500 (the "Dollar Limitation"), or (b) 100% of the Member's average monthly
compensation, as defined in Treasury Regulation 1.415-2(d)(1)(i), during the
three consecutive calendar years of the Member's highest earnings (the
"Compensation Limitation"), subject to:
(i) The above limitations shall apply to a
benefit payable to the Member either as a Normal Form of Retirement Income
or as a joint and surviving option described in Section 8.7(b); if, however,
the benefit is payable in a form other than a joint and survivor option
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described in Section 8.7(b) or other than as a Normal Form of Retirement
Income, the limitations shall apply to the single-life annuity which is the
Actuarial Equivalent of such benefit.
(ii) If a benefit is payable prior to a
Member's attainment of Social Security Retirement Age, the Dollar Limitation
(when expressed as an annual benefit) shall be adjusted so that it is the
Actuarial Equivalent of an annual benefit of $90,000, multiplied by the
Adjustment Factor, as prescribed by the Secretary of the Treasury, beginning at
the Social Security Retirement Age. The adjustment provided for in the
preceding sentence shall be made in such manner as the Secretary of the
Treasury may prescribe which is consistent with the reduction for old age
insurance benefits commencing before the Social Security Retirement Age under
the Social Security Act.
However, for Plan Years prior to July 1, 1987, such Actuarial
Equivalent of the Dollar Limitation shall not result in a Dollar Limitation
which is less than $6,250 with respect to a benefit commencing on or after age
55 or less than the Actuarial Equivalent of such $6,250 Dollar Limitation for a
benefit commencing prior to age 55.
(iii) If a benefit commences after a Member's
attainment of Social Security Retirement Age, the
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Dollar Limitation (when expressed as an annual benefit) shall be adjusted so
that it is the Actuarial Equivalent of an annual benefit of $90,000 beginning
at the Social Security Retirement Age, multiplied by the Adjustment Factor as
prescribed by the Secretary of the Treasury, based on the lesser of the
interest rate assumption under the Plan or on an assumption of five percent
(5%) per year.
(iv) If a Member has fewer than ten (10)
years of participation (as defined for purposes of Code Section 415(b)(5)),
the Member's Accrued Benefit shall not exceed the Dollar Limitation as
adjusted by multiplying such amount by a fraction, the numerator of which is
the Member's number of years (or part thereof) of participation in the Plan,
and the denominator of which is ten.
In no event shall this Subsection reduce the limitations
provided under Sections 415(b)(1) and (4) of the Code to an amount less than
one-tenth of the applicable limitation (as determined without regard to this
Subsection).
To the extent provided by the Secretary of the Treasury, this
Subsection shall be applied separately with respect to each change in the
benefit structure of the Plan.
(v) The maximum Dollar Limitation of $7,500
shall be automatically adjusted as permitted by Treasury Department
regulations to reflect increases in the cost of living. As a result of such an
adjustment, a
32
<PAGE> 84
benefit which had previously been limited by the provisions of this Section may
be increased with respect to future payments to the lesser of the new adjusted
Dollar Limitation amount or the amount of benefit which would have been payable
under this Plan in accordance with Article V.
(vi) In no event shall a Member be limited to
an annual Normal Form of Retirement Income under this Section of less than
$1,000 for each year of Service up to a maximum of $10,000, provided such
Member never participated in a tax qualified defined contribution plan
maintained by the Employer, and his total Normal Form of Retirement Income for
all defined benefit plans of the Employer does not exceed $10,000 for any Plan
Year.
(vii) Where a Member is also a participant of
a tax qualified defined contribution plan maintained by the Employer, the sum
of the Defined Benefit Fraction and the Defined Contribution Fraction may not
exceed 1.0. Where such fraction is exceeded, the Pension Administrative
Committee shall limit the benefit payable under this Plan and/or the annual
additions made on the Member's behalf under the defined contribution plan in
such manner, and in their sole discretion, so that the total of the Defined
Benefit Fraction and the Defined Contribution Fraction would not exceed 1.0.
As used herein, "Defined Benefit Plan Fraction" for any Plan
Year is a fraction, the numerator of which is
33
<PAGE> 85
the Member's projected annual benefit under the Plan (determined at the close
of the Plan Year) and the denominator of which is the lesser of (A) 1.25
multiplied by the larger of the Dollar Limitation, or (B) 1.4 multiplied by the
Compensation Limitation.
As used herein, "Defined Contribution Plan Fraction" for any
Plan Year is a fraction, the numerator of which is the sum of the "annual
additions" (as defined under the tax qualified defined contribution plan) to
the Member's account under the Employer's defined contribution plan during such
Plan Year and for all prior Plan Years and the denominator of which is the
lesser of (A) 1.25 multiplied by the larger of the "dollar limitation" (as
defined in the defined contribution plan), for such Plan Year or (B) 1.4
multiplied by the "compensation limitation" (as defined in the defined
contribution plan) for such Plan Year.
For purposes of computing the defined contribution plan
fraction of Section 415(e)(1) of the Code, "Annual Addition' shall mean the
amount allocated to a participant's account during the limitation year as a
result of:
(a) Employer contributions,
(b) Employee contributions,
(c) Forfeitures, and
(d) Amounts described in Sections 415(1)(1) and
419A(d)(2) of the Code.
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<PAGE> 86
The Annual Addition for any limitation year beginning before January 1, 1987
shall not be recomputed to treat all Employee contributions as an Annual
Addition.
If the Plan satisfied the applicable requirements of Section
415 of the Code as in effect for all limitation years beginning before January
1, 1987, an amount shall be subtracted from the numerator of the defined
contribution plan fraction (not exceeding such numerator) as prescribed by the
Secretary of the Treasury so that the sum of the defined benefit plan fraction
and defined contribution plan fraction computed under Section 415(e)(1) of the
Code (as provided herein) does not exceed 1.0 for such Limitation Year.
Solely for the purposes of applying the limitations of Code
Section 415, as set forth in this Section 8.3, "Compensation" shall include the
Member's wages, salaries, fees for professional service and other amounts for
personal services actually rendered in the course of employment with an
Employer maintaining the Plan (including, but not limited to, sales
commissions, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses and in the case of a Member
thereunder, the Member's earned income (as described in Code Section 401(c)(2)
and the regulations thereunder) paid during the "limitation year."
"Compensation" shall exclude (1)(A) contributions made by the Employer to a
plan of
35
<PAGE> 87
deferred compensation to the extent that, before the application of the Code
Section 415 limitations to the Plan, the contributions are not includable in
the gross income of the Employee for the taxable year in which contributed, (B)
Employer contributions made on behalf of an Employee to a simplified employee
pension plan described in Code Section 408(k) to the extent such contributions
are deductible by the Employee under Code Section 219(a), (C) any distributions
from a plan of deferred compensation regardless of whether such amounts are
includable in the gross income of the Employee when distributed except any
amounts received by an Employee pursuant to an unfunded non-qualified plan to
the extent such amounts are includable in the gross income of the Employee; (2)
amounts realized from the exercise of a non-qualified stock option or when
restricted stock (or property) held by an Employee either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture; (3)
amounts realized from the sale, exchange or other disposition of stock acquired
under a qualified stock option; and (4) other amounts which receive special tax
benefits, such as premiums for group term life insurance (but only to the
extent that the premiums are not includable in the gross income of the
Employee), or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of any annuity contract described in
Code Section 403(b)
36
<PAGE> 88
(whether or not the contributions are excludable from the gross income of the
Employee).
For Plan Years beginning after December 31, 1993,
"Compensation" for Section 415 purposes shall be limited to $150,000 ($200,000
as adjusted for years between 1988 and 1993) (unless adjusted in the same
manner as permitted under Code Section 415(d)). For Plan Years beginning prior
to January 1, 1989, the $200,000 limit on Compensation shall apply only for Top
Heavy Years and shall not be adjusted.
Notwithstanding any other contrary provision of the Plan, in
calculating the Accrued Benefit (including the right to any optional benefit
provided under the Plan) of any Plan participant who is a highly compensated
employee within the meaning of Section 414(q)(1)(A) or (B) of the Code, such
highly compensated employee shall accrue no additional benefit under the Plan
on or after July 1, 1989 to the extent that such additional benefit accrual
exceeds the benefit which would otherwise accrue in accordance with the terms
of the Plan as subsequently amended to comply with those qualification
requirements described in Treasury Regulation 1.401(b)-l(b)(2)(ii).
This provision shall be effective until the last day by which
the Plan may be amended retroactively to comply with the Tax Reform Act of 1986
(TRA '86) for its first Plan Year beginning in 1989 in order to remain
qualified under the Code and shall be effective for such period if and only
37
<PAGE> 89
if the subsequent Plan amendment to comply with TRA '86 is made on or before
the last day by which the Plan may be amended retroactively to comply with TRA
'86 for its first Plan Year commencing in 1989 in order to remain qualified
under the Code.
In addition, the benefit accrued by any highly compensated
Employee, within the meaning of Section 414(q)(l)(A) or (B) of the Code, shall
in no event exceed the benefit accrual provided during the 1989 Plan Year with
respect to such participant under the terms of the Plan as subsequently amended
to comply with the terms of TRA '86. However, such highly compensated
Employee's benefit shall not be less than what that participant had accrued as
of the last day of the last Plan Year beginning before January 1, 1989.
For purposes of this Section, all tax qualified defined
benefit plans of the Employer, whether or not terminated, are to be treated as
one defined benefit plan and all tax qualified defined contribution plans of
the Employer, whether or not terminated, are to be treated as one defined
contribution plan.
(viii) Effective for Plan Years beginning
after December 31, 1993, Compensation shall in no event exceed $150,000
annually as adjusted for cost of living in accordance with Section 415(d) of
the Code for each Member participating in the Plan. For purposes of the
$150,000
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limitation on Compensation, in determining the Compensation of a Member, the
rules of Section 414(q)(6) of the Code shall apply, except the term "family"
shall include only the spouse of the Member and any lineal descendants of the
Member who have not attained age 19 before the close of the Plan Year.
(ix) If the Current Accrued Benefit of an
individual who is an Active or Inactive Member as of the first day of the
limitation year beginning on or after January 1, 1987 exceeds the benefit
limitation under Section 415(b) of the Code (as modified by this Amendment),
then, for purposes of Code Section 415(b) and (e) the Dollar Limitation (when
expressed as an annual benefit) with respect to such individual shall be equal
to such Current Accrued Benefit.
(x) For purposes of this Section, the
following definitions shall apply:
(a) "Adjustment Factor" shall mean
the cost of living adjustment factor prescribed by the Secretary of the
Treasury under Section 415(d) of the Code for years beginning after December
31, 1987, applied to such items and in such manner as the Secretary shall
prescribe.
(b) "Current Accrued Benefit" shall
mean a Member's Accrued Benefit under the Plan determined as if the Member
had separated from Service as of the close of the last limitation year
beginning before
39
<PAGE> 91
January 1, 1987, when expressed as an annual benefit within the meaning of
Section 415(b)(2) of the Code. In determining the amount of a Member's Current
Accrued Benefit, the following shall be disregarded:
i) Any change in the terms and
conditions of the Plan after May 5, 1986; and
ii) Any cost of living
adjustment occurring after May 5, 1986.
(c) "Social Security Retirement Age"
shall mean the age used as the retirement age of the Member under Section
216(1) of the Social Security Act, except that such Section shall be applied
without regard to the age increase factor, and as if the earlier age under
Section 216(1)(2) of such Act was 62.
8.4 Limitations Applicable to Twenty-Five (25)
Highest Paid Employees
Notwithstanding any other provisions of the Plan, during the
first ten years after June 30, 1976 or after the effective date of any
amendment increasing any benefits of the Plan (each such date hereinafter
referred to as "Benefit Increase Date"), the retirement income attributable to
the Employer's contribution for the twenty-five (25) highest paid persons in
the employ of the Employer on the Benefit Increase Date who are or who may
become Members, and whose normal retirement income may exceed $1,500 annually,
shall be subject to the following limitations:
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(a) The benefit payable to any such Employee shall not
exceed the greater of (i) or (ii):
(i) The greater of (1), (2) or (3):
(a) $20,000 or
(b) The sum of (A) the Employer
contributions (or funds attributable thereto) which would have been
applied to provide the benefit for the Member under the Plan if it had been
terminated on the day prior to the Benefit Increase Date, and (B) an amount
equal to twenty percent (20%) of his annual compensation, or $10,000,
whichever is smaller, multiplied by the number of years elapsed since the
Benefit Increase Date for which the full current costs have been met; or
(c) The Employer contributions (or funds
attributable thereto) which would have been applied to provide the benefits for
the Member had the Plan in existence prior to the Benefit Increase Date,
continued without change.
(ii) For a Member who is not a "substantial owner"
as defined in Section 4022(b)(5) of the Employee Retirement Income Security
Act of 1974 ("ERISA") the present value of the maximum benefit described in
Section 4022(b)(3)(B) of ERISA (determined on the date the Plan terminates
or on the date benefits commence, whichever is earlier and determined in
accordance with regulations of the
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Pension Benefit Guaranty Corporation ("PBGC") without regard to any other
limitation in Section 4022 of ERISA.
For a Member who is a "substantial owner" as defined in
Section 4022(b)(5) of ERISA the present value of the benefit guaranteed for
such Member under Section 4022 of ERISA, or if the Plan has not terminated, the
present value of the benefit that would be guaranteed if the Plan terminated on
the date the benefit commences, determined in accordance with regulations of
the PBGC.
(b) If the limitations set forth in Subsection (a) are
applicable, the excess reserves arising from the application of such
limitations shall be used first for the benefit of the Members not
affected by such limitations to the extent necessary to satisfy the Plan's
liabilities with respect to such Members in accordance with the provisions of
Section 10.4. After satisfying the liabilities of such unaffected Members, the
remaining excess reserves shall be allocated to the Members to whom they were
attributable, provided the prohibited discrimination will not result.
(c) As long as the Plan remains in effect and its full
current costs have been met, the provisions of this Section shall not
restrict payment of death or survivor's benefits on account of a
deceased Member, or payment of the full retirement income of a Retired Member.
If the value of the retirement income is distributed in the
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form of a lump sum payment, the Member shall have deposited, with an acceptable
depository, in accordance with either of the following provisions:
(i) Property having a fair market value equal to
125% of the amount which would be repayable to the Trust Fund if the Plan
had terminated on the day of such lump sum distribution. If at any
time the market value of such property should fall below 110% of the amount
which would then be repayable if the Plan were then to terminate, additional
property will be deposited by the Member to bring the value of the property
then being held by the depository up to 125% of such amount.
(ii) Cash, savings, or depository accounts, cash
value of any life insurance, endowment or annuity policy (with proper
endorsement and/or a Financial Guarantee Bond underwritten by recognized
underwriters, having a value equal to 100% of the amount which would be
repayable if the Plan were then to terminate.
(d) The above provisions of the Section are intended to
conform the Plan to the requirements of Treasury Regulation 1.401-4(c), and
shall be construed accordingly. In the event that Congress should
provide by statute, or the Commissioner of the Internal Revenue Service
should rule, that the conditions of this Section are no longer necessary for
the Plan to meet the requirements of the Code with respect to qualifications
for tax exemption of retirement
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plans, this Section should immediately become ineffective without the necessity
of an amendment to the Plan.
8.5 Application for Benefits
(a) A Member may be required to complete and file
with the Pension Administrative Committee an application for his retirement
benefit or other benefit payable under the Plan, and to furnish all
information requested by the Pension Administrative Committee necessary for the
determination of such benefit. The failure of the Member to complete and file
such application or to supply the requested information will result in a delay
in the payment of the Member's benefit until the application has been completed
and filed, and the required information received.
(b) Any election to waive the joint and survivor
annuity must be made by the Member in writing during the election period and
be consented to by the Member's spouse. Such spouse's consent shall be
irrevocable and must acknowledge the effect of such election and be witnessed
by a notary public. Such consent shall not be required if it is established
to the satisfaction of the Committee that the required consent cannot be
obtained because there is no spouse, the spouse cannot be located, or
other circumstances that may be prescribed by Treasury regulations. The
election made by the Member and consented to by his spouse may be revoked by
the Member in writing
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without the consent of the spouse at any time during the election period. The
number of revocations shall not be limited. Any new elections must comply with
the requirements of this paragraph. A former spouse's waiver shall not be
binding on a new spouse.
(c) The election period to waive the joint and
survivor annuity shall be the 90-day period ending on the "annuity
starting date."
(d) For purposes of this Section, the "annuity
starting date" means the first day of the first period for which an amount is
received as an annuity, or, in the case of a benefit not payable in the form
of an annuity, the first day on which all events have occurred which entitles
the Member to such benefit.
(e) With regard to the election, the Pension
Administrative Committee shall provide the Member within a reasonable period
of time prior to, or at the commencement of the ninety day election period
prior to, the "annuity starting date" (and consistent with Treasury
regulations), a written explanation of:
(i) The terms and conditions of the joint
and survivor annuity, and
(ii) the Member's right to make an election
to waive the joint and survivor annuity, and
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(iii) the right of the Member's spouse to
consent to any election to waive the joint and survivor annuity, and
(iv) the right of the Member to revoke such
election, and the effect of such revocation.
No Member shall be required to make an election under this Section unless he
has received such written notification.
8.6 Benefit Payment Period
(a) Subject to Section 8.7, all benefits shall be
payable monthly commencing as of the first day of the month coincident
with or next following the Member's Retirement Date; or the date for the
commencement of the Member's benefit, in accordance with Section 5.2; or the
date of the Member's death, where applicable; or the first day of the month
elected by
(b) All benefits will be suspended during any
calendar month following the Member's re-employment by the Employer or any of
its subsidiaries or affiliates for at least 80 Hours of Service, or
following a Member's continued employment subsequent to his Normal Retirement
Date where the Member is employed for at least 80 Hours of Service in any
calendar year.
(c) All benefits shall cease with the last monthly
payment prior to the death of the last payee.
(d) Notwithstanding any provision in the Plan to the
contrary, a Member's benefits shall be
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distributed to him no later than April 1 of the calendar year following the
later of (i) the calendar year in which the Member attains age 70 1/2 or (ii)
the calendar year in which the Member retires, provided, however, that this
clause shall not apply in the case of a Member who is a "five (5) percent
owner" at any time during the 5-plan year period ending in the calendar year in
which he attains age 70 1/2. Alternatively, distributions to a Member must
begin no later than the applicable April 1st as determined under the preceding
sentence and must be made over the life of the Member (or the lives of the
Member and the Member's designated Beneficiary) or the life expectancy of the
Member (or the life expectancies of the Member and his designated Beneficiary).
For Plan Years beginning after December 31, 1988, clause (ii) above shall not
apply to any Member unless the Member had attained age 70 1/2 before January 1,
1988 and was not a "five (5) percent owner" at any time during the Plan Year
ending with or within the calendar year in which the Member attained age 66 1/2
or any subsequent Plan Year.
If the distribution of a Member's interest has begun in
accordance with a method selected in Section 8.7 and the Member dies before his
entire interest has been distributed to him, the remaining portion of such
interest shall be distributed at least as rapidly as under the method
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of distribution selected pursuant to Section 8.7 as of his date of death.
(e) For purposes of this Section, the life
expectancy of a Member and a Member's spouse (other than in the case of a
life annuity) may be redetermined, but not more frequently than annually, and
in accordance with such rules as may be prescribed by Treasury regulations.
Further, life expectancy and joint and last survivor rules expectancy shall be
computed using the return multiples of Regulation 1.72-9.
8.7 Form of Benefit Payment
(a) A Member who had not been legally married for at
least one (1) year on the date his pension benefit is to commence shall
receive his benefit payable under the Normal Form of Retirement Income, unless
he elects otherwise in accordance with Subsection 8.7(c).
(b) A Member who had been legally married for at
least one (1) year on the date his pension benefit is to commence will have
his Normal Form of Retirement Income actuarially reduced and paid in the form
of a joint and 100% survivor benefit, unless the Member and his spouse elect
otherwise in accordance with Subsection 8.7(c). Under the joint and 100%
survivor benefit, the Member would receive an actuarially reduced retirement
income during his lifetime. Upon the Member's death, if his spouse, to whom
he was legally married on the date his pension benefit commenced
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survives him, 100% of the Member's monthly income will continue to his spouse
until her death.
(c) A Member who had not been legally married for at
least one (1) year on the date his pension benefit is to commence may elect on
a form supplied by and filed with the Pension Administrative Committee prior
to the date his pension benefit is to commence, to receive the Actuarial
Equivalent of his Normal Form of Retirement Income payable under one of the
optional forms set forth in this Subsection.
A Member who had been legally married for at least one year on
the date of his pension benefit is to commence, his spouse may elect, on a form
supplied by and filed with the Pension Administrative Committee, prior to the
date the Member's pension benefit is to commence, to receive the Actuarial
Equivalent of his Normal Form of Retirement Income payable under one of the
optional forms set forth in this Subsection. Effective January 1, 1985, the
election by the Member's spouse must acknowledge the effect of such election
and must be witnessed by a notary public.
Optional Forms:
Option 1 - 100% Joint & Survivor Benefit
A retirement benefit payable during the life of the Retired
Member with the provision that after his death the benefit shall continue at
the same rate during the life of, and shall be paid to, the spouse of the
Retired Member
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to whom he was legally married on the date his pension benefit commenced, if
the spouse survives the Retired Member.
Option 2 - 66 2/3% Joint & Survivor Benefit
A retirement benefit payable during the life of the Retired
Member with the provision that after his death the benefit shall continue at
66 2/3% of such rate during the life of, and shall be paid to, the spouse of
the Retired Member to whom he was legally married on the date his pension
benefit commenced, if the spouse survives the Retired Member.
Option 3 - 50% Joint & Survivor Benefit
A retirement benefit payable during the life of the Retired
Member with the provision that after his death the benefit shall continue at
50% of such rate during the life of, and shall be paid to, the spouse of the
Retired Member to whom he was legally married on the date his pension benefit
commenced, if the spouse survives the Retired Member.
Option 4 - 60 or 120 Month Period Certain Benefit
A retirement benefit payable for 60 months certain, or 120
months certain, to the Retired Member, or the Beneficiary designated by the
Retired Member in writing to the Pension Administrative Committee, whether or
not the Retired Member survives during the designated period
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certain, and after the expiration of the period certain for so long as the
Retired Member shall live.
Option 5 - Full Cash Refund Benefit
A retirement benefit payable for the life of the Member, but
in the event of death of the Member prior to the receipt of retirement
benefits equal to the lump sum value, determined in accordance with the
actuarial assumptions last adopted by the Pension Administrative Committee, of
the Member's Normal Form of Retirement Income, the excess of the lump sum
value of the Member's Normal Form of Retirement Income over the retirement
benefit received by the Member shall be paid to the Member's Beneficiary.
For purposes of this Option only, the interest rate used as
part of the actuarial assumptions in determining the lump sum value shall be in
accordance with Section 1.2.
Option 6 - Life Only
A retirement benefit payable solely during the life of the
Retired Member with no benefit payable upon the death of the Retired Member.
Notwithstanding the foregoing, no lifetime income option may
be permitted which would provide benefit payments extending beyond the life of
a Retired Member, or the life expectancy of a Retired Member and his
Beneficiary. If the Beneficiary is other than the spouse, an option will only
be
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permitted if it results in benefits to the Retired Member of more than 50% of
the benefits otherwise payable to him.
Upon the death of an Active, Inactive or Vested Member or
Beneficiary prior to the date the Member's pension benefit is to commence, the
election of any option shall be null and void.
(d) Notwithstanding the foregoing Subsections:
(i) if the amount of any retirement
income payable is less than $50 per month, the Pension Administrative Committee
shall determine to pay such benefit quarterly, semi-annually or annually.
(ii) if the Actuarial Equivalent of
the Member's Normal Form of Retirement Income is $3,500 or less, the Pension
Administrative Committee shall distribute such benefit in the form of a lump
sum payment.
For purposes of this Subsection only, the interest rate used
to determine the Actuarial Equivalent shall be in accordance with Section 1.2.
In the event the lump sum value distributed to the Retired
Member in accordance with Subsection (d)(ii) is equal to the present value of
the Retired Member's Accrued Benefit, the Retired Member's Credited Service
prior to the date of distribution shall not be counted for any purposes of the
Plan in the event of the subsequent reemployment of the Retired Member by the
Employer.
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In the event the lump sum value distributed to the Retired
Member in accordance with Subsection (d)(ii) is less than the present value of
the Member's Accrued Benefit, the Retired Member may, upon return to the
employ of the Employer, repay the full amount distributed to him plus interest
at the rate of five percent (5%) (or such other rate of interest as may be
required under Code Section 411(c)(2)(C)(iii) per annum, compounded annually.
Such repayment must be made (i) in the case of a withdrawal on account of
separation from Service, before the earlier of five (5) years after the first
date on which the Member is subsequently reemployed by the Employer or the
close of the first period of five (5) consecutive one (1) year breaks in
Service commencing with the withdrawal; or (ii) in the case of any other
withdrawal, five (5) years after the date of the withdrawal. In the absence
of such repayment, the Retired Member's Credited Service prior to the date of
distribution shall not be counted for any purposes of the Plan.
(e) Subsequent to the later of the commencement of a
Member's benefit under the Plan, or 90 days following receipt by the Member of
information concerning his options under the Plan, no change in the form in
which the benefit is being paid, or in the Beneficiary or joint annuitant
chosen by the Member will be permitted; except that upon the death of a
Beneficiary where Option 4 or 5 of
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Subsection 8.7(c) had been elected by the Member, the Member may choose an
alternative Beneficiary.
(f) The Pension Administrative Committee may
promulgate rules and regulations governing all aspects of this Article.
8.8 Substitute Payee
If the Pension Administrative Committee finds that a Member or
Beneficiary entitled to receive any benefits hereunder is in his minority, or
in the judgment of the Pension Administrative Committee is unable to care for
his affairs because of a physical or mental condition, the Pension
Administrative Committee may pay the benefit due the payee to his spouse,
child, parent, brother or sister, or to such other person, persons or
institutions as, in the judgment of the Pension Administrative Committee, are
then maintaining or have custody of the payee, unless a prior claim has been
made by a legally appointed guardian, committee or other legal representative
of the payee.
8.9 Unclaimed Benefits
Notwithstanding any other provisions of the Plan, in the event
that all consecutive checks in payment of benefits under the Plan remain
outstanding at the expiration of six (6) months from the date of mailing of the
first such check to the last known address of the payee, the Trustee shall stop
payment of all outstanding checks and suspend the
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<PAGE> 106
issuance of any further checks to such payee until the current address of the
payee can be ascertained.
8.10 Direct Rollover
(a) This Section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Pension Administrative Committee, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified
by the distributee in a direct rollover.
(b) Definitions
(i) Eligible rollover distribution:
An eligible rollover distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; and distribution
to the extent such distribution is required under section 401(a)(9) of the
Code; and the portion of any distribution that is not includible in gross
income
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(determined without regard to the exclusion for net unrealized appreciated with
respect to employer securities).
(ii) Eligible retirement plan: An
eligible retirement plan is an individual retirement account described in
section 408(a) of the Code, an individual retirement annuity described in
section 408(b) of the Code, an annuity plan described in section 403(a) of the
Code, or a qualified trust described in section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual retirement account or
individual retirement annuity.
(iii) Distributee: A distributee
includes an employee or former Employee. In addition, the Employee's or former
Employee's surviving spouse and the Employee's or former Employee's spouse or
former spouse who is the alternate payee under a qualified domestic relations
order, as defined in section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.
(iv) Direct rollover: A direct
rollover is a payment by the plan to the eligible retirement plan specified by
the distributee.
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ARTICLE IX
ADMINISTRATION OF THE PLAN
9.1 Appointment of Pension Administrative
Committee
(a) The Board of Directors shall appoint a Pension
Administrative Committee, consisting of no more than five (5) members, to
serve at its pleasure in administering the Plan.
(b) Any person appointed as a member of the Pension
Administrative Committee shall signify his willingness to serve as such member
by the filing of a written acceptance with the Board of Directors and the
Pension Administrative Committee. Any member of the Pension Administrative
Committee may resign by delivering his written resignation to the Board of
Directors and the Pension Administrative Committee, and such resignation shall
become effective upon the date the resignation is received by the Board of
Directors or such other date as may be agreeable between the Board of
Directors and the resigning member.
(c) Vacancies in the Pension Administrative Committee
arising by resignation, death, removal, or otherwise, shall be filled by the
Board of Directors. If no members of the Pension Administrative Committee are
in office, the Board of Directors shall be deemed the Pension Administrative
Committee.
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9.2 Organization and Operation of the Pension
Administrative Committee
(a) The Pension Administrative Committee shall
endeavor to act, in carrying out its duties and responsibilities in the
interest of the Plan Members and Beneficiaries, with the care, skill, prudence,
and diligence under the prevailing circumstances that a prudent man, acting in
a like capacity and familiar with such matters, would use in the conduct of an
enterprise of like character and aims.
(b) The Pension Administrative Committee shall act by
a majority of its members or by unanimous approval of its members if there are
two or less Pension Administrative Committee members in office at the time,
and any action may be taken either by a vote taken in a meeting or by action
taken in writing without the formality of convening a meeting. In the event
of a deadlock, the Pension Administrative Committee shall determine the method
for resolving such deadlock.
If there are two or more Pension Administrative Committee
members, no member shall act upon any question pertaining solely to himself,
and the other member or members shall alone make any determination required by
the Plan in respect thereof.
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(c) The Pension Administrative Committee may
authorize any one or more of its members to execute any document on behalf of
the Pension Administrative Committee.
(d) The Pension Administrative Committee may by
written majority decision, delegate specific duties and powers to one or
more of its members. Such delegation shall remain in effect until rescinded in
writing by a majority of the members of the Pension Administrative Committee.
The member or members so designated shall be solely liable, jointly and
severally, for their acts or omissions with respect to such delegated
responsibilities. All other members shall be relieved of responsibility and
liability for duties and powers properly delegated to any other member of the
Pension Administrative Committee.
(e) The Pension Administrative Committee shall
endeavor not to directly or indirectly engage in any prohibited transactions,
as set forth in the Employee Retirement Income Security Act of 1974.
9.3 Duties and Responsibilities of the Pension
Administrative Committee
The Pension Administrative Committee, except for such
investment and other responsibilities vested in the Pension Committee of the
Board of Directors, Trustee or an Investment Manager in accordance with the
provisions of the Trust Agreement, shall have full authority and
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responsibility for administering the Plan in accordance with its provisions and
under applicable law.
The duties and responsibilities of the Pension Administrative
Committee shall include, but shall not be limited to, the following:
(a) To appoint such "enrolled actuaries" (as defined
in The Employee Retirement Income Security Act of 1974), accountants,
consultants, administrators, counsel, or such other persons it deems necessary
for the administration of the Plan.
Members of the Pension Administrative Committee shall not be
precluded from serving the Pension Administrative Committee in one or more of
such individual capacities.
(b) To determine all benefits and resolution of all
questions arising from the administration, interpretation and application of
Plan provisions, either by general rules or by particular decisions so as not
to discriminate in favor of or against any person and so as to treat all
persons in similar circumstances in a uniform manner.
(c) To advise the Trustee with respect to all
benefits which become payable under the Plan and to direct the Trustee as to
the manner in which such benefits are to be paid.
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<PAGE> 112
(d) To adopt such forms and regulations it deemed
advisable for the administration of the Plan and the conduct of its affairs.
(e) To adopt actuarial assumptions, deemed reasonable
in the aggregate by an "enrolled actuary"; a funding policy; and, the schedule
for amortization of any unfunded accrued liability.
(f) To take such steps as it considers necessary and
appropriate to remedy any inequity resulting from incorrect information
received or communicated or as a consequence of administrative error.
(g) To assure that its members, the Trustee and every
other person who handles funds or other property of the Plan are bonded as
required by law.
(h) To settle or compromise any claims or debts
arising from the operation of the Plan and to defend any claims in any legal
or administrative proceeding.
9.4 Records and Reporting
(a) The Pension Administrative Committee shall keep a
record of its proceedings and acts and shall keep books of account, records
and other data as may be necessary for the administration of the Plan.
(b) The Pension Administrative Committee shall make
its records available to the Employer, or any Member or Beneficiary for
examination during regular business hours, except that a Member or Beneficiary
shall
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examine only such records as pertain exclusively to himself and such other
material as may be required by law.
(c) The Pension Administrative Committee shall
furnish to each Member or Beneficiary any copies of documents and such
other material as may be required by law. The Pension Administrative Committee
shall, upon written request of a Member or Beneficiary, also provide copies of
required material it deems appropriate or as may be required law, in which case
the Member or Beneficiary may be required to pay the reasonable cost of
preparing and furnishing such material as the Pension Administrative Committee
shall determine, or as prescribed or limited by law.
9.5 Required Information
The Employer or Members, and Beneficiaries entitled to
benefits shall furnish to the Pension Administrative Committee any information
or proof requested by the Pension Administrative Committee and required for the
proper administration of the Plan. Failure on the part of any Member or
Beneficiary to comply with such request shall be sufficient grounds for the
delay in payment of benefits under the Plan until the requested information or
proof is received.
9.6 Payment of Expenses
Members of the Pension Administrative Committee shall serve
the Pension Administrative Committee without compensation. The expenses of the
Pension Administrative
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Committee as may be agreed upon in writing between the Employer and the Pension
Administrative Committee, shall be payable in accordance with Section 3.3.
9.7 Indemnification
The Employer agrees to indemnify and hold the Pension
Administrative Committee harmless against liability incurred in the
administration of the Plan, except that each member of the Pension
Administrative Committee shall solely be liable for his own gross negligence or
willful misconduct.
9.8 Procedure For Appeal of Denial of Benefits
(a) The Pension Administrative Committee shall
provide notice in writing to any Member or Beneficiary where a claim for
benefits under the Plan has been denied in whole or in part. Such notice shall
be made within 90 days of the receipt by the Pension Administrative Committee
of the Member's claim or, if special circumstances require, and the Member is
so notified in writing, within 180 days of the receipt by the Pension
Administrative Committee of the Member's claim. The notice shall (i) set forth
the specific reasons for the denial of benefits; (ii) contain specific
references of Plan provisions relative to the denial; (iii) describe any
material and information, if any, necessary for the claim for benefits to be
allowed, which had been requested, but not received by the Pension
Administrative Committee; and (iv) advise the Member or Beneficiary that
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any appeal of the Pension Administrative Committee's adverse determination must
be made in writing to the Pension Administrative Committee, within 60 days
after receipt of this notification, setting forth the facts upon which the
appeal is based.
(b) If the Member or Beneficiary fails to appeal
the Pension Administrative Committee's denial of benefits in writing and
within 90 days, the Pension Administrative Committee's determination shall
become final and conclusive.
(c) If the Member or Beneficiary timely appeals the
Pension Administrative Committee's denial of benefits, the Pension
Administrative Committee shall reexamine all issues relevant to the original
denial of benefits. The Pension Administrative Committee may in addition, upon
at least ten (10) days written notice, request the claimant or his
representative to personally appear before it to make an oral presentation or
answer questions that may have been raised, or the Member or his representative
may make a request to personally appear before the Pension Administrative
Committee.
(d) The Pension Administrative Committee shall
advise the Member or Beneficiary in writing of its decision and the
specific reasons on which such decision was based within 60 days of receipt of
the written appeal, or personal appearance of the Member or his representative,
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<PAGE> 116
unless special circumstances require an extension of such 60 day period for not
more than an additional 60 days. Where such extension is necessary the Member
shall be given written notice of the delay.
ARTICLE X
AMENDMENT, MERGER AND TERMINATION OF THE PLAN
10.1 Amendment
The Plan may be wholly or partially amended by the Board of
Directors, provided that
(a) prior to the satisfaction of all expenses of
the Trust Fund and all liabilities under the Plan with respect to all Members
or their Beneficiaries, no amendment may be made which would permit any part
of the Trust Fund to be used for or diverted to purposes other than for (i)
the exclusive benefit of the Members or their Beneficiaries and (ii) payment
of expenses of the Plan and Trust Fund; and
(b) no amendment shall deprive any Member or
Beneficiary of any benefit already accrued and payable, unless such amendment
is approved by the Secretary of Labor in accordance with the provisions of the
Employee Retirement Income Security Act of 1974.
Notwithstanding the foregoing provisions, any amendment may be
retroactive to conform the Plan to governmental regulations or requirements so
as to establish
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or maintain the Plan's qualification and the Trust Fund's tax-exempt status.
(c) This Plan may be amended or modified at anytime
by the Pension Administrative Committee provided, however, that (i) the
Pension Administrative Committee shall refer to the Board of Directors any
such amendment which would, in the Pension Administrative Committee's
reasonable determination, result in an increase in the costs of funding plan
benefits unless such amendment results from changes in applicable laws or
regulations and has minimal financial impact; (ii) no such amendment shall
materially affect the powers, duties and responsibilities of the Pension
Administrative Committee; and (iii) notwithstanding any such power to amend,
the Board of Directors shall continue to hold the power and authority at any
time independently to amend the Plan and the Trust Agreement. Upon delivery to
the Trustee by the Company of a written instrument setting forth the amendment,
modification or suspension, a certified copy of the resolution of the Board of
Directors or the action of the Pension Administrative Committee, as the case
may be, the Plan and the Trust Agreement shall be deemed to have been amended,
modified or suspended in the manner and to the extent set forth therein.
10.2 Merger of Plans
Upon the merger or consolidation of this Plan with any other
plan or the transfer of assets or liabilities from
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the Trust Fund to another trust, all Members shall be entitled to a benefit at
least equal to the benefit they would have been entitled to receive had the
Plan been terminated in accordance with Section 10.3 immediately prior to such
merger, consolidation or transfer of assets or liabilities.
10.3 Termination
While the Plan and Trust Fund are intended to be permanent,
they may be terminated at any time by the Board of Directors, provided that
prior to the satisfaction of all expenses (including any expenses incurred in
effectuating the termination of the Plan and Trust Fund) and all liabilities
with respect to Members or their Beneficiaries, no part of the Trust Fund is to
be used for or diverted to purposes other than for the payment of the expenses
of the Trust Fund except as provided in the last paragraph of Section 10.4.
Written notification of such termination shall be given to
each participating Employer, the Trustee, the Pension Administrative Committee,
and each Member and Beneficiary entitled to, or receiving, benefits. In
addition, notice of the proposed termination shall be filed with the Pension
Benefit Guaranty Corporation and the Internal Revenue Service.
Upon the complete or partial termination of the Plan, the
rights of all affected Members to benefits accrued
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<PAGE> 119
to the date of such complete or partial termination, to the extent funded based
on the order of allocation set forth in Section 10.4, shall be nonforfeitable
and such Member shall have further recourse to the Pension Benefit Guaranty
Corporation.
10.4 Manner and Order of Allocation of Trust Fund
In the event of the termination of the Plan and Trust Fund in
accordance with Section 10.3, the Trustee, after reserving an amount from the
Trust Fund sufficient to pay expenses, including expenses resulting from such
termination shall allocate the Trust Fund in accordance with the directions of
the Pension Administrative Committee in the following manner and order to the
extent of its sufficiency to provide:
(a) First, the benefits of Members or Beneficiaries
which were in pay status as of the beginning of the 3-year period ending on
the termination date of the Plan, or which would have been in pay status as of
such date if the Member had retired in accordance with Section 4.3, based on
the provisions of the Plan in effect during the 5-year period ending on such
date, under which such benefits would be the least;
(b) Second, all other benefits under the Plan, if
any, guaranteed by the Pension Benefit Guaranty Corporation in accordance with
Section 4022 of the Employee
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<PAGE> 120
Retirement Income Security Act of 1974 determined without regard to Section
4022(b)(5) and 4022(b)(6) of such Act;
(c) Third, all other nonforfeitable benefits under
the Plan. If the balance of the Trust Fund assets for allocation under this
Subsection is not sufficient to satisfy these benefits in full, the following
Paragraphs shall be applicable with respect to the order of allocation under
this Subsection:
(i) Except as provided in Paragraph
(ii), first the remaining Trust Fund assets shall be allocated on the basis of
the benefits which would have been described in this Subsection under the Plan
as in effect at the beginning of the 5-year period ending on the date of the
Plan's termination.
(ii) If the Trust Fund assets available for
allocation under Paragraph (i) are sufficient to satisfy in full the benefits
described in such Paragraph (without regard to this Paragraph), then for
purposes of Paragraph (i), benefits described shall be determined on the basis
of the Plan as amended by the most recent Plan amendment effective during such
5-year period under which the remaining Trust Fund assets available for
allocation are sufficient to satisfy in full the benefits described in
Paragraph (i) on the basis of the Plan as amended by the next succeeding Plan
amendment in effect during such period.
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<PAGE> 121
(d) Fourth, all other benefits under the Plan.
The amount allocated under any Subsection of this Section with
respect to any benefit shall be properly adjusted for any allocation of assets
with respect to that benefit previously made under a prior Subsection.
If the balance of the Trust Fund assets available for
allocation under this Section (other than Subsections (c) and (d) are
insufficient to satisfy the full benefits of the Members or Beneficiaries, the
remaining assets shall be allocated pro rata among such persons on the basis of
the present value, as of the termination date, of their respective benefits
described in that Subsection.
If the Internal Revenue Service determines that the allocation
under Subsections (c) and (d) will result in discrimination prohibited by
Section 401(a)(4) of the Code, a reallocation shall be made to the extent
deemed necessary by the Internal Revenue Service to avoid such discrimination.
After all liabilities to Members and their Beneficiaries have
been satisfied and after all expenses of the Plan and Trust Fund have been
satisfied, any excess balance remaining in the Trust Fund arising out of
actuarial error shall, at the direction of the Pension Administrative
Committee, be paid to the Employer. For purposes of this Section, actuarial
error shall include but not be limited to
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<PAGE> 122
"erroneous actuarial computation," as described in Treasury Regulation
1.401-2(b).
10.5 Distribution Methods and Satisfaction of
Liability
As soon as administratively feasible following, where required
by law, (a) notification by the Pension Benefit Guaranty Corporation that the
Trust Fund is sufficient to discharge when due all obligations of the Plan with
respect to guaranteed benefits, and (b) receipt of a favorable letter of
determination from the Internal Revenue Service with regard to the termination
of the Plan and Trust Fund, the Trustee shall distribute or set aside to or for
the benefit of each Member or Beneficiary, the respective amounts allocated, in
accordance with Section 10.4, in such manner, through such trust funds, annuity
contracts, or other means as the Pension Administrative Committee shall direct.
If the amount allocated is less than the full purchase price of an annuity to
provide an equivalent benefit, and, if the Pension Administrative Committee has
directed that an annuity be purchased, such amount as so allocated shall be
applied to the purchase of the annuity and, anything herein to the contrary
notwithstanding, any and all liability of the Trust Fund to the Member or his
Beneficiary shall be fully discharged by such application and purchase, even
though the benefit may be reduced thereby.
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ARTICLE XI
PARTICIPATING EMPLOYERS
11.1 Adoption of Plan
Any corporation, division, plant or other entity may, with the
approval of the Board of Directors, upon the execution of an adoption
agreement, adopt the Plan and thereby become an Employer.
11.2 Alternative Provisions
Each Employer may, in lieu of the provisions of the Plan,
adopt such alternative provisions as to itself as shall be acceptable to the
Board of Directors. Such alternative provisions shall be set forth in Schedule
C hereto.
11.3 Discontinuance of Contributions, Withdrawal
or Termination By Participating Employers
Each Employer having adopted the Plan shall have the right at
any time to discontinue further contributions, withdraw from the Plan or
terminate the Plan as to itself.
11.4 Merger of Two (2) Employers
A transfer of the Members and Employees between Employers as
the result of a sale of assets, merger or other reason shall be considered as a
merger of the interest in the Plan and Trust Fund as attributable to the
Members of both such Employers and shall not be deemed a termination of the
Plan or Trust Agreement. Nor shall the transfer of such
72
<PAGE> 124
Employees be deemed a termination of employment for any purposes of the Plan
and Trust Agreement.
ARTICLE XII
GENERAL PROVISIONS
12.1 Exclusiveness of Benefits
(a) The Plan has been created for the exclusive
benefit of the Members and their Beneficiaries. No part of the Trust
Fund shall ever revert to the Employer nor shall such Trust Fund ever be used
other than for the exclusive benefit of the Members and their Beneficiaries,
except as provided in accordance with Subsections 3.1(b) and 12.1(b) and
Sections 10.4 and 12.9. No Member or Beneficiary shall have any interest in or
right to any part of the Trust Fund, or any equitable right under the Trust
Agreement except to the extent expressly provided in the Plan or Trust
Agreement.
(b) Notwithstanding Subsection (a), effective
January 1, 1985, the Pension Administrative Committee and the Trustee
shall comply with a "Qualified Domestic Relations Order" as such term is
defined under Section 206(d) of the Employee Retirement Income Security Act
("ERISA"). The Pension Administrative Committee shall develop procedures to
determine whether a Qualified Domestic Relations Order is qualified under
Section 206(d) of ERISA.
73
<PAGE> 125
12.2 Limitation of Rights
The establishment of this Plan shall not be considered as
giving to any Member or other employee of the Employer the right to be retained
in the employ of the Employer, and all Members and other employees shall remain
subject to discharge to the same extent as if the Plan had never been adopted.
12.3 Non-Assignability
Except as provided in this Section, no interest of any person
or entity in, or right to receive distributions under the Plan shall be subject
in any manner to sale, transfer, assignment, pledge, attachment, garnishment,
or other alienation or encumbrance of any kind; nor may such interest or right
to receive distributions be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings, except with respect to debts of a Member
to the Employer, but such debts to the Employer which may be subject to
attachment shall not exceed ten percent (10%) of the benefits payable to the
Member under the Plan. Notwithstanding the preceding provisions of this
Section, all or any part of the Accrued Benefit of a Member shall be subject to
and payable in accordance with the applicable requirements of any Qualified
Domestic Relations Order, as
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<PAGE> 126
that term is defined in Section 414(p) of the Code, and the Pension
Administrative Committee shall provide for payment in accordance with such
order and Code Section and any Regulations promulgated under such Code Section.
All such payments pursuant to Qualified Domestic Relations Orders shall be
subject to reasonable rules and regulations promulgated by the Pension
Administrative Committee, provided that such rules and regulations are
consistent with Code Section 414(p). If prior to the commencement of payment
of benefits to a Member, any amount of his Accrued Benefit is paid to an
alternate payee or payees pursuant to a Qualified Domestic Relations Order, the
amount of his Accrued Benefit shall be reduced by the Actuarial Equivalent of
any such payment.
Where spousal rights are determined pursuant to a Qualified
Domestic Relations Order, the Pension Administrative Committee or the Trustee
may permit a lump sum distribution to the alternate payee if the terms of the
Qualified Domestic Relations Order so requires.
If any payee or representative of a payee under the Plan
becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge any benefit, the Pension Administrative Committee
shall hold or apply the benefit or any part thereof to or for such person, his
spouse, his children, or other dependents, or any of them in such manner and in
such
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<PAGE> 127
proportions as the Pension Administrative Committee shall determine in its sole
discretion.
12.4 Construction of Agreement
The Plan shall be construed according to the laws of the State
of New York and all provisions hereof shall be administered according to, and
its validity shall be determined under, the laws of such State, except where
preempted by Federal law.
12.5 Severability
Should any provision of the Plan be deemed or held to be
illegal or invalid for any reason, such invalidity shall not adversely affect
any other Plan provision and in such case, the appropriate parties shall
immediately adopt a new provision, or regulation to take the place of the one
deemed or held to be illegal or invalid. If the invalidity inhibits the proper
operation of this Plan a new provision shall be adopted to take the place of
the one deemed or held to be illegal or invalid.
12.6 Titles and Headings
The titles and headings of the sections in this instrument are
for convenience of reference only. In the event of any conflict between the
text of this instrument and the titles or headings, the text rather than such
titles or headings shall control.
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<PAGE> 128
12.7 Counterparts as Original
The Plan has been prepared in counterparts, each of which so
prepared shall be construed as an original.
12.8 Construction
The masculine pronoun, where appearing in the Plan shall
include the feminine pronoun and the feminine pronoun shall include the
masculine. The singular, where appearing in the Plan shall include the plural
and the plural shall include the singular.
12.9 Internal Revenue Service Approval
If the Plan is not initially approved and qualified by the
Internal Revenue Service as meeting the requirements of the Code so as to
permit the Employer to deduct for income tax purposes its contributions to the
Trustee, all of the Employer's contributions shall be returned to the Employer
within one year of such determination and the Plan shall be null and void.
ARTICLE XIII
TOP HEAVY PROVISIONS
13.1 Top Heavy Determination
(a) The following provisions shall become
effective as of the first day of any Plan Year in which the Plan is determined
to be a "Top Heavy Plan."
(b) The Plan will be considered a Top-Heavy Plan
for any Plan Year if as of the last day of the
77
<PAGE> 129
preceding Plan Year (the "Determination Date"), the Aggregation Group (within
the meaning of Section 416(g) of the Code) of which the Plan is a part is
deemed top heavy because the present value of the Aggregate Accrued Benefits of
qualified Plan participants of such group who are "Key Employees" (as defined
in Section 416(i) of the Code) exceeds 60% of the present value of the
Aggregate Accrued Benefits of all such Plan participants.
"Aggregate Accrued Benefits" shall mean the accrued benefits
calculated as of the first day of the preceding Plan year with the present
value of such amounts based on the actuarial assumptions used by the Plan's
actuary in the actuarial valuation made as of the first day of such Plan year.
(c) "Aggregation Group" means either a
Required Aggregation Group or a Permissive Aggregation Group as hereinafter
determined.
(i) Required Aggregation Group: In
determining a Required Aggregation hereunder, each plan of the Employer in
which a Key Employee is a participant in the Plan Year containing the
Determination Date or any of the four preceding Plan Years, and each other plan
of the Employer which enables any plan in which a Key Employee participates to
meet the requirements of Code Section 401(a)(4) or 410, will be required to be
aggregated. Such group shall be known as a Required Aggregation Group.
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<PAGE> 130
(a) In the case of a Required
Aggregation Group, each plan in the group will be considered a Top Heavy Plan
if the Required Aggregation Group is a Top Heavy Group. No plan in the
Required Aggregation Group will be considered a Top Heavy Plan if the Required
Aggregation Group is not a Top Heavy Group.
(ii) Permissive Aggregation Group:
The Employer may also include any other plan not required to be included in the
Required Aggregation Group, provided the resulting group, taken as a whole,
would continue to satisfy the provisions of Code Sections 401(a)(4) and 410.
Such group shall be known as a Permissive Aggregation Group.
i) In the case of a top heavy
Permissive Aggregation Group, only a plan that is part of the Required
Aggregation Group is a Top Heavy Plan. No plan in the Permissive Aggregation
Group will be considered a Top Heavy Plan if the Permissive Aggregation Group
is not a Top Heavy Group.
(iii) Only those plans of the Employer in
which the Determination Dates fall within the same calendar year shall be
aggregated in order to determine whether such plans are Top Heavy Plans.
(iv) An Aggregation Group shall include any
terminated plan of the Employer if it was maintained within the last five (5)
years ending on the Determination Date.
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<PAGE> 131
(d) Solely for the purpose of determining if the
Plan, or any other Plan included in a Required Aggregation Group of which this
Plan is a part, is top heavy (within the meaning of Section 416(g) of the Code)
the Accrued Benefit of a Member other than a key employee (within the meaning
of Section 416(i)(1) of the Code) shall be determined under (i) the method,
if any, that uniformly applies for accrual purposes under all plans maintained
by the Employer and any corporation or business which is a member of the
controlled group or under common control with the Employer or (ii) if there is
no such method, as if such benefit accrued not more rapidly than the slowest
accrual rate permitted under the fractional accrual rule of Section
411(b)(1)(C) of the Code.
13.2 Minimum Benefit
(a) Notwithstanding Article V and VI, the minimum
Normal Form of Retirement Income for a Member terminating employment at or
after age 65, and the minimum Accrued Benefit, payable at Normal Retirement
Date, for a Member who terminates employment prior thereto with entitlement to
a benefit, shall be equal to the product of (a) two percent (2%) of the
Member's average monthly earnings for his five (5) highest paid consecutive
calendar years during which the Plan was a Top Heavy Plan, subsequent to
December 31, 1983, multiplied by (b) the Member's
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<PAGE> 132
Credited Service (to a maximum of ten (10) years) accrued subsequent to
December 31, 1983.
(b) If a Member's benefit had been suspended, in
accordance with Subsection 8.6(c), the Member is entitled to have his benefit
actuarially adjusted to reflect the portion of such suspended benefit
attributable to the minimum benefit the member would be entitled to under (a)
above, only if the Plan became a "Top Heavy Plan."
13.3 Minimum Vesting
Notwithstanding the provisions of Sections 6.1 and 6.2, a
Member shall be eligible for a deferred vested benefit in accordance with
Article VI, if while the Plan is a Top-Heavy Plan, his employment is terminated
before his death or Retirement but after he has completed at least two (2)
years of Service. The amount of such Member's deferred vested benefit paid as
a Normal Form of Retirement Income, commencing as of his Normal Retirement
Date, shall be equal to the vested percentage of his Accrued Benefit,
determined in accordance with the following table:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
2 but less than 3............................. 20%
3 but less than 4............................. 40%
4 but less than 5............................. 60%
5 but less than 6............................. 80%
6 or more......................................100%
</TABLE>
13.4 Change in Top Heavy Status
If the Plan after becoming a Top Heavy Plan subsequently
ceases to be such, the vesting schedule in
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<PAGE> 133
Section 13.3 shall only apply to a Member's Accrued Benefit determined as of
December 31 in the last Plan Year of top heaviness. Notwithstanding the
foregoing, if such Member had completed at least five (5) years of Service as
of December 31 in the last Plan Year of top heaviness, the vesting schedule in
Section 13.3 shall continue to apply to his entire Accrued Benefit.
13.5 Distribution to Five Percent (5%) Owners
For any Plan Year in which the Plan is a Top Heavy Plan, any
benefit to which a Member who is a five percent (5%) Owner is entitled, shall
commence not later than the Member's taxable year in which he attains age 70
1/2, whether or not his employment is terminated in such year. If a benefit
payment under the Plan is made directly to a five percent (5%) Owner before he
attains age 59 1/2, and during a Plan Year in which the Plan is a Top Heavy
Plan, the Member shall be advised by the Pension Administrative Committee that
his benefit will be subject to a special tax, unless such distribution is made
on account of disability.
13.6 Impact on Maximum Benefit Limitation
Contained in Section 8.3
For any Plan Year in which the Plan is a Top Heavy Plan,
Section 8.3 shall be read by substituting the number "1.00" for the number
"1.25" wherever it appears therein.
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<PAGE> 134
ARTICLE XIV
NAMED FIDUCIARIES
14.1 Pension Administrative Committee
The named fiduciary under the Plan shall be the Pension
Administrative Committee, which shall have authority to control and manage the
operation and administration of the Plan, except with respect to those matters
which under the Plan or the Trust Agreement are the responsibility, or subject
to the authority, of the Pension Committee of the Board of Directors. The
Pension Administrative Committee shall be the Committee appointed pursuant to
Section 9.1 of the Plan.
14.2 Pension Investment Committee
The Pension Investment Committee of the Board of Directors
(the "Board Committee") shall be the named fiduciary under the Plan with
respect to control or management of the assets of the Plan. Except as
otherwise expressly provided in the Trust Agreement, the Board Committee shall
be responsible for making appropriate provision for the investment and
reinvestment of the Trust Fund. The Board Committee may appoint an investment
manager or managers, as defined in ERISA, to manage (including the power to
acquire, invest and dispose of) any assets of the Plan. The Board Committee
shall consist of at least two persons appointed from time to time by the Board
of
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<PAGE> 135
Directors. The members of the Board Committee may, but need not, be members of
the Administrative Committee.
14.3 References to the Pension Administrative
Committee
All references in the Plan to the Pension Administrative
Committee shall mean the Pension Administrative Committee unless by reason of
this Article XIV the responsibility or authority in question is allocated to
the Board Committee. All responsibilities and authorities of the Pension
Administrative Committee set forth in any section of the Plan outside of this
Article XIV shall be vested in the Pension Administrative Committee unless
specifically assigned to the Board Committee in this Article XIV; provided,
however, that any provisions relating to the Pension Administrative Committee
that could apply to each of the Pension Administrative Committee and the Board
Committee in their respective exercise of their separate
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<PAGE> 136
authority, including, without limitation, those provisions relating to
indemnification, shall apply to each such Committee.
IN WITNESS WHEREOF, this document has been executed and
adopted this 6th day of June, 1994.
TELEFLEX INCORPORATED
By:
--------------------------
EMPLOYER
85
<PAGE> 137
SCHEDULE A
COVERED LOCATIONS
Mal Tool & Engineering:
Manchester, Connecticut
Vernon, Connecticut
South Windsor, Connecticut
North Charlestown, New Hampshire
Rutland, Vermont
Cepco, Inc.:
Chester, Vermont
Brattleboro, Vermont
STS/Klock:
Manchester, Connecticut
Pilling - Weck:
Research Triangle Park, North Carolina
Irivington, New Jersey
<PAGE> 138
SCHEDULE B
PREVIOUS PLAN BENEFIT FORMULA
5.1 Upon Normal or Deferred Retirement
Upon retirement at his Normal or Deferred Retirement Date, an
Active or Inactive Member shall, subject to Article VIII, receive a monthly
Normal Form of Retirement Income equal to the amount set forth in Subsection
(a), or, if applicable and greater Subsection (b) or (c), subject to Subsection
(d) and (e):
(a) (i) 1 1/2% of the Member's Average
Monthly Compensation, determined on his Normal Retirement Date, multiplied by
his Credited Service, to a maximum of 40 years, to his Normal Retirement Date,
less
(ii) 1 1/4% of the Member's Primary
Social Security Benefit as in effect on the Member's date of
retirement or termination of employment, whichever is applicable,
multiplied by his Credited Service, to a maximum of 40 years, to his
Normal Retirement Date.
(b) For Members of the Plan on June 30, 1977:
(i) 2/3 of 1% of the Member's Average
Monthly Compensation, determined on his Normal Retirement Date, not in
excess of his supplemental Average Monthly Compensation, multiplied by
his Credited Service, to a maximum of 40 years, to his Normal
Retirement Date; and
<PAGE> 139
(ii) 1 1/3% of the Member's Supplemental
Average Monthly Compensation, determined on his Normal Retirement
Date, multiplied by his Credited Service, to a maximum of 40 years, to
his Normal Retirement Date.
As used herein, "Supplemental Average Monthly Compensation,"
shall mean any excess of a Member's Average Monthly Compensation, determined on
his Normal Retirement Date, over the amount in the following table which,
according to the year of his 65th birthday, is applicable to him:
<TABLE>
<CAPTION>
Calendar yr. Calendar yr. Calendar yr.
of Member's of Member's of Member's
65th Birthday 65th Birthday 65th Birthday
------------- ------------- -------------
Amount Amount Amount
------ ------ ------
<S> <C> <C> <C> <C> <C>
1974 or before $502 1986 $601 1998 $673
1975 515 1987 606 1999 682
1976 527 1988 610 2000 692
1977 538 1989 615 2001 701
1978 547 1990 619 2002 710
1979 556 1991 622 2003 719
1980 564 1992 626 2004 728
1981 572 1993 629 2005 734
1982 578 1994 632 2006 739
1983 585 1995 643 2007 742
1984 591 1996 653 2008 744
1985 596 1997 664 2009 747
2010 or later 750
</TABLE>
2
<PAGE> 140
(c) 1% of the Member's Average Monthly Compensation,
determined on his Normal Retirement Date, not in excess of $700, multiplied by
his Credited Service, to a maximum of 40 years, to his Normal Retirement Date.
(d) Notwithstanding Subsections (a), (b) and (c), a
Member who was a participant of a Predecessor Plan on June 30, 1973, shall be
entitled to a minimum benefit equal to the benefit he would have been entitled
to receive had he continued as a participant of the Predecessor Plan, based
solely on the Predecessor Plan's benefit level in effect on June 30, 1973.
(e) Notwithstanding the foregoing Subsections, in no
event shall a Member who retires on his Normal or Deferred Retirement Date be
entitled to a benefit of less than the largest benefit he would have been
entitled to receive had he retired on his Early Retirement Date and been
entitled to a benefit in accordance with Section 5.2.
For purposes of this Section 5.1, the "Primary Social Security
Benefit" shall mean the benefit to which the Member would be entitled to
receive, upon proper application, commencing at his Normal Retirement Date,
computed in accordance with the "Social Security Benefit Calculation Procedure"
adopted as of July 1, 1984 by the Pension Committee in effect at that time to
comply with Revenue Ruling 84-85, and set forth in Exhibit I.
3
<PAGE> 141
SCHEDULE C
SCHEDULE OF ALTERNATE PLAN PROVISIONS
FOR PILLING - WECK EMPLOYEES
AT RESEARCH TRIANGLE PARK N.C. AND IRVINGTON, N.J.
1. 1.7 Notwithstanding contrary provisions of section 1.7, only
for Employees of Pilling - Weck at Research Triangle Park, N.C. and
Irvington, N.J. (hereinafter "Pilling - Weck Employees"), "Credited
Service" shall only include periods of time subsequent to December 23,
1993.
2. 1.19 Notwithstanding contrary provisions of section 1.19, for
Pilling - Weck Employees, "Service" shall include the most recent
period of uninterrupted employment with Edward Weck, Inc., or any
predecessor prior to December 23, 1993.
3. 2.1 Each Pilling - Weck Employee on December 23, 1993, who is
at least age 21 and completed at least one year of service shall
become a member on such date. Any Pilling - Weck Employee who is not
at least age 21 or completed one year of service shall become a member
upon the later of completion of one year of service and attainment of
age 21.
For purposes of this section 2.1 "Service" as defined at
section 1.19 shall include uninterrupted
<PAGE> 142
employment with Edward Weck, Inc. prior to December 23, 1993.
2
<PAGE> 143
EXHIBIT I
Social Security Benefit Calculation Procedure
Social Security Benefit means the monthly old age insurance
benefit to which a Plan participant is, or would upon proper application be,
entitled on his Normal Retirement Date under Title II of the Federal Social
Security Act (apart from the fact that the participant may have disqualified
himself from such Social Security benefit and without regard to any election
which may have been made by the participant to have a reduced Social Security
benefit commence prior to his Normal Retirement Date), as determined by the
Pension Administrative Committee based on the annualized rate of the
participant's Average Monthly Compensation, except to the extent that the
participant furnishes satisfactory evidence within one year of notice of the
amount of his Plan benefit, demonstrating that the Pension Administrative
Committee's determination may have overstated his actual Social Security
Benefit in which case the actual benefit shall be used. An earnings history
shall be developed from the annualized rate of the participant's Average
Monthly Compensation for the calendar years proceeding the calendar year in
which the participant ceases to be an Active Member, or his Normal Retirement
Date, if earlier. The wage discounts used to establish the earnings history
(including years of pre-Employer employment) shall
<PAGE> 144
be based on assumed historical salary increases of 6%. The Social Security
Benefit of a participant who ceases to be an Active Member prior to attainment
of age 65 shall be computed by assuming that the participant continues to
receive wages under the Federal Social Security Act after he ceases to be an
Active Member until his attainment of age 65 at an annualized rate of his
Average Monthly Compensation. In computing any participant's Social Security
Benefit, there shall be disregarded any increases in the old age benefit
occurring at any time after the date he ceased to be an Active Member (or his
Normal Retirement Date, if earlier) by reason of any benefit increase under the
Federal Social Security Act, as amended from time to time, including without
limitation, any automatic cost-of-living adjustment.
2
<PAGE> 145
EXHIBIT II
Actuarial Equivalents
Effective As of July 1, 1984
Actuarial Equivalent shall be based on the following:
<TABLE>
<S> <C>
Interest: 7 1/2%.
Mortality: 1983 Group Annuity Mortality Table for males, set
back one year for retirees and 5 years for
beneficiaries.
</TABLE>
<PAGE> 146
AMENDED AND RESTATED
TRUST AGREEMENT
THIS AGREEMENT, entered into this 1st day of July 1994, by and between
Teleflex Incorporated (hereinafter referred to as the "Employer") and PNC BANK,
NATIONAL ASSOCIATION (hereinafter referred to as the "Trustee");
WITNESSETH:
WHEREAS, the Employer has adopted the Teleflex Incorporated Salaried
Employees' Pension Plan hereinafter referred to as the "Plan"), for the benefit
of its eligible employees; and
WHEREAS, an Administrative Committee, (hereinafter referred to as the
"Committee"), has been created to administer the Plan; and
WHEREAS, in accordance with the provisions of the Employee Retirement
Income Security Act of 1974, as amended (hereinafter referred to as "ERISA"),
the Plan provides that the assets of the Plan shall be held in trust for the
exclusive purposes of providing benefits to participants in the Plan and their
beneficiaries, and defraying reasonable expenses of administering the Plan and
Trust; and
WHEREAS, the Employer has determined to replace the existing trustee
and appoint PNC Bank, National Association as successor trustee.
NOW, THEREFORE, the Employer and the Trustee, intending to be legally
bound, do hereby agree as follows:
<PAGE> 147
ARTICLE ONE
EMPLOYEES' TRUST
1.1 ESTABLISHMENT AND ACCEPTANCE OF THE TRUST. The Employer
hereby establishes with the Trustee a Trust consisting of such sums of money
and other property acceptable to the Trustee as shall from time to time be paid
or delivered to such Trustee in accordance with the provisions of the Plan.
All such money and property and all earnings and profits thereon, less any
losses and disbursements made by the Trustee, as authorized herein, shall
constitute the Trust Fund which shall be held, managed, and administered in
accordance with the provisions of this Agreement by the Trustee, who hereby
accepts the Trust created hereunder.
1.2 IRREVOCABILITY OF CONTRIBUTIONS. All contributions made to
the Trust shall be irrevocable during the existence of the Trust and shall be
administered exclusively for the benefit of the participants of the Plan and
their beneficiaries, except that, upon the Employer's request, a contribution
which was made by a mistake in fact, or conditioned upon initial qualification
of the Plan if the Plan does not initially qualify and the application for
determination relating to initial qualification is filed by the due date of the
Employer's return for the taxable year in which the Plan was adopted, or upon
the deductibility of the contribution under Section 404 of the Internal Revenue
Code of 1986, as amended (hereinafter referred to as the "Code") shall be
returned to the Employer within one year after the payment of the contribution,
denial of the qualification or the disallowance of the deduction (to the extent
thereof), whichever is applicable.
ARTICLE TWO
FIDUCIARY RESPONSIBILITY
2.1 EMPLOYER. The Employer shall have the sole responsibility of
making its contributions under the Plan. The Trustee shall have no right or
duty to require payment
-2-
<PAGE> 148
of any contribution, or to inquire into the amount or method of determining the
amount of any contribution, and shall be accountable only for funds and
property actually received by it.
2.2 COMMITTEE. The Committee provided for in the Plan shall have the
exclusive authority to control and manage the operation and administration of
the Plan, to establish a funding method and policy consistent with the Plan's
objectives, as may be appropriate from time to time, and to direct the Trustee
to make disbursements from the Trust Fund. The Committee shall provide the
Trustee with a certified copy of the Plan and all amendments, and from time to
time, shall communicate to the Trustee, in writing, the liquidity needs of the
Plan and such other information as is necessary for the Trustee to carry out
its fiduciary responsibilities under ERISA with respect to the investment of
the Trust Fund (or any portion thereof which is not under the management of an
Investment Manager), and the administration of the Trust Fund. The Trustee
shall have no responsibility or duties whatsoever in respect to the
administration of the Plan, other than as set forth herein or as mutually
agreed upon in writing hereafter.
2.3 TRUSTEE. The Trustee shall have the authority and discretion
to manage and control the Trust Fund to the extent provided in this Agreement,
but does not guarantee the Trust Fund in any manner against investment loss or
depreciation in asset value, or guarantee the adequacy of the Trust Fund to
meet and discharge all or any liabilities of the Plan. The Trustee shall not
be liable for the making, retention or sale of any investment or reinvestment
made by it, as herein provided, or for any loss to, or diminution of the Trust
Fund, or for any other loss or damage which may result from the discharge of
its duties hereunder except to the extent it is judicially determined that the
Trustee has failed to exercise the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and like aims.
The duties and obligations of the Trustee shall be limited to those
expressly imposed upon it by this Agreement or subsequently agreed upon by the
parties, notwithstanding any reference herein to the Plan, or to the provisions
thereof, it being expressly agreed that the Trustee is not a party to the Plan.
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2.4 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES. For purposes
of ERISA, it is recognized that the Employer, Trustee, and the Committee are
Fiduciaries (collectively referred to herein as the "Fiduciaries"), but only
with respect to those specific powers, duties, responsibilities and obligations
as are specifically given them under the Plan or this Trust Agreement. Each
Fiduciary may rely upon any direction, information or action of another
Fiduciary as being proper under the Plan or this Trust Agreement and is not
required under the Plan or this Trust Agreement to inquire into the propriety
of any such direction, information or action. It is intended that each
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under the Plan and this Trust
Agreement and shall not be responsible for any act or failure to act of another
Fiduciary. No Fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset values.
2.5 GENERAL FIDUCIARY RESPONSIBILITIES. The Fiduciaries shall
discharge the specific powers, duties, responsibilities or obligations given
them under the Plan or this Trust Agreement solely in the interests of
participants and their beneficiaries and for the exclusive purpose of providing
benefits to participants and their beneficiaries and defraying reasonable
expenses of administering the Plan and Trust Agreement, with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in
the conduct of an enterprise of a like character and with like aims.
ARTICLE THREE
INVESTMENT AND ADMINISTRATIVE POWERS
3.1 INVESTMENT POWERS OF THE TRUSTEE. The Trustee is authorized,
in its sole discretion:
(a) To invest and reinvest the funds received hereunder,
and any accretions thereto, without distinction between principal and income,
in such securities, (other than securities of the Trustee or its affiliates),
or in such other property, real or personal, wherever situate, whether or not
income producing, including but not limited to stock, common or preferred,
interests in investment companies, including so-called "money market
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funds" (and further including investment companies for which Trustee or its
affiliate(s) may provide investment advisory, custodial, transfer agency or
other services and for which they may be separately and additionally
compensated), bonds and mortgages and other evidences of indebtedness
(including debt securities underwritten by Trustee or any of its affiliates,
whether individually or as a member of a divided or undivided syndicate), and
deposits in a bank or other financial institution under state or Federal
supervision, including the Trustee's banking department, which bear a
reasonable rate of interest; provided, however, that no investment shall be
made in securities or real property of the Employer in violation of Sections
406(a)(2) and 407(a) of Title I of ERISA. In making such investments, the
Trustee shall not be restricted by any state law or statute designating
investments eligible for trust funds.
(b) To invest all or any part of the funds received by it
in one or more common trust or collective investment funds maintained by the
Trustee or any affiliate of the Trustee (within the meaning of Section 1504 of
the Code or any subsequent corresponding section), but only if the trustee of
any such fund has acknowledged in the fund's governing instrument that it is a
fiduciary with respect to any plan the assets of which are invested thereunder.
Notwithstanding any other provisions of this Agreement,
in the event that participation in any such fund shall occur, the assets so
invested shall be subject to all the provisions of the common trust or
collective investment fund plan. To the extent required by law, regulation, or
revenue ruling, the plan provisions of any common trust or collective
investment fund in which participation occurs are hereby expressly incorporated
herein by reference and shall be a part of this agreement.
(c) To invest all or any part of the funds received or held
by it in any portfolios of the PNC Funds. Attached hereto as Exhibit "A" is a
Disclosure Statement, accompanied by Prospectuses describing each of the
investment portfolios (the "Portfolios") listed in Exhibit "A" established
pursuant to a Declaration of Trust under the name of "The PNC Fund". The
Employer acknowledges that it is independent of PNC Bank Corp. and its
affiliates ("PNC"), the PNC Fund and its affiliates and that it will not
receive direct or indirect consideration for its personal account in connection
with this investment. Based upon these materials, including Exhibit "A" and
the Prospectuses mentioned above, the Employer hereby consents to the purchase
and sale of shares of any of the Portfolios listed in Exhibit
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"A". This consent shall remain in full force and effect until written notice
of revocation is provided to the Trustee.
(d) To hold uninvested, from time to time, without
liability for interest thereon, such amounts as are necessary for the cash
requirements of the Plan; and to hold assets of the Trust Fund in cash or cash
equivalents, government securities, or straight debt securities in varying
proportions when and for so long as, in the opinion of the Trustee, prevailing
market and economic considerations indicate that it is in the best interest of
the Trust Fund to do so.
3.2 ADMINISTRATIVE POWERS OF THE TRUSTEE. With respect to all
assets held hereunder, the Trustee is authorized:
(a) To sell any such property, by private contract or at
public auction, for cash or credit, without notice or advertisement. No person
dealing with the Trustee shall be bound to see to the application of the
purchase money or to inquire into the validity, expediency, or propriety of any
such sale or other disposition.
(b) To exchange, mortgage, or lease any such property on
such terms and conditions as it may deem appropriate.
(c) To grant or take options for any duration to purchase
any such property, whether personal or real.
(d) To cause any securities or other property to be
registered in its own name or in the name of one or more of its nominees or a
nominee or nominees of any national registered securities depository which it
has selected and to hold any investment in bearer or other negotiable form
provided that the books and records of the Trustee at all times show that such
investments are part of the Trust Fund. In compliance herewith, the Trustee
may give to any registrar, transfer agent, or insurer, including but not
limited to corporations, state, or Federal authorities or agents, any bond or
other guarantee which may be required. Any registrar, transfer agent, or
insurer shall be fully protected and saved harmless from any action either at
law or in equity for acting upon or in compliance with the instructions
received in writing from the Trustee.
(e) To vote upon any stocks, bonds or other securities; to
give general or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights, or
other options, and to make any
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payments incidental thereto; to oppose or to consent to, or otherwise
participate in, corporate reorganization or other changes affecting corporate
securities, to delegate discretionary powers, and to pay any assessments or
charges in connection therewith; and generally to exercise any of the powers of
an owner with respect to stocks, bonds, securities, or other properties held as
part of the Trust Fund. Provided, however, that the powers set forth in this
paragraph (e) shall vest in the Employer to the extent they relate to (1) any
shares in any mutual fund, including but not limited to any portfolio of the
PNC Funds for which the Trustee or any of its affiliates provides services to
the extent that any proxy or vote relates to such services or the compensation
therefor; and (2) any shares which constitute Employer securities as defined in
Section 407(d)(1) of ERISA.
(f) To settle, compromise, or submit to arbitration any
claims, debts, or damage due or owing to or from the Trust Fund, to commence or
defend suits or legal or administrative proceedings, and to represent the Trust
Fund in all legal and administrative proceedings, provided, however, the
Trustee shall not be obligated to take any action or to appear and participate
in any action which would subject it to expense or liability unless it is first
indemnified in an amount and manner satisfactory to it, or is furnished with
funds sufficient, in its sole judgment, to cover the same.
(g) To borrow money for the purposes of the Trust from any
person (other than the Trustee in its individual capacity or other party in
interest unless authorized pursuant to ERISA), and to pledge assets of the
Trust Fund as security for repayment.
(h) To purchase any bonds or other items required by any
federal, state, or local government and to pay any insurance premium or other
type of assessment required by said governments as part of the operation of
such Trust.
(i) To employ suitable agents, advisors, accountants, and
counsel and to pay their reasonable expenses and compensation.
In addition to the foregoing powers, the Trustee shall
also have all of the powers, rights and privileges conferred upon trustees by
the Pennsylvania Fiduciaries Code, 20 Pa.C.S.A., Chapter 71, or as the same
may be subsequently modified or amended, to the extent such law is not
preempted by federal law, and the power to do all acts, take all proceedings,
and execute all rights and privileges, although not specifically mentioned
herein, as the Trustee may deem necessary to administer the Trust Fund and to
carry out the purposes of this Trust.
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3.3 DISBURSEMENTS FROM TRUST FUND. The Trustee shall from time to
time on the written direction of the Committee make payments out of the Trust
Fund to the Committee or to such persons, in such manner, in such amounts, and
for such purposes as may but need not be specified in the direction of the
Committee. The Committee may also direct the payment of or reimbursement for
expenses of administering the Plan and Trust Fund. Upon any such payment being
made, the amount thereof shall no longer constitute a part of the Trust Fund.
In addition, payment of the Trustee's compensation, expenses,
and taxes may be made from the Trust Fund as provided in ARTICLE FIVE.
ARTICLE FOUR
DIRECTIONS TO THE TRUSTEE
4.1 DIRECTIONS TO BE IN WRITING. All directions by the Committee
to the Trustee shall be in writing, signed by a member of the Committee or by
such other person or persons as may be designated from time to time by the
Committee. The Employer shall deliver to the Trustee certificates evidencing
the appointment and termination of office of the members of the Committee and
the Committee shall deliver to the Trustee certificates designating any other
person authorized to act on its behalf, together with specimens of their
signatures.
4.2 WARRANTY. The Employer warrants that all certificates
delivered to the Trustee hereunder shall be genuine and executed by the proper
person or persons and that all directions issued to the Trustee by any of its
officers or agents, or by the Committee, will be in accordance with the terms
of the Plan and not contrary to the provisions of ERISA and regulations issued
thereunder.
4.3 APPLICATION OF PAYMENT. The Trustee shall not be responsible
in any way for the application of any payments it is directed to make or for
the adequacy of the Trust Fund to meet and discharge any and all liabilities
under the Plan.
4.4 INDEMNIFICATION. The Plan (or, at the Employer's option, the
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Employer) shall indemnify the Trustee and agrees to hold the Trustee harmless
from and against any loss, liability and expense (including reasonable
attorneys' fees and disbursements) incurred by the Trustee by reason of any
claim, demand, cause of action or judgment arising out of this Trust Agreement,
except for such claim, demand, cause of action, or judgment as may be found in
a final judgment by a court to have resulted from the Trustee's breach of duty
under ERISA or this Agreement.
ARTICLE FIVE
PAYMENT OF COMPENSATION, EXPENSES AND TAXES
5.1 PAYMENT OF TRUSTEE'S COMPENSATION AND EXPENSES. The expenses
incurred by the Trustee in the administration of the Trust Fund, including fees
for legal services rendered to the Trustee, such compensation to the Trustee as
may be agreed upon, from time to time, between the Employer and the Trustee,
and all other proper charges and expenses of the Trustee, its agents, advisors,
and counsel, shall be paid from the Trust Fund unless paid by the Employer.
Notwithstanding the provisions of Section 3.4, payments under this ARTICLE FIVE
may be made without the approval or direction of the Committee.
5.2 TAX EXEMPTION. The Employer intends that the Trust herein
created shall qualify as an "Exempt Organization" within the meaning of Section
501(a) of the Code, or under any comparable section of any future legislation
which amends, supplements or supersedes said section, and, until advised to the
contrary, the Trustee may assume that the Trust is so qualified and is entitled
to tax exemption.
Nevertheless, all taxes of any and all kinds whatsoever that may be
levied or assessed under the existing or future laws upon the Trust Fund or the
income thereof, shall be paid from the Trust Fund. The Trustee may assume that
any such taxes are lawfully levied or assessed unless, subsequent to
notification to the Committee of such levies or assessments, the Committee
advises the Trustee to contest the validity of such taxes. At the direction of
the Committee, the Trustee shall take such action as the Committee shall
direct, but all expenses incident thereto shall be chargeable to the Trust
Fund, unless otherwise directed by the Committee.
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ARTICLE SIX
RECORDS AND ACCOUNTS
6.1 BOOKS, RECORDS AND ACCOUNTS. The Trustee shall keep accurate
and detailed accounts of all investments, receipts, disbursements, and other
transactions hereunder, and all accounts, books and records, photostatic copies
and other reproductive copies, relating thereto shall be open to inspection and
audit at all reasonable times by any person designated by the Committee. As of
the close of each fiscal year of the trust, or at such other times as may be
mutually agreed, and as of the date of the removal or resignation of the
Trustee, the Trustee shall file with the Committee a written account setting
forth all investments, receipts, disbursements and other transactions effected
by it during the period from the date of its last such account. Upon the
expiration of ninety (90) days from the date of filing any such account, or
upon the earlier specific approval thereof by the Committee, the Trustee shall
be forever released and discharged from all liability and accountability to the
Employer with respect to the propriety of its acts and transactions shown in
such account, except with respect to any such acts or transactions as to which
the Committee shall, within such ninety (90) day period, file written
objections with the Trustee. Nothing herein contained, however, shall be
deemed to preclude the Trustee of its right to have its account judicially
settled by a court of competent jurisdiction.
6.2 VALUATION. As of the close of each fiscal year of the Plan,
and at such other times as shall be required by the Plan, the Trustee shall
file with the Committee a list of the assets of the Trust Fund and their fair
market values, determined in accordance with the customary procedure of the
Trustee.
6.3 DESTRUCTION OF RECORDS. The Trustee is authorized to cremate
or otherwise destroy correspondence, or other files, including but not limited
to, correspondence of transmittal for checks, statements and account analyses,
and correspondence dealing with terminated or deceased participants, after a
period of six (6) years; provided, however, that the Trustee has given to the
Committee ninety (90) days' written notice of such intention of destruction.
If the Committee in the said period shall notify the Trustee that the records
are
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not to be destroyed, then such records shall be delivered to the Committee.
Upon such destruction or removal, the Trustee shall be released from any and
all liability pertaining to said records.
ARTICLE SEVEN
AMENDMENT AND TERMINATION
7.1 AMENDMENT. The Employer reserves the right, by action of its
Board of Directors, to amend this Agreement in whole or in part from time to
time, by an instrument in writing delivered to the Trustee, provided that no
such amendment shall authorize or permit any part of the corpus or income of
the Trust Fund to be used for or diverted to purposes other than for the
exclusive benefit of the participants in the Plan, or their beneficiaries, or
their estates and the payment of the expenses of the Plan and Trust, and
provided further, no such amendment which affects the rights, duties,
responsibilities, immunities or compensation of the Trustee may be made without
its consent.
7.2 TERMINATION. The Trust may be terminated at any time by the
Employer. Notice of such termination shall be given to the Trustee in writing,
executed and acknowledged in the same form as this Agreement, together with a
certified copy of the Resolution of the Board of Directors of the Employer
authorizing such termination. Upon receipt of such notice, the Trustee shall
dispose of the Trust Fund in accordance with the written directions of the
Committee, as provided in Section 3.4, subject, however, to the provisions of
ARTICLE NINE, and provided further that no liquidation of assets and payment of
benefits, (or provision therefor), shall actually be made by the Trustee until
after it is established by the Employer in a manner satisfactory to the
Trustee, that the applicable requirements, if any, of ERISA and the Code
governing the termination of employee benefit plans, have been, or are being,
complied with, or that appropriate authorizations, waivers, exemptions, or
variances have been, or are being, obtained. At no time prior to the
satisfaction of all liabilities under the Plan shall any part of the corpus or
income of the Trust Fund, after deducting any administrative or other expenses
properly chargeable to the Trust Fund, be used for or diverted to purposes
other than for the exclusive benefit of the participants in the Plan, their
beneficiaries, or their estates.
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ARTICLE EIGHT
REMOVAL AND RESIGNATION OF TRUSTEE
8.1 NOTICE. The Trustee may be removed by the Employer at any
time upon ninety (90) days' written notice to the Trustee. The Trustee may
resign at any time upon ninety (90) days' written notice to the Employer. In
either case, the necessity for such notice may be waived by the mutual
agreement of the Trustee and the Employer.
8.2 SUCCESSOR TRUSTEE. Upon the removal or resignation of the
Trustee, the Employer shall appoint a successor trustee who shall have the same
powers and duties as those conferred upon the Trustee hereunder, and, upon
receipt by the Trustee of the written acceptance of such appointment by the
successor trustee, the Trustee shall, subject to the provisions of ARTICLE
NINE, assign, transfer, and pay over to such successor trustee the funds and
properties then constituting the Trust Fund.
ARTICLE NINE
SETTLEMENT OF ACCOUNT
9.1 SETTLEMENT OF ACCOUNT. In the event of the termination of the
Trust, or the resignation or removal of the Trustee, the Trustee shall have the
right to a settlement of its accounts, which accounting may be made, at the
option of the Trustee, either (a) by a judicial settlement in a court of
competent jurisdiction; or, (b) in the event judicial settlement is waived, by
agreement of settlement, release, and indemnity from the Employer to the
Trustee.
Upon completion of such settlement of accounts, distribution
of the Trust Fund shall be made as hereinabove provided. The Trustee is
authorized, however, to reserve such reasonable sum of money, as it may deem
advisable, to provide for any amounts chargeable against the Trust Fund for
which it may be liable, or for payment of its fees and expenses in connection
with the settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over
pursuant to the directions of the Committee.
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ARTICLE TEN
MISCELLANEOUS
10.1 MERGER OR CONSOLIDATION OF EMPLOYER. In the event of the
merger or consolidation of the Employer or other circumstances whereby a
successor entity shall continue to carry on all or a substantial part of its
business, and such successor shall elect to carry on the provisions of the Plan
as herein provided, such successor shall be substituted upon the filing in
writing of its election so to do with the Trustee.
10.2 MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation into
which the Trustee or any successor trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee or any successor trustee may be a party, or any
corporation to which all or substantially all the trust business of the Trustee
or any successor trustee may be transferred, shall be the successor of such
trustee without the filing of any instrument or performance of any further act,
before any court.
10.3 NO ASSIGNMENT OF BENEFITS.
(a) No benefit under this Trust shall be subject in any way
to anticipation, alienation, sale, transfer, assignment, pledging, encumbrance
or charge, and any action by way of anticipating, alienating, selling,
transferring, assigning, pledging, encumbering, or charging the same shall be
void and of no effect; nor shall any such benefit be in any manner subject to
the debts, contracts or liabilities of the person entitled to such benefit.
(b) Section 10.3(a) shall not apply to a "qualified
domestic relations order" as defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Committee under the
provisions of the Retirement Equity Act of 1984.
10.4 CONSTRUCTION OF AGREEMENT. Words used in the masculine
include the feminine gender. Words used in the singular form or plural shall
be construed as if plural or singular, respectively, where they would so apply.
Titles of articles and paragraphs are inserted for convenience and shall not
affect the meaning or construction of this Agreement.
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10.5 APPLICABLE LAW. This Agreement shall be construed and enforced
according to the law of the Commonwealth of Pennsylvania and all the provisions
hereof shall be administered according to the law of said Commonwealth, except
to the extent such laws are superseded by the Internal Revenue Code of 1986 or
by ERISA.
10.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be considered an original but all of which
shall be deemed to be one document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers and attested this 1st day
of July, 1994.
ATTEST: EMPLOYER:
Teleflex Incorporated
By
------------------------ -------------------------
Asst. Sec. Vice-President
ATTEST: TRUSTEE:
PNC BANK, NATIONAL, ASSOCIATION
By /s/ JOSEPH L. PETA
------------------------ -------------------------
Assistant Vice President Vice President Joseph L. Peta
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TRUST AGREEMENT
THIS AGREEMENT, entered into this 1st day of July, 1994 by and
between Teleflex Incorporated (hereinafter referred to as the "Employer") and
PNC BANK, NATIONAL ASSOCIATION (hereinafter referred to as the "Trustee").
WITNESSETH:
WHEREAS, the Employer has adopted the Teleflex Retirement Income
Plan hereinafter referred to as the "Plan"), for the benefit of its eligible
employees; and
WHEREAS, an Administrative Committee (hereinafter referred to as the
"Committee") has been created to administer the Plan; and
WHEREAS, in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended (hereinafter referred to as
"ERISA"), the Plan provides that the assets of the Plan shall be held in trust
for the exclusive purposes of providing benefits to participants in the Plan
and their beneficiaries, and defraying reasonable expenses of administering the
Plan and Trust.
NOW, THEREFORE, the Employer and the Trustee, intending to be
legally bound, do hereby agree as follows:
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ARTICLE ONE
EMPLOYEES' TRUST
1.1 ESTABLISHMENT AND ACCEPTANCE OF THE TRUST. The Employer
hereby establishes with the Trustee a Trust consisting of such sums of money
and other property acceptable to the Trustee as shall from time to time be paid
or delivered to such Trustee in accordance with the provisions of the Plan. All
such money and property and all earnings and profits thereon, less any losses
and disbursements made by the Trustee as authorized herein, shall constitute
the Trust Fund which shall be held, managed and administered in accordance with
the provisions of this Agreement by the Trustee, who hereby accepts the Trust
created hereunder.
1.2 IRREVOCABILITY OF CONTRIBUTIONS. All contributions made to
the Trust shall be irrevocable during the existence of the Trust and shall be
administered exclusively for the benefit of the participants of the Plan and
their beneficiaries, except that, upon the Employer's request, a contribution
which was made by a mistake in fact, or conditioned upon initial qualification
of the Plan if the Plan does not initially qualify and the application for
determination relating to initial qualification is filed by the due date of the
Employer's return for the taxable year in which the Plan was adopted, or upon
the deductibility of the contribution under Section 404 of the Internal Revenue
Code of 1986, as amended, (hereinafter referred to as the "Code") shall be
returned to the Employer within one year after the payment of the contribution,
denial of the qualification or the disallowance of the deduction (to the extent
thereof), whichever is applicable.
ARTICLE TWO
FIDUCIARY RESPONSIBILITIES
2.1 EMPLOYER. The Employer shall have the sole responsibility
of making its contributions under the Plan. The Trustee shall have no right or
duty to require payment of any contribution, or to inquire into the amount or
method of determining the amount of any contribution, and shall be accountable
only for funds and property actually received by it.
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2.2 COMMITTEE. The Committee provided for in the Plan shall
have the exclusive authority to control and manage the operation and
administration of the Plan, to establish a funding method and policy
consistent with the Plan's objectives, as may be appropriate from time to time,
and to direct the Trustee to make disbursements from the Trust Fund. The
Committee shall provide the Trustee with a certified copy of the Plan and all
amendments, and from time to time, shall communicate to the Trustee, in
writing, the liquidity needs of the Plan and such other information as is
necessary for the Trustee to carry out its fiduciary responsibilities under
ERISA with respect to the investment of the Trust Fund (or any portion thereof
which is not under the management of an Investment Manager) and the
administration of the Trust Fund. The Trustee shall have no responsibility or
duties whatsoever in respect to the administration of the Plan other than as
set forth herein or as mutually agreed upon in writing hereafter.
2.3 TRUSTEE. The Trustee shall have the authority and
discretion to manage and control the Trust Fund to the extent provided in this
Agreement, but does not guarantee the Trust Fund in any manner against
investment loss or depreciation in asset value or guarantee the adequacy of the
Trust Fund to meet and discharge all or any liabilities of the Plan. The
Trustee shall not be liable for the making, retention or sale of any investment
or reinvestment made by it, as herein provided, or for any loss to, or
diminution of the Trust Fund, or for any other loss or damage which may result
from the discharge of its duties hereunder except to the extent it is
judicially determined that the Trustee has failed to exercise the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and like aims.
The duties and obligations of the Trustee shall be limited to those
expressly imposed upon it by this Agreement or subsequently agreed upon by the
parties, notwithstanding any reference herein to the Plan, or to the provisions
thereof, it being expressly agreed that the Trustee is not a party to the Plan.
2.4 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES. For
purposes of ERISA, it is recognized that the Employer, Trustee, and the
Committee are Fiduciaries (collectively referred to herein as the
"Fiduciaries'), but only with respect to those specific
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powers, duties, responsibilities and obligations as are specifically given them
under the Plan or this Trust Agreement. Each Fiduciary may rely upon any
direction, information or action of another Fiduciary as being proper under the
Plan or this Trust Agreement and is not required under the Plan or this Trust
Agreement to inquire into the propriety of any such direction, information or
action. It is intended that each Fiduciary shall be responsible for the proper
exercise of its own powers, duties, responsibilities and obligations under the
Plan and this Trust Agreement and shall not be responsible for any act or
failure to act of another Fiduciary. No Fiduciary guarantees the Trust Fund in
any manner against investment loss or depreciation in asset values.
2.5 GENERAL FIDUCIARY RESPONSIBILITIES. The Fiduciaries shall
discharge the specific powers, duties, responsibilities or obligations given
them under the Plan or this Trust Agreement solely in the interests of
participants and their beneficiaries and for the exclusive purpose of providing
benefits to participants and their beneficiaries and defraying reasonable
expenses of administering the Plan and Trust Agreement, with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in
the conduct of an enterprise of a like character and with like aims.
ARTICLE THREE
INVESTMENT AND ADMINISTRATIVE POWERS
3.1 INVESTMENT POWERS OF THE TRUSTEE. The Trustee is
authorized, in its sole discretion:
(a) To invest and reinvest the funds received hereunder,
and any accretions thereto, without distinction between principal and income,
in such securities (other than securities of the Trustee or its affiliates), or
in such other property, real or personal, wherever situate, whether or not
income producing, including but not limited to stock, common or preferred,
interests in investment companies, including so-called "money market funds"
(and further including investment companies for which Trustee or its
affiliate(s) may provide investment advisory, custodial, transfer agency or
other services and for which they may be separately and additionally
compensated), bonds and mortgages and other evidences
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of indebtedness (including debt securities underwritten by Trustee or any of
its affiliates, whether individually or as a member of a divided or undivided
syndicate), and deposits in a bank or other financial institution under state
or Federal supervision, including the Trustee's banking department, which bear
a reasonable rate of interest; provided, however, that no investment shall be
made in securities or real property of the Employer in violation of Sections
406(a)(2) and 407(a) of Title I of ERISA. In making such investments, the
Trustee shall not be restricted by any state law or statute designating
investments eligible for trust funds.
(b) To invest all or any part of the funds received by it
in one or more common trust or collective investment funds maintained by the
Trustee or any affiliate of the Trustee (within the meaning of Section 1504 of
the Code or any subsequent corresponding section), but only if the trustee of
any such fund has acknowledged in the fund's governing instrument that it is a
fiduciary with respect to any plan the assets of which are invested thereunder.
Notwithstanding any other provisions of this
Agreement, in the event that participation in any such fund shall occur, the
assets so invested shall be subject to all the provisions of the common trust
or collective investment fund plan. To the extent required by law, regulation,
or revenue ruling, the plan provisions of any common trust or collective
investment fund in which participation occurs are hereby expressly incorporated
herein by reference and shall be a part of this Agreement.
(c) To invest all or any part of the funds received or
held by it in any portfolios of The PNC Funds. Attached hereto as Exhibit "A"
is a Disclosure Statement, accompanied by Prospectuses describing each of the
investment portfolios (the "Portfolios") listed in Exhibit "A", established
pursuant to a Declaration of Trust under the name of "The PNC Fund". The
Employer acknowledges that it is independent of PNC Bank Corp. and its
affiliates ("PNC"), The PNC Fund and its affiliates and that it will not
receive direct or indirect consideration for its personal account in connection
with this investment. Based upon these materials, including Exhibit "A" and
the Prospectuses mentioned above, the Employer hereby consents to the purchase
and sale of shares of any of the Portfolios listed in Exhibit "A". This
consent shall remain in full force and effect until written notice of
revocation is provided to the Trustee.
(d) To hold uninvested, from time to time, without liability for
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<PAGE> 165
interest thereon, such amounts as are necessary for the cash requirements of
the Plan; and to hold assets of the Trust Fund in cash or cash equivalents,
government securities, or straight debt securities in varying proportions when
and for so long as, in the opinion of the Trustee, prevailing market and
economic considerations indicate that it is in the best interest of the Trust
Fund to do so.
3.2 ADMINISTRATIVE POWERS OF THE TRUSTEE. With respect to all
assets held hereunder, the Trustee is authorized:
(a) To sell any such property by private contract or at
public auction for cash or credit without notice or advertisement. No person
dealing with the Trustee shall be bound to see to the application of the
purchase money or to inquire into the validity, expediency or propriety of any
such sale or other disposition.
(b) To exchange, mortgage or lease any such property on
such terms and conditions as it may deem appropriate.
(c) To grant or take options for any duration to purchase
any such property, whether personal or real.
(d) To cause any securities or other property to be
registered in its own name or in the name of one or more of its nominees or a
nominee or nominees of any national registered securities depository which it
has selected and to hold any investment in bearer or other negotiable form
provided that the books and records of the Trustee at all times show that such
investments are part of the Trust Fund. In compliance herewith, the Trustee
may give to any registrar, transfer agent or insurer, including but not limited
to corporations, state or Federal authorities or agents, any bond or other
guarantee which may be required. Any registrar, transfer agent or insurer
shall be fully protected and saved harmless from any action either at law or in
equity for acting upon or in compliance with the instructions received in
writing from the Trustee.
(e) To vote upon any stocks, bonds or other securities; to
give general or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights or
other options, and to make any payments incidental thereto; to oppose or to
consent to, or otherwise participate in, corporate reorganization or other
changes affecting corporate securities; to delegate discretionary powers and to
pay any assessments or charges in connection therewith; and generally to
6
<PAGE> 166
exercise any of the powers of an owner with respect to stocks, bonds,
securities or other properties held as part of the Trust Fund, provided,
however, that the powers set forth in this Paragraph (e) shall vest in the
Employer to the extent they relate to (1) any shares in any mutual fund,
including but not limited to any portfolio of The PNC Funds for which the
Trustee or any of its affiliates provides services to the extent that any proxy
or vote relates to such services or the compensation therefor; and (2) any
shares which constitute Employer securities as defined in Section 407(d)(1) of
ERISA.
(f) To settle, compromise, or submit to arbitration any
claims, debts or damage due or owing to or from the Trust Fund, to commence or
defend suits or legal or administrative proceedings and to represent the Trust
Fund in all legal and administrative proceedings, provided, however, the
Trustee shall not be obligated to take any action or to appear and participate
in any action which would subject it to expense or liability unless it is first
indemnified in an amount and manner satisfactory to it or is furnished with
funds sufficient, in its sole judgment, to cover the same.
(g) To borrow money for the purposes of the Trust from any
person (other than the Trustee in its individual capacity or other party in
interest unless authorized pursuant to ERISA) and to pledge assets of the Trust
Fund as security for repayment.
(h) To purchase any bonds or other items required by any
Federal, state, or local government and to pay any insurance premium or other
type of assessment required by said governments as part of the operation of
such Trust.
(i) To employ suitable agents, advisors, accountants and
counsel and to pay their reasonable expenses and compensation.
In addition to the foregoing powers, the Trustee shall
also have all of the powers, rights and privileges conferred upon trustees by
the Pennsylvania Fiduciaries Code, 20 Pa.C.S.A., Chapter 71, or as the same may
be subsequently modified or amended, to the extent such law is not preempted by
Federal law, and the power to do all acts, take all proceedings, and execute
all rights and privileges, although not specifically mentioned herein, as the
Trustee may deem necessary to administer the Trust Fund and to carry out the
purposes of this Trust.
3.3 DISBURSEMENTS FROM TRUST FUND. The Trustee shall, from time
to time on the written direction of the Committee, make payments out of the
Trust Fund to the
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<PAGE> 167
Committee or to such persons, in such manner, in such amounts and for such
purposes as may but need not be specified in the direction of the Committee.
The Committee may also direct the payment of or reimbursement for expenses of
administering the Plan and Trust Fund. Upon any such payment being made, the
amount thereof shall no longer constitute a part of the Trust Fund.
In addition, payment of the Trustee's compensation, expenses
and taxes may be made from the Trust Fund as provided in ARTICLE FIVE.
ARTICLE FOUR
DIRECTIONS TO THE TRUSTEE
4.1 DIRECTIONS TO BE IN WRITING. All directions by the Committee
to the Trustee shall be in writing, signed by a member of the Committee or by
such other person or persons as may be designated from time to time by the
Committee. The Employer shall deliver to the Trustee certificates evidencing
the appointment and termination of office of the members of the Committee and
the Committee shall deliver to the Trustee certificates designating any other
person authorized to act on its behalf, together with specimens of their
signatures.
4.2 WARRANTY. The Employer warrants that all certificates
delivered to the Trustee hereunder shall be genuine and executed by the proper
person or persons and that all directions issued to the Trustee by any of its
officers or agents or by the Committee win be in accordance with the terms of
the Plan and not contrary to the provisions of ERISA and regulations issued
thereunder.
4.3 APPLICATION OF PAYMENTS. The Trustee shall not be
responsible in any way for the application of any payments it is directed to
make or for the adequacy of the Trust Fund to meet and discharge any and all
liabilities under the Plan.
4.4 INDEMNIFICATION. The Plan (or, at the Employer's option, the
Employer) shall indemnify the Trustee and agrees to hold the Trustee harmless
from and against any loss, liability and expense (including reasonable
attorneys' fees and
8
<PAGE> 168
disbursements) incurred by the Trustee by reason of any claim, demand, cause of
action or judgment arising out of this Trust Agreement, except for such claim,
demand, cause of action, or judgment as may be found in a final judgment by a
court to have resulted from the Trustee's breach of duty under ERISA or this
Agreement.
ARTICLE FIVE
PAYMENT OF COMPENSATION, EXPENSES AND TAXES
5.1 PAYMENT OF TRUSTEE'S COMPENSATION AND EXPENSES. The
expenses incurred by the Trustee in the administration of the Trust Fund,
including fees for legal services rendered to the Trustee, such compensation to
the Trustee as may be agreed upon, from time to time, between the Employer and
the Trustee, and all other proper charges and expenses of the Trustee, its
agents, advisors and counsel shall be paid from the Trust Fund unless paid by
the Employer. Notwithstanding the provisions of Section 3.4, payments under
this ARTICLE FIVE may be made without the approval or direction of the
Committee.
5.2 TAX EXEMPTION. The Employer intends that the Trust herein
created shall qualify as an "Exempt Organization" within the meaning of Section
501(a) of the Code, or under any comparable section of any future legislation
which amends, supplements or supersedes said section, and, until advised to the
contrary, the Trustee may assume that the Trust is so qualified and is entitled
to tax exemption.
Nevertheless, all taxes of any and all kinds whatsoever that
may be levied or assessed under the existing or future laws upon the Trust Fund
or the income thereof, shall be paid from the Trust Fund. The Trustee may
assume that any such taxes are lawfully levied or assessed unless, subsequent
to notification to the Committee of such levies or assessments, the Committee
advises the Trustee to contest the validity of such taxes. At the direction of
the Committee, the Trustee shall take such action as the Committee shall
direct, but all expenses incident thereto shall be chargeable to the Trust
Fund, unless otherwise directed by the Committee.
9
<PAGE> 169
ARTICLE SIX
RECORDS AND ACCOUNTS
6.1 BOOKS, RECORDS AND ACCOUNTS. The Trustee shall keep
accurate and detailed accounts of all investments, receipts, disbursements and
other transactions hereunder, and all accounts, books and records, photostatic
copies and other reproductive copies, relating thereto, shall be open to
inspection and audit at all reasonable times by any person designated by the
Committee. As of the close of each fiscal year of the Trust, or at such other
times as may be mutually agreed, and as of the date of the removal or
resignation of the Trustee, the Trustee shall file with the Committee a written
account setting forth all investments, receipts, disbursements and other
transactions effected by it during the period from the date of its last such
account. Upon the expiration of ninety (90) days from the date of filing any
such account, or upon the earlier specific approval thereof by the Committee,
the Trustee shall be forever released and discharged from all liability and
accountability to the Employer with respect to the propriety of its acts and
transactions shown in such account, except with respect to any such acts or
transactions as to which the Committee shall, within such ninety (90) day
period, file written objections with the Trustee. Nothing herein contained,
however, shall be deemed to preclude the Trustee of its right to have its
account judicially settled by a court of competent jurisdiction.
6.2 VALUATION. As of the close of each fiscal year of the Plan,
and at such other times as shall be required by the Plan, the Trustee shall
file with the Committee a list of the assets of the Trust Fund and their fair
market values, determined in accordance with the customary procedure of the
Trustee.
6.3 DESTRUCTION OF RECORDS. The Trustee is authorized to
cremate or otherwise destroy correspondence or other files, including but not
limited to, correspondence of transmittal for checks, statements and account
analyses, and correspondence dealing with terminated or deceased participants
after a period of six (6) years; provided, however, that the Trustee has given
to the Committee ninety (90) days' written notice of such intention of
destruction. If the Committee in the said period shall notify the Trustee that
the records are not to be destroyed, then such records shall be delivered to
the Committee. Upon such
10
<PAGE> 170
destruction or removal, the Trustee shall be released from any and all
liability pertaining to said records.
ARTICLE SEVEN
AMENDMENT AND TERMINATION
7.1 AMENDMENT. The Employer reserves the right, by action of
its Board of Directors, to amend this Agreement in whole or in part, from time
to time, by an instrument in writing delivered to the Trustee, provided that no
such amendment shall authorize or permit any part of the corpus or income of
the Trust Fund to be used for or diverted to purposes other than for the
exclusive benefit of the participants in the Plan, or their beneficiaries, or
their estates and the payment of the expenses of the Plan and Trust, and
provided further, no such amendment which affects the rights, duties,
responsibilities, immunities or compensation of the Trustee may be made without
its consent.
7.2 TERMINATION. The Trust may be terminated at any time by the
Employer. Notice of such termination shall be given to the Trustee in writing,
executed and acknowledged in the same form as this Agreement, together with a
certified copy of the Resolution of the Board of Directors of the Employer
authorizing such termination. Upon receipt of such notice, the Trustee shall
dispose of the Trust Fund in accordance with the written directions of the
Committee, as provided in Section 3.4, subject, however, to the provisions of
ARTICLE NINE, and provided further that no liquidation of assets and payment of
benefits (or provision therefor) shall actually be made by the Trustee until
after it is established by the Employer in a manner satisfactory to the
Trustee, that the applicable requirements, if any, of ERISA and the Code
governing the termination of employee benefit plans, have been or are being
complied with, or that appropriate authorizations, waivers, exemptions or
variances have been or are being obtained. At no time prior to the
satisfaction of all liabilities under the Plan shall any part of the corpus or
income of the Trust Fund, after deducting any administrative or other expenses
properly chargeable to the Trust Fund, be used for or diverted to purposes
other than for the exclusive benefit of the participants in the Plan, their
beneficiaries, or their estates.
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<PAGE> 171
ARTICLE EIGHT
REMOVAL AND RESIGNATION OF TRUSTEE
8.1 NOTICE. The Trustee may be removed by the Employer at any
time upon ninety (90) days' written notice to the Trustee. The Trustee may
resign at any time upon ninety (90) days' written notice to the Employer. In
either case, the necessity for such notice may be waived by the mutual
agreement of the Trustee and the Employer.
8.2 SUCCESSOR TRUSTEE. Upon the removal or resignation of the
Trustee, the Employer shall appoint a successor trustee who shall have the same
powers and duties as those conferred upon the Trustee hereunder and, upon
receipt by the Trustee of the written acceptance of such appointment by the
successor trustee, the Trustee shall, subject to the provisions of ARTICLE
NINE, assign, transfer and pay over to such successor trustee the funds and
properties then constituting the Trust Fund.
ARTICLE NINE
SETTLEMENT OF ACCOUNT
9.1 SETTLEMENT OF ACCOUNT. In the event of the termination of
the Trust, or the resignation or removal of the Trustee, the Trustee shall have
the right to a settlement of its accounts which accounting may be made at the
option of the Trustee, either (a) by a judicial settlement in a court of
competent jurisdiction; or, (b) in the event judicial settlement is waived, by
agreement of settlement, release and indemnity from the Employer to the
Trustee.
Upon completion of such settlement of accounts, distribution of the
Trust Fund shall be made as hereinabove provided. The Trustee is authorized,
however, to reserve such reasonable sum of money as it may deem advisable to
provide for any amounts chargeable against the Trust Fund for which it may be
liable or for payment of its fees and expenses in connection with the
settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over
pursuant to the directions of the Committee.
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ARTICLE TEN
MISCELLANEOUS
10.1 MERGER OR CONSOLIDATION OF EMPLOYER. In the event of the
merger or consolidation of the Employer or other circumstances whereby a
successor entity shall continue to carry on all or a substantial part of its
business, and such successor shall elect to carry on the provisions of the Plan
as herein provided, such successor shall be substituted upon the filing in
writing of its election to do so with the Trustee.
10.2 MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation into
which the Trustee or any successor trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee or any successor trustee may be a party, or any
corporation to which all or substantially all the trust business Of the Trustee
or any successor trustee may be transferred, shall be the successor of such
trustee without the filing of any instrument or performance of any further act
before any court.
10.3 NO ASSIGNMENT OF BENEFITS.
(a) No benefit under this Trust shall be subject in any
way to anticipation, alienation, sale, transfer, assignment, pledging,
encumbrance or charge, and any action by way of anticipating, alienating,
selling, transferring, assigning, pledging, encumbering or charging the same
shall be void and of no effect; nor shall any such benefit be in any manner
subject to the debts, contracts or liabilities of the person entitled to such
benefit.
(b) Section 10.3(a) shall not apply to a "qualified
domestic relations order" as defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Committee under the
provisions of the Retirement Equity Act of 1984.
10.4 CONSTRUCTION OF AGREEMENT. Words used in the masculine
include the feminine gender. Words used in the singular form or plural shall
be construed as if plural or singular, respectively, where they would so apply.
Titles of articles and paragraphs are
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<PAGE> 173
inserted for convenience and shall not affect the meaning or construction of
this Agreement.
10.5 APPLICABLE LAW. This Agreement shall be construed and
enforced according to the law of the Commonwealth of Pennsylvania and all the
provisions hereof shall be administered according to the law of said
Commonwealth, except to the extent such laws are superseded by the Internal
Revenue Code of 1986 or by ERISA.
10.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be considered an original but all of which
shall be deemed to be one document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective duly authorized officers and attested this
1st day of July, 1994.
EMPLOYER:
Teleflex Incorporated
By
----------------------- ------------------------
Assistant Secretary Vice-President
ATTEST: TRUSTEE:
PNC BANK, NATIONAL ASSOCIATION
/s/ DIANE M. NUGENT By
----------------------- -------------------------
Vice President
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MASTER TRUST FOR THE RETIREMENT PLAN TRUSTS
ESTABLISHED BY TELEFLEX INCORPORATED AND ITS AFFILIATES
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Integrity of Plans . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III ALLOCATION OF FIDUCIARY RESPONSIBILITIES . . . . . . . . . . . . . . . . . 3
3.1 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.3 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV INVESTMENT FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.1 Division of Master Trust and Allocation of Assets to
Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.2 Investment Guidelines. . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V INVESTMENT MANAGERS AND OPERATION OF
DIRECTED INVESTMENT FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Operation of Directed Investment Fund . . . . . . . . . . . . . . . 4
5.3 Immunity of the Trustee . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VI INVESTMENT AND ADMINISTRATIVE POWERS OF
TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.1 Investment Powers of the Trustee . . . . . . . . . . . . . . . . . . 5
6.2 Insurance Powers of the Trustee . . . . . . . . . . . . . . . . . . 6
6.3 Administrative Powers of the Trustee . . . . . . . . . . . . . . . . 7
ARTICLE VII VALUATIONS, RECORDS, AND ACCOUNTS . . . . . . . . . . . . . . . . . . . . . 8
7.1 Participating Trust Accounts . . . . . . . . . . . . . . . . . . . . 8
7.2 Valuation of Investment Funds . . . . . . . . . . . . . . . . . . . 8
7.3 Adjustment of Account Balances . . . . . . . . . . . . . . . . . . . 8
7.4 Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE VIII ADMISSIONS AND WITHDRAWALS . . . . . . . . . . . . . . . . . . . . . . . . 9
8.1 Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.2 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.3 Withdrawal of Non-qualifying Participation . . . . . . . . . . . . . 9
8.4 Method of Payment of Withdrawals . . . . . . . . . . . . . . . . . . 9
8.5 Segregation of Participation . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IX DIRECTIONS TO THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . 10
9.1 Directions to be in Writing . . . . . . . . . . . . . . . . . . . . 10
9.2 Directions Warranted . . . . . . . . . . . . . . . . . . . . . . . . 10
9.3 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE X PAYMENT OF COMPENSATION, EXPENSES AND
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10.1 Trustee's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10.2 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 175
<TABLE>
<S> <C> <C>
ARTICLE XI AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 11
11.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
11.2 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE XII REMOVAL AND RESIGNATION OF TRUSTEE . . . . . . . . . . . . . . . . . . . . 11
12.1 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12.2 Successor Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE XIII SETTLEMENT OF ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
13.1 Settlement of Account . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE XIV MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
14.1 Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . 12
14.2 Construction of Agreement. . . . . . . . . . . . . . . . . . . . . . 12
14.3 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
<PAGE> 176
MASTER TRUST FOR THE RETIREMENT PLAN TRUSTS
ESTABLISHED BY TELEFLEX INCORPORATED AND ITS AFFILIATES
THIS AGREEMENT, entered into as of the close of business on June , 1994,
by and between TELEFLEX INCORPORATED, (hereinafter referred to as the "Parent
Company"), and PNC BANK, NATIONAL ASSOCIATION, (hereinafter referred to as the
"Trustee").
WITNESSETH:
WHEREAS, TELEFLEX INCORPORATED and each of the corporations listed on
Exhibit A attached hereto and made a part hereof (hereinafter referred to as
"Affiliates") have each adopted the pension plan set opposite its name on
Exhibit A; and
WHEREAS, each of the above plans is a separate pension plan within the
meaning of the Employee Retirement Income Security Act of 1974, as amended,
(hereinafter referred to as "ERISA") and the Internal Revenue Code of 1986, as
amended, (hereinafter referred to as the "Code"); and
WHEREAS, TELEFLEX INCORPORATED has heretofore entered into a Master
Trust Agreement with First Pennsylvania Bank, N.A. (now, Corestates Bank,
N.A.); and
WHEREAS, TELEFLEX INCORPORATED has terminated Corestates Bank, N.A. as
trustee of the Master Trust and has approved the appointment of PNC BANK,
NATIONAL ASSOCIATION as successor master trustee; and
WHEREAS, each of the Affiliates has heretofore entered into a separate
trust agreement with First Pennsylvania Bank, N.A. (now, Corestates Bank,
N.A.); and
WHEREAS, on or before July 1, 1994, each of the Affiliates has terminated
Corestates Bank, N.A. as trustee of such separate trusts and appointed PNC
BANK, NATIONAL ASSOCIATION as successor trustee, and PNC BANK, NATIONAL
ASSOCIATION has accepted its appointment as successor trustee of each of such
separate trusts; and
WHEREAS, the parties hereto intend that the Master Trust be hereby
continued with PNC BANK, NATIONAL ASSOCIATION, as successor Master Trustee, in
order to commingle, solely for investment purposes, certain assets held under
the trust agreements or held under any other "Participating Trust" as defined
herein; and
WHEREAS, the parties intend that nothing contained in this Agreement be
construed or implied to cause a termination or curtailment of the separate
trust agreements established for the above-referenced plans.
NOW, THEREFORE, the Parent Company and the Trustee, intending to be
legally bound, do hereby agree as follows:
ARTICLE I
DEFINITIONS
1. "ANNUAL VALUATION DATE" means the last business day of each
calendar year.
2. "CODE" means the Internal Revenue Code of 1986, as amended.
Reference to a section of the Code shall include any section of similar import
that amends, supplements, or supersedes said section.
<PAGE> 177
3. "COLLECTIVE INVESTMENT TRUST" means any trust for the collective
investment of any employee benefit trusts established under a plan (including
the separate plans listed on Exhibit A.)
4. "COMMITTEE" means the Retirement Committee designated in each
plan as a named fiduciary with respect to control or management of the assets
of the plan.
5. "COMPANY" or "PARENT COMPANY" means TELEFLEX INCORPORATED.
6. "EMPLOYER" means TELEFLEX INCORPORATED and any of its Affiliates
which have become an employing company and an adopting employer under a plan.
7. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
8. "INVESTMENT Manager" means a fiduciary as defined in Title I,
Section 3(38) of ERISA.
9. "MASTER TRUST" means the collective investment trust established
pursuant hereto and as amended hereafter, which shall be known as the MASTER
TRUST FOR RETIREMENT PLAN TRUSTS ESTABLISHED BY TELEFLEX INCORPORATED AND ITS
AFFILIATES, which may consist of any number of investment funds, as described
in ARTICLE IV hereof.
10. "PARTICIPATING TRUST" means any Trust or Collective Investment
Trust, all or any part of the assets of which are invested in the Master Trust,
and which is trusteed by the Trustee as defined herein.
11. "PARTICIPATION" means the interest of any Participating Trust
in the Master Trust.
12. "PLAN" means, respectively, those plans listed on Exhibit A
attached hereto; provided that a separate pension plan (within the meaning of
ERISA and the Code) is deemed to exist under each of the said plans with
respect to each separate employing company, if more than one, which is a
participating employer under said plan.
13. "SUBSIDIARY" means any subsidiary, direct or indirect, of the
TELEFLEX INCORPORATED Parent Company.
14. "TRUST" means any employee benefit trust which is exempt from
Federal income taxation under Section 501(a) by reason of qualifying under
Section 401(a) of the Code, established by the Parent Company or any Affiliate
thereof under a plan.
15. "TRUSTEE" means PNC BANK, NATIONAL ASSOCIATION in its capacity
as Trustee of THE Master Trust, or its successors in trust.
16. "VALUATION DATE" means the last business day of each month, and
such other days as the Committee and the Trustee may determine.
ARTICLE II
GENERAL PROVISIONS
2.1 PURPOSE
The Master Trust herein established shall be maintained
exclusively for the collective investment and reinvestment of monies and other
assets transferred thereto upon the instructions of the Committee in its
capacity as fiduciary for the Participating Trusts. All
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such money and property and all earnings and profits thereon, less any losses,
expenses, and disbursements made by the Trustee, as authorized herein, shall
constitute the Master Trust Fund, which shall be held, managed, and
administered in accordance with the provisions of this Agreement by the
Trustee, who hereby accepts the Master Trust created hereunder. No
Participation shall be assignable in whole or in part by the Participating
Trust or by any person, natural or legal, having any interest therein.
2.2 EFFECT
Each Participating Trust shall adopt as part of its plan all of
the provisions of this Master Trust Agreement and all persons interested
therein shall be bound by their provisions, as the same may be amended from
time to time, with respect to its Participation.
2.3 INTEGRITY OF PLANS
Notwithstanding any other provision herein, or the establishment
or operation of the Master Trust, no part of the Participation of any
Participating Trust shall be used for or diverted to any purpose other than for
the exclusive benefit of the employees or their beneficiaries who are entitled
to benefits under such Participating Trust.
ARTICLE III
ALLOCATION OF FIDUCIARY RESPONSIBILITIES
3.1 COMMITTEE
The Committee shall have the exclusive authority and
responsibility with respect to:
(a) the division of the Master Trust into Investment Funds;
(b) the investment and withdrawal of funds by the
Participating Trusts;
(c) the overall diversification of the investments held in
the entire MasterTrust; and
(d) the appointment of Investment Managers and the
supervision and review of their acts and omissions.
3.2 INVESTMENT MANAGER
Any Investment Manager appointed by the Committee shall have the
exclusive authority to direct the acquisition or disposition of the assets of
any investment fund under its management. Except as provided in ARTICLE V,
Section 5.2(c), the Trustee shall have no responsibility for investing any
assets controlled by any Investment Manager and shall have no duties with
respect to the administration of such assets other than as set forth herein.
3.3 TRUSTEE
The Trustee shall have the authority and discretion to manage
and administer the Master Trust to the extent provided in this Agreement. The
duties and obligations of the Trustee shall be limited to those expressly
imposed upon it by this Agreement or subsequently agreed upon in writing by the
parties, notwithstanding any reference herein to the Plans or any of their
provisions, it being expressly agreed that the Trustee is not a party to the
Plans.
The Trustee shall not be liable for the making, retention or
sale of any discretionary investment or reinvestment made by it, as herein
provided, or for any loss to,
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or diminution of the Master Trust, or for any loss or damage which may result
from the discharge of its duties hereunder except if it is judicially
determined that such loss or damage is due to the Trustee's negligent breach of
its duties under this Agreement, or its bad faith, fraud, or willful
misconduct.
ARTICLE IV
INVESTMENT FUNDS
4.1 DIVISION OF MASTER TRUST AND ALLOCATION OF ASSETS TO
INVESTMENT FUNDS
The Committee in its discretion shall direct the Trustee to
divide the assets held in the Master Trust into two or more investment funds,
specify the assets to be allocated to each investment fund, and thereafter, may
from time to time upon reasonable notice to the Trustee, direct the transfer of
assets between investment funds.
4.2 INVESTMENT GUIDELINES
The Committee may, in the exercise of its responsibility to
satisfy the diversification requirements set forth in Section 404(a)(1)(C) of
Title I of ERISA, specify guidelines for the manner of investment of each
investment fund.
ARTICLE V
INVESTMENT MANAGERS AND OPERATION OF
DIRECTED INVESTMENT FUNDS
5.1 APPOINTMENT
The Committee may designate an Investment Manager to manage the
assets of any investment fund upon written notice to the Trustee and may
terminate such designation by similar notice.
5.2 OPERATION OF DIRECTED INVESTMENT FUND
(a) Upon receipt by the Trustee of the written notice of the
appointment of an Investment Manager by the Committee and of a written
acknowledgement of such appointment and acceptance of status as a fiduciary of
the Plans executed by such Investment Manager, the Trustee, except as provided
in subparagraph (c) below, shall invest the assets of the designated investment
fund only in accordance with the instructions of such Investment Manager until
it receives notice of the termination of such manager's appointment.
(b) Each Investment Manager shall have the investment
discretion given to the Trustee in subparagraph 6.1(a) below, unless
otherwise limited by the Committee. The Trustee shall follow the instructions
for the purchase or sale of securities given by any duly authorized
representative of the Investment Manager. Securities may be sold or purchased
by orders placed directly with brokers by the Investment Manager, and all such
sales or purchases shall be executed as though made by the Trustee pursuant to
instructions from the Investment Manager. The Trustee shall have no authority
to deliver any securities or cash to the Investment Manager, who shall have no
rights or powers other than as set forth herein.
(c) Each Investment Manager shall vote, as that concept is
defined under ARTICLE VI, paragraph 6.3(b) of this Agreement, upon stocks,
bonds or other securities under such Investment Manager's control, unless
otherwise agreed upon by the Committee, the Investment Manager and the Trustee.
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(d) Notwithstanding the foregoing provisions, the Trustee
may, in its discretion, hold uninvested cash in short term paper, variable
notes, government securities and other cash equivalents, pending permanent
investment by or at the direction of the Investment Manager or withdrawal from
the Master Trust.
5.3 IMMUNITY OF THE TRUSTEE
(a) The authority of any Investment Manager and the terms
and conditions of its appointment and retention shall be solely the
responsibility of the Committee and the Trustee shall not be deemed to be a
party to or to have any obligations under any agreement with any Investment
Manager.
(b) The Trustee shall be under no duty to question any
instruction of any Investment Manager, or to review or to make any
recommendations to the Committee or any other person regarding retention, sale,
or any matter whatsoever with respect to investments sold or acquired pursuant
to such instructions.
(c) The Parent Company shall indemnify and hold the Trustee
harmless from and against any liability to which the Trustee may be subjected,
including all expenses reasonably incurred in its defense which arise from:
(1) the failure of the Trustee to pay for property
purchased by any Investment Manager for the Master Trust by reason of the
insufficiency of funds in the investment fund under the Investment Manager's
management; or
(2) from the actions of the Trustee in following any
investment directions of any Investment Manager or from trading activities
conducted by any Investment Manager.
ARTICLE VI
INVESTMENT AND ADMINISTRATIVE POWERS OF THE TRUSTEE
6.1 INVESTMENT POWERS OF THE TRUSTEE
Subject to the provisions of ARTICLE IV, paragraph 4.2 , and
paragraph 6.2 below, or any investment guidelines specified by the Committee,
the Trustee is authorized, in its sole discretion, with respect to any
investment fund not under the management of an Investment Manager:
(a) To collectively invest and reinvest its assets, and any
accretions thereto, without distinction between principal and income, in such
securities, (other than securities of the Trustee or its affiliates), or in
such other property, real or personal, wherever situate, whether or not income
producing, including but not limited to stock, common or preferred, interests
in investment companies, including so-called "money market funds" and funds in
which the Trustee or an affiliate or the Trustee receives compensation for
providing custodial, transfer agency, investment advisory or other services,
bonds and mortgages, and other evidences of indebtedness, and deposits in a
bank or other financial institution under state or federal supervision,
including the Trustee's banking department, which bear a reasonable rate of
interest; and to write call options against any securities or other property
held by the Trustee or other forms of options directly related to outstanding
call options; provided however, that no investment shall be made in violation
of Section 406 of ERISA or Section 4975 of the Code, unless otherwise permitted
by law. In making such investments, the Trustee shall not be restricted by any
state law or statute designating investments eligible for trust funds.
(b) To invest all or any part of the funds received by it
in one or more common trust funds or collective investment funds maintained by
the Trustee or any affiliate
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of the Trustee (within the meaning of Section 1504 of the Code) provided any
collective investment fund is maintained exclusively for the investment of
tax-qualified retirement plan assets, but only if the trustee of any such fund
has acknowledged in the fund's governing instrument that it is a fiduciary with
respect to any plan, the assets of which are invested thereunder.
Notwithstanding any other provision of this Agreement,
in the event that participation in any such fund shall occur, the assets so
invested shall be subject to all the provisions of the common trust or
collective investment fund plan. To the extent required by law, regulation,
or revenue ruling, the plan provisions of any common trust or collective
investment fund in which participation occurs are expressly incorporated
herein by reference and shall be a part of this Agreement.
(c) To invest all or any part of the funds received or
held by it in any portfolios of the PNC Funds. Attached hereto as Exhibit "B"
is a Disclosure Statement, accompanied by Prospectuses describing each of the
investment portfolios (the "Portfolios") listed in Exhibit "B" established
pursuant to a Declaration of Trust under the name of "The PNC Fund. The
Parent Company acknowledges that it is independent of PNC Bank Corp. and its
affiliates ("PNC"), the PNC Fund and its affiliates and that it will not
receive direct or indirect consideration for its personal account in connection
with this investment. Based upon these materials, including Exhibit "B" and
the Prospectuses mentioned above, the Parent Company hereby consents to the
purchase and sale of shares of any of the Portfolios listed in Exhibit "B".
This consent shall remain in full force and effect until written notice of
revocation is provided to the Trustee.
(d) To sell any such property, by private contract or at
public auction, for cash or credit, without notice or advertisement, and no
person dealing with the Trustee shall be bound to see the application of the
purchase money or to inquire into the validity, expediency, or propriety of
any such sale or other disposition; to exchange, mortgage, or lease any such
property on such terms and conditions as it may deem appropriate; and to grant
or take options for any duration to purchase any such property, whether
personal or real.
(e) To invest all or any part of the funds received by it in
qualifying employer securities and qualifying employer real property; provided
that no such investment shall be made if it would result in the amount held for
any plan in such qualifying employer securities and qualifying employer real
property to have a value exceeding 10% of the value of assets held for such
plan.
(f) To hold uninvested, from time to time, without
liability for interest thereon, such amounts as the Committee shall advise are
necessary for the cash requirements of the Plans; and to invest in cash or
equivalents, government securities, or straight debt securities in varying
proportions when and for so long as, in the opinion of the Trustee, prevailing
market and economic considerations indicate that it is in the best interests of
the beneficiaries to do so.
6.2 INSURANCE POWERS OF THE TRUSTEE
The Trustee, acting only upon the written direction of the
Committee, shall accept in kind or shall purchase such group annuity contracts
specified and designated in said direction, to be so-called "Investment-Only
Group Annuity Contracts" to be held, transferred and/or discontinued subject to
such terms and conditions as the Committee shall specify.
(a) The Trustee shall be the sole owner and beneficiary of
all contracts acquired hereunder, and it shall be so designated in each contract
and application therefore; provided, however, all rights incident to ownership
shall be exercised by the Trustee only at the direction of the Committee.
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(b) No insurer which issues any contract under the Plans
shall be required to take or permit any action contrary to the provisions of
such contract; or be bound to allow any benefit or privilege to any person
interested in any contract it has issued which is not provided in such
contract; or be deemed to be a party to the Plans for any purpose; or be
responsible for the validity of the Plans; or be required to look into the
terms of the Plans or question any act of the Committee or Trustee hereunder;
or be required to see that any action of the Committee or Trustee is authorized
by the Plans. Any such insurer shall be fully discharged from any and all
liability for any amount paid to the Trustee, or in accordance with its
direction; and no insurer shall be obligated to see to the application of any
moneys so paid by it. Any such insurer shall be fully protected in taking or
permitting any action on the faith of any instrument executed by the Committee
in its name as Committee, or by the Trustee in its name as Trustee, and shall
incur no liability for so doing.
6.3 ADMINISTRATIVE POWERS OF THE TRUSTEE
With respect to all assets held hereunder; the Trustee is
authorized:
(a) To cause any securities or other property to be
registered in its own name or in the name of one or more of its nominees and
to hold any investment in bearer or other negotiable form provided that the
books and records of the Trustee at all times show that such investments are
part of the Master Trust. In compliance herewith, the Trustee may give to any
registrar, transfer agent, or insurer, including but not limited to
corporations, state, or Federal authorities or agents, any bond or other
guarantee which may be required. Any registrar, transfer agent, or insurer
shall be fully protected and saved harmless from any action either by law or
in equity for acting upon or in compliance with the instruments received in
writing from the Trustee.
(b) To vote upon any stocks, bonds or other securities; to
give general or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights, or
other options, and to make payments incidental thereto; to oppose or to consent
to, or to otherwise participate in, corporate reorganization or other changes
affecting corporate securities, to delegate discretionary powers, and to pay
any assessments or charges in connection therewith; and generally to exercise
any of the powers of an owner with respect to stocks, bonds, securities, or
other properties held as part of the Master Trust.
(c) To settle, compromise, or submit to arbitration any
claims, debts, or damages due or owing to or from the Master Trust, other than
claims for benefits, to commence or defend suits or legal or administrative
proceedings, and to represent the Master Trust in all legal and administrative
proceedings relating to the assets held in the Master Trust; provided, however,
the Trustee shall not be obligated to take any action or to appear and
participate in any action which would subject it to expense or liability unless
it is first indemnified in an amount and manner satisfactory to it, or is
furnished with funds sufficient, in it sole judgment, to cover the same.
(d) To borrow money for the purposes of the Master Trust
from any person (other than the Trustee in its in individual capacity or other
party in interest unless authorized by ERISA), and to pledge assets of the
Master Trust as security for repayment.
(e) To purchase any bonds or other items required by any
federal, state, or local government and to pay any insurance premium or other
type of assessment required by said government as part of the operation of such
trust.
(f) To employ suitable agents, advisors, accountants, and
counsel and to pay their reasonable expenses and compensation.
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In addition to the foregoing powers, the Trustee shall also have
all of the powers, rights and privileges conferred upon trustees by the
Pennsylvania Fiduciaries Code, 20 PA. C.S.A., Chapter 71, or as the same may be
subsequently modified or amended, to the extent such law is not preempted by
federal law, and the power to perform all acts, take all proceedings, and
execute all rights and privileges, although not specifically mentioned herein,
as the Trustee may deem necessary to administer the Master Trust and to carry
out its purposes.
ARTICLE VII
VALUATIONS, RECORDS AND ACCOUNTS
7.1 PARTICIPATING TRUST ACCOUNTS
The Trustee will maintain or cause to be maintained individual
accounts, reflecting the investment of each Participating Trust in the Master
Trust. As of each Valuation Date, all such accounts shall be adjusted in the
following manner.
7.2 VALUATION OF INVESTMENT FUNDS
The current value of the assets held in each of the investment
funds as of the close of business on each Valuation Date shall be determined by
the Trustee within a reasonable time, which, to the extent possible, shall not
exceed thirty (30) days. Such valuation shall be made prior to accounting for
admissions and withdrawals made on such Valuation Date, and shall include
income, collected and accrued, and realized and unrealized gains and losses.
Actively traded securities held therein shall be valued at their
last public sale price upon the New York Stock Exchange, or upon any other
recognized exchange or exchanges, or if no sale shall have been reported, and
in the case of "over the counter" quotations, the last bid price at the close
of business on said Valuation Date. The value of any security which is not
listed or dealt in on any exchange shall be determined as nearly as may be in
the same manner, except that there may be used for the purpose of obtaining the
sale price or the bid price any published quotations in common use which may be
available, or, at the discretion of the Trustee, quotations by a reputable
broker dealing in such securities. Investments which are not currently quoted
shall be appraised at their fair market value, as determined at the discretion
of the Trustee.
(a) To the value thus determined there shall be added
interest accrued but not collected on any interest bearing obligation, dividends
declared but not collected on stocks, which, if sold, would be sold
ex-dividend, and the uninvested cash balance of the Master Trust.
(b) From the aggregate value so obtained, there shall be
deducted all accrued charges and expenses, and any reserve for contingencies or
unliquidated liabilities which are appropriate under sound accounting
principles.
7.3 ADJUSTMENT OF ACCOUNT BALANCES
The net credit balances in the accounts of the Participating
Trusts as of the preceding Valuation Date shall be adjusted upward or downward,
pro rata, so that the total of such net credit balances will equal the then net
worth of the Master Trust prior to accounting for admissions and withdrawals
made on the Valuation Date.
7.4 RECORDS AND ACCOUNTS
The Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions hereunder, and all
accounts, books and
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records, photostatic copies and other reproductive copies relating thereto
shall be open to inspection and audit at all reasonable times by any person
designated by the Committee. As of the close of each fiscal year of the Trust,
or at such other times as may be mutually agreed upon by the parties, and as of
the date of the removal or resignation of the Trustee, the Trustee shall file
with the Committee (and with the Investment Manager with respect to assets
under its management) a written account setting forth all investments,
receipts, disbursements and other transactions affected by it during the period
from the date of its last such account. Upon the expiration of six (6) months
from the date of filing any such account, or upon the earlier specific approval
thereof by the Committee, the Trustee shall be forever released and discharged
from all liability and accountability to the Employer with respect to the
propriety of the transactions shown in such account, except those involving bad
faith, fraud or willful misconduct, or as to which the Committee shall, within
such six (6) month period, file written objections with the Trustee. Nothing
herein contained, however, shall be deemed to preclude the Trustee of its right
to have its account judicially settled by a court of competent jurisdiction.
ARTICLE VIII
ADMISSIONS AND WITHDRAWALS
8.1 TIME
Assets shall be invested in and withdrawn from the Master Trust
only on a Valuation Date, except that the withdrawal of the entire
Participation of a Participating Trust shall be effected within a reasonable
time following such Valuation Date.
8.2 NOTICE
When assets are invested in or withdrawn from the Master Trust,
a written notice of intention of taking such action shall be given to the
Trustee by the Committee on or before the Valuation Date.
8.3 WITHDRAWAL OF NON-QUALIFYING PARTICIPATION
In the event that a Participating Trust is notified by the
Internal Revenue Service that it is no longer qualified for exemption from
taxation under the applicable provisions of the Code, or in the event such
Participating Trust is no longer maintained by the Parent Company or an
Affiliate thereof, the Trustee shall withdraw from the Master Trust those
assets of the Participating Trust valued as of the next reasonable Valuation
Date. This withdrawal shall occur immediately following the receipt by the
Trustee of written notice of such Participating Trust's disqualification or its
ceasing to be so maintained.
8.4 METHOD OF PAYMENT OF WITHDRAWALS
Upon the withdrawal of a Participation or any part thereof,
there shall be paid or transferred to the Participating Trust an amount equal
to its or its respective part's value on the Valuation Date as of which such
withdrawal is effected.
In the event that any accrued income shall be distributed to a
Participating Trust upon the withdrawal of a Participation or any part thereof
and thereafter such accrued income shall not actually be collected by the
Trustee in whole or in part, the Trustee shall have the right to charge to and
recover from such Participating Trust the amount of such uncollected income so
distributed.
Any such withdrawal may, in the discretion of the Trustee or at
the discretion of the Committee, be made in cash, or in kind, or partly in cash
and partly in kind.
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8.5 SEGREGATION OF PARTICIPATION
In the event it becomes necessary to make a physical segregation
of the Participation of any Participating Trust, there shall be set apart such
assets as the Trustee shall determine, with the approval of the Committee,
having a then market value which bears the same ratio to the then market value
of all assets of the Master Trust as the allocable share of such Participation
bears to the total of all Participation.
ARTICLE IX
DIRECTIONS TO THE TRUSTEE
9.1 DIRECTIONS TO BE IN WRITING
All directions by or notices from the Committee to the Trustee
shall be in writing, signed by a member of the Committee or by such other
person or persons as may be designated from time to time by the Committee. The
Parent Company shall deliver to the Trustee certificates evidencing the
appointment and termination of office of the members of the Committee and the
Committee shall deliver to the Trustee certificates designating any other
person authorized to act on its behalf, together with specimens of their
signatures.
9.2 DIRECTIONS WARRANTED
The Parent Company warrants that all directions issued to the
Trustee by the Committee or its agents, designated as provided above, will be in
accordance with the terms of the Plans and not contrary to the provisions of
ERISA and regulations issued thereunder.
9.3 INDEMNIFICATION
The Trustee shall be indemnified and saved harmless by the
Parent Company from and against any and all liability to which the Trustee may
be subjected, including all expenses reasonably incurred in its defense, for any
action or failure to act resulting from its authorized compliance with the
instructions of the Committee or its agents, designated as provided above, an
Investment Manager, or any other fiduciary of the Plans, and for any liability
arising from the actions or nonactions of any predecessor trustee or fiduciary,
or other fiduciaries of the Plans.
ARTICLE X
PAYMENT OF COMPENSATION, EXPENSES AND TAXES
10.1 TRUSTEE'S FEES
The expenses incurred by the Trustee in the administration of
the Master Trust, including fees for legal services rendered to the Trustee,
such compensation to the Trustee as may be agreed upon, from time to time,
between the Parent Company and the Trustee, and all other proper charges and
expenses of the Trustee, its agents, advisors, and counsel, shall be paid from
the Master Trust unless paid by the Parent Company, and charged to the
appropriate investment fund.
10.2 TAXES
All taxes of any and all kinds whatsoever that may be levied or
assessed under existing or future laws upon the Master Trust or the income
thereof, shall be paid from the Master Trust. The Trustee may assume that any
such taxes are lawfully levied or assessed unless, subsequent to notification
to the Committee of such levies or assessments, the Committee advises the
Trustee to contest the validity of such taxes. At the direction of the
Committee, the Trustee shall take such action as the Committee shall direct,
but all expenses
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incident thereto shall be chargeable to the Master Trust, unless otherwise
directed by the Committee.
ARTICLE XI
AMENDMENT AND TERMINATION
11.1 AMENDMENT
The Parent Company reserves the right to amend this Agreement in
whole or in part, from time to time, by an instrument in writing delivered to
the Trustee, provided that no such amendment shall authorize or permit any part
of the corpus or income of the Master Trust which equitably belongs to any
Participating Trust to be used for or diverted to any purposes other than for
the exclusive benefit of the employees or their beneficiaries who are entitled
to benefits under such Participating Trust, and provided further, no such
amendment which affects the rights, duties, responsibilities, or immunities of
the Trustee may be made without the Trustee's consent.
11.2 TERMINATION
This Agreement and the Master Trust created hereby may be
terminated at any time by the Parent Company or its successor. Upon receipt of
notice of such termination, the Trustee shall distribute to each Participating
Trust, the then value of its Participation, subject, however, to the provisions
of ARTICLE XIII of this Agreement. Such distributions may, in the discretion
of the Trustee, be made in cash, or in kind, or partly in cash and partly in
kind.
ARTICLE XII
REMOVAL AND RESIGNATION OF THE TRUSTEE
12.1 NOTICE
The Trustee may be removed by the Parent Company at any time
upon ninety (90) days' written notice to the Trustee. The Trustee may resign
at any time upon ninety (90) days' written notice to the Parent Company. In
either case, the necessity for such notice may be waived by the mutual
agreement of the Trustee and the Parent Company.
12.2 SUCCESSOR TRUSTEE
Upon the removal or resignation of the Trustee, the Parent
Company shall appoint a successor trustee who shall have the same powers and
duties as those conferred upon the Trustee hereunder, and upon receipt by the
Trustee of the written acceptance of such appointment by the successor trustee,
the Trustee shall, subject to the provisions of ARTICLE XIII of this Agreement,
assign, transfer, and pay over to such successor trustee the funds and
properties then consisting the Master Trust.
ARTICLE XIII
SETTLEMENT OF ACCOUNT
13.1 SETTLEMENT OF ACCOUNT
In the event of the termination of the Master Trust, or the
resignation or removal of the Trustee, the Trustee shall have the right to a
settlement of its accounts by a judicial settlement in a court of competent
jurisdiction or by receipt and release by the Committee on behalf of each
Participating Trust or by the agreement of the Parent Company to indemnify the
Trustee against any liability against which the Trustee is protected under the
terms of this Agreement.
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Upon completion of such settlement of accounts, distribution of
the assets shall be made as hereinabove provided. The Trustee is authorized,
however to reserve such reasonable sum of money, that the Trustee deems
advisable, to provide for any amounts chargeable against such assets for which
it may be liable, or for payment of its fees and expenses in connection with
the settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over to the
Participating Trusts entitled thereto.
ARTICLE XIV
MISCELLANEOUS
14.1 MERGER OR CONSOLIDATION OF TRUSTEE
Any corporation into which the Trustee or any successor trustee
may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Trustee or any successor trustee
may be a party, or any corporation to which all or substantially all the trust
business of the Trustee or any successor trustee may be transferred, shall be
the successor of such trustee without the filing of any instrument or
performance of any further act, before any court.
14.2 CONSTRUCTION OF AGREEMENT
Words used in the masculine include the feminine gender.
Words used in the singular or plural shall be construed as if plural or
singular, respectively, where they would so apply. Titles of articles and
paragraphs are inserted for convenience and shall not affect the meaning or
construction of this Agreement.
14.3 APPLICABLE LAW
This Agreement shall be construed and enforced according to the
laws of the Commonwealth of Pennsylvania and all the provisions hereof shall be
administered according to the laws of said Commonwealth, except to the extent
such laws are superseded by the Code or by ERISA.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers and attested as of the
day and year first above written
<TABLE>
<S> <C>
ATTEST: PARENT COMPANY:
TELEFLEX INCORPORATED
By
----------------------- -------------------------
ATTEST: TRUSTEE:
PNC BANK, NATIONAL ASSOCIATION
By
----------------------- -------------------------
Vice PRESIDENT
</TABLE>
12
<PAGE> 1
Teleflex Incorporated and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Year ended
---------------------------------------------------------------------------------------------------------------------------------
DECEMBER 25, December 26, December 27,
1994 1993 1992
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES $812,671,600 $666,796,200 $570,338,100
---------------------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Materials, labor and other product costs 557,391,100 459,055,200 381,992,900
Selling, engineering and administrative expenses 173,928,300 140,964,700 124,212,800
Interest expense 18,361,400 14,466,100 15,482,300
---------------------------------------------------------------------------------------------------------------------------------
749,680,800 614,486,000 521,688,000
---------------------------------------------------------------------------------------------------------------------------------
Income before taxes 62,990,800 52,310,200 48,650,100
Estimated taxes on income 21,795,000 18,624,000 16,638,000
---------------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of change in
accounting principle 41,195,800 33,686,200 32,012,100
Cumulative effect - change in accounting
for income taxes -- -- 860,000
---------------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 41,195,800 $ 33,686,200 $ 32,872,100
---------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
Earnings per share before cumulative effect of
change in accounting principle $2.35 $1.95 $1.87
Cumulative effect - change in accounting
for income taxes -- -- .05
---------------------------------------------------------------------------------------------------------------------------------
Earnings per share $2.35 $1.95 $1.92
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
19
<PAGE> 2
Teleflex Incorporated and Subsidiaries
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
DECEMBER 25, December 26,
1994 1993
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 24,094,400 $ 11,254,900
Accounts receivable, less allowance for doubtful
accounts, 1994 - $3,036,900; 1993 - $2,352,700 183,744,700 143,489,400
Inventories
Raw materials and manufactured parts 75,268,800 67,979,400
Work-in-process and finished goods 97,835,700 91,307,800
Prepaid expenses 9,273,500 8,217,600
---------------------------------------------------------------------------------------------------------------------------------
Total current assets 390,217,100 322,249,100
---------------------------------------------------------------------------------------------------------------------------------
Plant assets
Land and buildings 101,990,900 95,466,900
Machinery and equipment 310,680,500 287,342,500
---------------------------------------------------------------------------------------------------------------------------------
412,671,400 382,809,400
Less accumulated depreciation 148,354,000 121,388,500
---------------------------------------------------------------------------------------------------------------------------------
Net plant assets 264,317,400 261,420,900
Investments in affiliates 7,980,000 5,296,800
Intangibles and other assets 48,274,200 51,608,700
---------------------------------------------------------------------------------------------------------------------------------
$710,788,700 $640,575,500
---------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Demand loans $ 52,240,200 $ 55,737,500
Current portion of long-term borrowings 11,437,500 15,001,000
Accounts payable 50,631,600 44,681,600
Accrued expenses 45,512,100 32,577,400
Estimated income taxes payable 9,851,600 2,855,100
---------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 169,673,000 150,852,600
Long-term borrowings 190,498,700 183,504,000
Deferred income taxes and other 41,592,600 36,428,800
---------------------------------------------------------------------------------------------------------------------------------
Total liabilities 401,764,300 370,785,400
---------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity
Common shares, $1 par value
Issued: 1994 - 17,277,221 shares;
1993 - 17,084,245 shares 17,277,200 17,084,200
Additional paid-in capital 43,248,500 38,604,200
Retained earnings 252,649,500 220,387,700
Cumulative translation adjustment (4,150,800) (6,286,000)
---------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 309,024,400 269,790,100
---------------------------------------------------------------------------------------------------------------------------------
$ 710,788,700 $ 640,575,500
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
20
<PAGE> 3
Teleflex Incorporated and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended
---------------------------------------------------------------------------------------------------------------------------------
DECEMBER 25, December 26, December 27,
1994 1993 1992
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 41,195,800 $ 33,686,200 $ 32,872,100
Adjustments to reconcile net income to cash flows
from operating activities:
Depreciation and amortization 33,018,900 28,070,800 21,556,100
Deferred income taxes including cumulative
effect of accounting change in 1992 2,050,000 1,151,000 8,820,000
(Increase) in accounts receivable (32,269,000) (19,733,700) (11,365,400)
(Increase) in inventories (4,003,200) (1,015,600) (3,112,900)
(Increase) decrease in prepaid expenses (704,300) (359,100) 696,800
Increase in accounts payable
and accrued expenses 11,641,200 8,224,300 2,563,800
Increase (decrease) in estimated income
taxes payable 6,776,800 (3,661,200) (8,361,700)
---------------------------------------------------------------------------------------------------------------------------------
57,706,200 46,362,700 43,668,800
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new borrowings 14,131,000 76,171,000 32,314,000
Reduction in long-term borrowings,
including acquisition debt retired (17,054,000) (27,517,400) (34,082,000)
(Decrease) increase in current borrowings and
demand loans (13,839,700) 12,531,000 1,298,000
Proceeds from stock compensation plans and
distribution of treasury shares 4,837,300 6,132,500 4,686,100
Dividends (8,934,000) (7,639,800) (6,961,700)
---------------------------------------------------------------------------------------------------------------------------------
(20,859,400) 59,677,300 (2,745,600)
---------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FOR INVESTING ACTIVITIES
Expenditures for plant assets 25,324,600 24,400,200 19,339,200
Payments for businesses acquired 4,485,300 103,530,000 5,000,000
Proceeds from sale of businesses and assets (6,700,000) -- --
Investments in affiliates 3,251,000 1,369,000 5,199,000
Other (2,353,600) 1,817,000 (443,300)
---------------------------------------------------------------------------------------------------------------------------------
24,007,300 131,116,200 29,094,900
---------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 12,839,500 (25,076,200) 11,828,300
Cash and cash equivalents at the beginning of the year 11,254,900 36,331,100 24,502,800
---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at the end of the year $ 24,094,400 $ 11,254,900 $ 36,331,100
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
21
<PAGE> 4
Teleflex Incorporated and Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Year ended
---------------------------------------------------------------------------------------------------------------------------------
DECEMBER 25, December 26, December 27,
1994 1993 1992
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON SHARES
Balance, beginning of year $ 17,084,200 $ 16,914,300 $ 16,785,100
Shares issued under compensation plans 193,000 169,900 129,200
---------------------------------------------------------------------------------------------------------------------------------
Balance, end of year 17,277,200 17,084,200 16,914,300
---------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year 38,604,200 33,117,800 28,085,400
Shares issued under compensation plans 4,644,300 5,486,400 3,762,500
Shares issued in connection with an acquisition -- -- 1,269,900
---------------------------------------------------------------------------------------------------------------------------------
Balance, end of year 43,248,500 38,604,200 33,117,800
---------------------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance, beginning of year 220,387,700 194,341,300 168,430,900
Net income 41,195,800 33,686,200 32,872,100
Cash dividends (8,934,000) (7,639,800) (6,961,700)
---------------------------------------------------------------------------------------------------------------------------------
Balance, end of year 252,649,500 220,387,700 194,341,300
---------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE TRANSLATION ADJUSTMENT
Balance, end of year (4,150,800) (6,286,000) (3,430,000)
---------------------------------------------------------------------------------------------------------------------------------
TREASURY SHARES
Balance, beginning of year -- (476,200) (1,921,800)
Distribution of treasury shares -- 476,200 794,400
Shares issued in connection with an acquisition -- -- 651,200
---------------------------------------------------------------------------------------------------------------------------------
Balance, end of year -- -- (476,200)
---------------------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY $309,024,400 $269,790,100 $240,467,200
---------------------------------------------------------------------------------------------------------------------------------
CASH DIVIDENDS PER SHARE $.52 $.45 $.42
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
22
<PAGE> 5
Teleflex Incorporated and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Teleflex
Incorporated and its subsidiaries.
Cash and cash equivalents include funds invested in a variety of
liquid short-term investments with an original maturity of three months or
less.
Inventories are stated principally at the lower of average cost or
market.
Plant assets include the cost of additions and those improvements
which increase the capacity or lengthen the useful lives of the assets. Repairs
and maintenance costs are expensed as incurred. With minor exceptions,
straightline composite lives for depreciation of plant assets are as follows:
buildings 20 to 40 years; machinery, equipment and fixtures 8 to 12 years.
Intangible assets, principally the excess purchase price of
acquisitions over the fair value of net tangible assets acquired, are being
amortized over periods not exceeding 30 years.
Assets and liabilities of foreign subsidiaries are translated at the
rates of exchange at the balance sheet date; income and expenses are translated
at the average rates of exchange prevailing during the year. The related
translation adjustments are accumulated in shareholders' equity.
Earnings per share is based on the weighted average number of common
and common equivalent shares outstanding.
ACQUISITIONS
In December 1993, the company acquired certain assets of Edward Weck
Incorporated (Weck), a manufacturer of surgical devices, for $63,500,000 in
cash.
In March 1993, the company acquired substantially all of the assets of
Mal Tool & Engineering, a manufacturer of turbine engine airfoils, for
$38,400,000 in cash.
These and other smaller acquisitions in both 1994 and 1993 have been
accounted for by the purchase method of accounting. The excess of the purchase
price over the fair value of net tangible assets acquired was $19,400,000 in
1993. The assets, liabilities and operating results of the acquisitions are
included in the company's financial statements from their respective dates of
acquisition. Liabilities amounting to $18,000,000 and $19,900,000 were assumed
in 1994 and 1993, respectively, in connection with the acquisitions.
The following unaudited pro forma information sets forth the results
of the company's operations as though the purchase of Weck had been made, and
the debt used to finance the acquisition had been incurred, at the beginning of
1992.
<TABLE>
<CAPTION>
1993 1992
--------------------------------------------------------------------------
<S> <C> <C>
Revenues $726,481,300 $633,159,100
Net income $ 36,950,200 $ 34,669,100
Earnings per share (before
accounting change in 1992) $2.14 $2.02
--------------------------------------------------------------------------
</TABLE>
Except for Weck as set forth above, results of operations would not have been
materially different had the acquisitions occurred as of the beginning of the
years acquired.
BORROWINGS AND LEASES
<TABLE>
<CAPTION>
1994 1993
--------------------------------------------------------------------------
<S> <C> <C>
8.5% Senior Notes, due in
installments through 2002 $ 21,000,000 $ 24,000,000
7.4% Senior Notes, due in
installments from 1998
through 2007 30,000,000 30,000,000
6.6% Senior Notes, due in
installments from 1997
through 2008 50,000,000 50,000,000
Mortgage notes secured by
certain assets with a net
book value of $15,974,000 11,161,200 13,068,000
6.6% Deutsche Mark denom-
inated notes, due in install-
ments through 1999 50,085,000 40,600,000
Bank term notes, at an
average rate of 5.2%, due
in installments through 1998 13,500,000 15,000,000
Other debt and capital lease
obligations, at interest rates
ranging from 3% to 9% 26,190,000 25,837,000
--------------------------------------------------------------------------
201,936,200 198,505,000
Current portion of borrowings (11,437,500) (15,001,000)
--------------------------------------------------------------------------
$190,498,700 $183,504,000
--------------------------------------------------------------------------
</TABLE>
23
<PAGE> 6
The various senior note agreements provide for the maintenance of minimum
working capital amounts and ratios and limit the purchase of the company's
stock and payment of cash dividends. Under the most restrictive of these
provisions, $44,000,000 of retained earnings was available for dividends at
December 25, 1994.
The weighted average interest rate on the $52,240,200 of demand loans
due to banks was 6.4% at December 25, 1994. In addition, the company has
$70,000,000 available under several interest rate alternatives in unused lines
of credit.
Interest expense in 1994, 1993 and 1992 did not differ materially from
interest paid, nor does the carrying value of year end long-term borrowings
differ materially from fair value.
The aggregate amounts of debt, including capital leases, maturing in
each of the four years after 1995 are as follows: 1996 - $11,619,200; 1997 -
$15,492,200; 1998 - $45,770,600; 1999 - $42,601,100.
The company has entered into certain operating leases which require
minimum annual payments as follows: 1995 - $10,271,200; 1996 - $9,142,600;
1997-$8,324,300; 1998-$7,652,200; 1999-$6,563,900. The total rental expense for
all operating leases was $9,417,900, $8,460,200 and $7,883,600 in 1994, 1993
and 1992, respectively.
SHAREHOLDERS' EQUITY
The authorized capital of the company is comprised of 50,000,000 common shares,
$1 par value, and 500,000 preference shares. No preference shares were
outstanding during the last three years.
At December 25, 1994, 1,211,495 shares of common stock were reserved
for issuance under the company's stock compensation plans. During 1994, options
to purchase 225,500 shares of common stock were granted. Officers and key
employees held options for the purchase of 1,167,674 shares of common stock at
prices ranging from $14.00 to $38.75 per share with an average price of $26.02
per share. Such options are presently exercisable with respect to 729,673
shares and become exercisable with respect to an additional 164,600 shares in
1995. In 1994 and 1993, 193,000 shares and 169,900 shares, respectively, were
issued under the compensation plans.
INCOME TAXES
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1994 1993 1992
--------------------------------------------------------------------------
<S> <C> <C> <C>
Current
Federal $13,274,000 $14,133,000 $10,331,000
State 1,759,000 1,711,000 1,395,000
Foreign 4,712,000 1,629,000 (4,768,000)
Deferred 2,050,000 1,151,000 9,680,000
--------------------------------------------------------------------------
$21,795,000 $18,624,000 $16,638,000
--------------------------------------------------------------------------
</TABLE>
The deferred income taxes provided and the balance sheet amounts of $29,173,000
in 1994 and $24,828,000 in 1993 related substantially to the methods of
accounting for depreciation. The increase in deferred taxes in 1992 resulted
from the acceleration of deductions in certain foreign jurisdictions. Income
taxes paid were $13,300,000, $20,600,000 and $12,600,000 in 1994, 1993 and
1992, respectively.
A reconciliation of the company's effective tax rate to the U.S.
statutory rate is as follows:
<TABLE>
<CAPTION>
1994 1993 1992
--------------------------------------------------------------------------
<S> <C> <C> <C>
Tax at U.S. statutory rate 35.0% 35.0% 34.0%
State income taxes 1.9 2.0 1.9
Foreign income taxes .1 -- 1.8
Export sales benefit (1.6) (1.5) (1.6)
Other (.8) .1 (1.9)
--------------------------------------------------------------------------
Effective income tax rate 34.6% 35.6% 34.2%
--------------------------------------------------------------------------
</TABLE>
Effective as of the beginning of 1992, the company adopted SFAS 109, Accounting
for Income Taxes. The cumulative effect of this change in accounting for
periods prior to January 1992, increased 1992 net income by $860,000, or $.05
per share.
PENSIONS
The company has defined benefit plans which provide retirement benefits to
eligible employees. Assumptions used in determining the actuarial present value
of domestic benefit obligations reflect a weighted average discount rate of
8.0% in 1994 and 7.8% in 1993, an investment rate of 9% and a salary increase
of 5%. The assumed discount rate was 6% for foreign plans.
24
<PAGE> 7
Pension expense, which includes a full year in 1994 for plans assumed
by the company in connection with 1993 acquisitions, is summarized as follows:
<TABLE>
<CAPTION>
1994 1993 1992
--------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic plans
Service cost--
benefits earned
during the year $2,825,000 $1,595,000 $1,426,000
Interest cost on
projected ben-
efit obligation 3,718,000 2,673,000 1,687,000
Actual return on
plan assets 664,000 (1,547,000) (2,379,000)
Net amortization
and deferral (4,356,000) (1,324,000) 522,000
Foreign plans 440,000 495,000 525,000
--------------------------------------------------------------------------
$3,291,000 $1,892,000 $1,781,000
--------------------------------------------------------------------------
</TABLE>
The following table sets forth the funded status of the plans and the amounts
shown in the balance sheet at December 25, 1994 and December 26, 1993:
<TABLE>
<CAPTION>
1994 1993
--------------------------------------------------------------------------
<S> <C> <C>
Domestic
Plan assets at fair value,
primarily common stock
and U.S. Government
obligations $ 41,112,000 $ 41,763,000
--------------------------------------------------------------------------
Actuarial present value of
the benefit obligation
Vested (40,238,000) (37,635,000)
Non-vested (2,429,000) (3,536,000)
--------------------------------------------------------------------------
Accumulated benefit
obligation (42,667,000) (41,171,000)
Projected effect of future
salary increases (5,356,000) (6,875,000)
--------------------------------------------------------------------------
Total projected benefit
obligation (48,023,000) (48,046,000)
--------------------------------------------------------------------------
Projected benefit obligation
in excess of plan assets (6,911,000) (6,283,000)
Unrecognized prior service
cost (418,000) 101,000
Unrecognized net loss 5,779,000 5,935,000
Unrecognized transition
asset (1,385,000) (1,520,000)
Unfunded foreign pension
amounts (4,700,000) (4,260,000)
--------------------------------------------------------------------------
Accrued pension liability $ (7,635,000) $ (6,027,000)
--------------------------------------------------------------------------
</TABLE>
OTHER POSTRETIREMENT BENEFITS
The company provides postretirement medical and other benefits to eligible
employees. Assumptions used in determining the expense and benefit obligations
include a weighted average discount rate of 8.0% in 1994 and 7.8% in 1993 and
an initial health care cost trend rate of 11% in 1994 and 12% in 1993,
declining to 6% over a period of 6 years. Increasing the health care cost trend
rate by one percentage point would increase the accumulated postretirement
benefit obligation by $1,333,000 and would increase the 1994 postretirement
benefit expense by $168,000.
Postretirement benefit expense is summarized as follows:
<TABLE>
<CAPTION>
1994 1993
--------------------------------------------------------------------------
<S> <C> <C>
Service cost-benefits
earned during the year $ 399,000 $ 312,000
Interest cost on accumulated
postretirement benefit
obligation 1,402,000 1,385,000
Net amortization and deferral 776,000 783,000
--------------------------------------------------------------------------
$2,577,000 $2,480,000
--------------------------------------------------------------------------
</TABLE>
The company adopted SFAS 106, Employers' Accounting for Postretirement Benefits
Other than Pensions, in 1993. This change resulted in an incremental charge to
1993 net income of approximately $1,000,000, or $.06 per share.
25
<PAGE> 8
The following table sets forth the accumulated obligation of the plans
and the amounts shown in the balance sheet at December 25, 1994 and December
26, 1993:
<TABLE>
<CAPTION>
1994 1993
--------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $ (9,548,000) $(10,569,000)
Fully eligible active plan
participants (1,255,000) (3,205,000)
Other active plan participants (3,666,000) (7,408,000)
--------------------------------------------------------------------------
(14,469,000) (21,182,000)
Unrecognized prior service cost (598,000) 351,000
Unrecognized transition
obligation 11,541,000 15,276,000
Unrecognized actuarial net
(gain) loss (654,000) 3,973,000
--------------------------------------------------------------------------
Accrued postretirement liability $ (4,180,000) $ (1,582,000)
--------------------------------------------------------------------------
</TABLE>
BUSINESS SEGMENTS AND OTHER INFORMATION
Reference is made to pages 28 through 31 for a summary of operations by
business segment.
A summary of revenues, identifiable assets and operating profit
relating to the company's foreign operations, substantially European, is as
follows:
<TABLE>
<CAPTION>
1994 1993 1992
--------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $221,145,000 $187,259,000 $172,618,000
Identifiable
assets $249,000,000 $202,593,000 $181,050,000
Operating
profit $ 22,600,000 $ 19,700,000 $ 18,434,000
--------------------------------------------------------------------------
</TABLE>
Export sales from the United States to unaffiliated customers approximated
$92,200,000, $69,800,000 and $60,500,000 for 1994, 1993 and 1992, respectively.
Export sales include $30,600,000, $24,000,000, and $21,500,000 to Canada in
1994, 1993 and 1992, respectively.
26
<PAGE> 9
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
Teleflex Incorporated
In our opinion, the consolidated financial statements appearing on pages 19
through 31 of this Annual Report present fairly, in all material respects, the
financial position of Teleflex Incorporated and its subsidiaries at December
25, 1994 and December 26, 1993 and the results of their operations and their
cash flows for each of the three years in the period ended December 25, 1994,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
As discussed on pages 24 and 25, the Company changed its methods of
accounting for income taxes and postretirement benefits in 1992 and 1993,
respectively.
Price Waterhouse LLP
Philadelphia, Pennsylvania
February 9, 1995
QUARTERLY FINANCIAL DATA
(unaudited)
<TABLE>
<CAPTION>
Quarter ended
---------------------------------------------------------------------------------------------------------------------------------
(000 omitted except per share data) March June Sept. Dec.
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994
---------------------------------------------------------------------------------------------------------------------------------
Revenues $ 191,084 $ 209,456 $ 193,367 $ 218,765
Gross profit 58,508 64,765 59,765 72,243
Income before taxes 15,330 17,194 11,380 19,087
Net income 9,965 11,176 7,397 12,658
Earnings per share .57 .64 .42 .72
Cash dividends per share .115 .135 .135 .135
Price range of common stock 36 1/8-40 32 1/8-37 32 3/8-39 3/4 31 3/4-40 1/4
---------------------------------------------------------------------------------------------------------------------------------
1993
---------------------------------------------------------------------------------------------------------------------------------
Revenues $ 157,575 $ 174,921 $ 156,878 $ 177,422
Gross profit 49,257 54,421 47,700 56,363
Income before taxes 13,174 14,250 9,661 15,225
Net income 8,563 9,263 5,904 9,956
Earnings per share .50 .54 .34 .57
Cash dividends per share .105 .115 .115 .115
Price range of common stock 29-33 5/8 27 3/4-32 30 3/4-33 3/8 28-38 1/4
---------------------------------------------------------------------------------------------------------------------------------
1992
---------------------------------------------------------------------------------------------------------------------------------
Revenues $ 132,814 $ 148,835 $ 138,032 $ 150,657
Gross profit 42,705 49,167 45,564 50,909
Income before taxes 12,103 13,033 9,400 14,114
Net income 7,958(a) 8,581 6,168 9,305
Earnings per share .47(a) .50 .36 .54
Cash dividends per share .10 .105 .105 .105
Price range of common stock 32 7/8-39 1/2 31 1/8-35 3/4 27 5/8-33 5/8 25-32 7/8
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Excludes an increase in net income of $860,000, or $.05 per share as a
result of a change in accounting for income taxes.
27
<PAGE> 10
Teleflex Incorporated and Subsidiaries
SELECTED FINANCIAL AND INDUSTRY SEGMENT DATA
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
1994 1993 1992
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SUMMARY OF OPERATIONS
Revenues
Commercial Products $356,708 $284,106 $210,464
Medical Products 253,020 180,623 179,376
Aerospace Products and Services 202,944 202,067 177,292
----------------------------------------------------------------------------------------------------------------
Net sales 812,672 666,796 567,132
Other income(a) -- -- 3,206
----------------------------------------------------------------------------------------------------------------
Total revenues $812,672 $666,796 $570,338
----------------------------------------------------------------------------------------------------------------
Operating profit
Commercial Products $ 53,324 $ 37,794 $ 25,754
Medical Products 32,386 21,486 25,463
Aerospace Products and Services 5,367 14,906 16,100
----------------------------------------------------------------------------------------------------------------
91,077 74,186 67,317
Less:
Interest expense 18,361 14,466 15,482
Corporate expenses, net of other income 9,725 7,410 3,185
----------------------------------------------------------------------------------------------------------------
Income before taxes 62,991 52,310 48,650
Estimated taxes on income 21,795 18,624 16,638
----------------------------------------------------------------------------------------------------------------
Net income $ 41,196 $ 33,686 $ 32,012(b)
----------------------------------------------------------------------------------------------------------------
Earnings per share $2.35 $1.95 $1.87(b)
Cash dividends per share $.52 $.45 $.42
Net income from operations as a percent of revenues 5.1% 5.1% 5.6%
Percent of net sales
Commercial Products 44% 43% 37%
Medical Products 31% 27% 32%
Aerospace Products and Services 25% 30% 31%
Average number of common and common equivalent
shares outstanding 17,530 17,267 17,132
Average number of employees 8,740 7,920 6,920
----------------------------------------------------------------------------------------------------------------
</TABLE>
28
<PAGE> 11
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
1991 1990 1989 1988 1987 1986 1985 1984
----------------------------------------------------------------------------------------------------------------------
(000 omitted except per share and employee data)
<S> <C> <C> <C> <C> <C> <C> <C>
$168,598 $162,646 $173,957 $153,144 $130,310 $109,811 $101,495 $ 95,871
130,540 115,756 42,406 38,032 25,928 21,314 -- --
180,399 162,731 139,262 132,413 113,540 83,057 70,321 57,439
----------------------------------------------------------------------------------------------------------------------
479,537 441,133 355,625 323,589 269,778 214,182 171,816 153,310
3,472 3,080 4,441 4,634 1,988 3,965 3,221 2,426
----------------------------------------------------------------------------------------------------------------------
$483,009 $444,213 $360,066 $328,223 $271,766 $218,147 $175,037 $155,736
----------------------------------------------------------------------------------------------------------------------
$ 19,996 $ 22,224 $ 22,025 $ 26,794 $ 25,239 $ 19,993 $ 15,251 $ 13,549
19,900 16,183 5,782 3,755 2,107 168 -- --
21,722 20,781 20,711 16,548 15,095 14,090 13,470 10,772
----------------------------------------------------------------------------------------------------------------------
61,618 59,188 48,518 47,097 42,441 34,251 28,721 24,321
13,765 12,401 6,886 6,225 4,886 3,679 1,626 1,396
2,519 3,880 2,395 4,493 5,894 3,642 4,887 3,815
----------------------------------------------------------------------------------------------------------------------
45,334 42,907 39,237 36,379 31,661 26,930 22,208 19,110
15,527 14,340 12,440 12,370 11,990 10,500 8,900 7,800
----------------------------------------------------------------------------------------------------------------------
$ 29,807 $ 28,567 $ 26,797 $ 24,009 $ 19,671 $ 16,430 $ 13,308 $ 11,310
----------------------------------------------------------------------------------------------------------------------
$1.77 $1.73 $1.63 $1.48 $1.20 $1.01 $.84 $.72
$.39 $.35 $.31 $.26 $.22 $.18 $.15 $.14
6.2% 6.4% 7.4% 7.3% 7.2% 7.5% 7.6% 7.3%
35% 37% 49% 47% 48% 51% 59% 63%
27% 26% 12% 12% 10% 10% -- --
38% 37% 39% 41% 42% 39% 41% 37%
16,850 16,476 16,403 16,243 16,459 16,315 15,902 15,788
6,160 5,860 5,080 4,350 3,760 3,300 2,380 2,060
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Beginning in 1993, other income, which was insignificant, has
been reclassified as an offset to interest expense and
corporate expenses.
(b) Excludes an increase in net income of $860,000, or $.05 per
share as a result of a change in accounting for income taxes.
29
<PAGE> 12
Teleflex Incorporated and Subsidiaries
SELECTED FINANCIAL AND INDUSTRY SEGMENT DATA (continued)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
1994 1993 1992
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FINANCIAL POSITION
Identifiable assets
Commercial Products $184,971 $158,206 $142,041
Medical Products 311,547 266,239 206,562
Aerospace Products and Services 188,348 202,130 142,523
Corporate 25,923 14,001 43,805
----------------------------------------------------------------------------------------------------------------
Total assets $710,789 $640,576 $534,931
----------------------------------------------------------------------------------------------------------------
Capital expenditures
Commercial Products $ 13,489 $ 7,967 $ 7,386
Medical Products $ 7,029 $ 7,361 $ 5,316
Aerospace Products and Services $ 4,538 $ 8,865 $ 6,384
Depreciation and amortization
Commercial Products $ 9,930 $ 9,251 $ 6,262
Medical Products $ 11,694 $ 8,030 $ 6,505
Aerospace Products and Services $ 10,771 $ 10,176 $ 8,002
Long-term borrowings $190,499 $183,504 $134,600
Shareholders' equity $309,024 $269,790 $240,467
Working capital $220,544 $171,397 $166,803
Current ratio 2.3 2.1 2.4
Book value per share $17.89 $15.79 $14.25
Return on average shareholders' equity 14.2% 13.2% 14.2%
----------------------------------------------------------------------------------------------------------------
</TABLE>
30
<PAGE> 13
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
1991 1990 1989 1988 1987 1986 1985 1984
----------------------------------------------------------------------------------------------------------------------
(000 omitted except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
$101,187 $ 84,678 $ 90,557 $ 83,601 $ 60,099 $ 51,342 $ 40,790 $ 44,656
194,609 147,954 125,635 34,819 28,997 19,715 -- --
141,104 143,419 130,762 107,524 108,769 85,173 55,963 41,871
40,793 49,049 19,708 38,172 28,042 28,932 40,134 22,806
----------------------------------------------------------------------------------------------------------------------
$477,693 $425,100 $366,662 $264,116 $225,907 $185,162 $136,887 $109,333
----------------------------------------------------------------------------------------------------------------------
$ 7,505 $ 5,581 $ 5,507 $ 8,880 $ 6,065 $ 9,289 $ 3,848 $ 1,692
$ 7,138 $ 4,236 $ 2,373 $ 960 $ 2,360 $ 1,436 -- --
$ 5,585 $ 7,166 $ 10,701 $ 5,228 $ 6,446 $ 4,722 $ 3,186 $ 4,547
$ 5,633 $ 5,369 $ 4,715 $ 3,675 $ 3,038 $ 2,238 $ 1,816 $ 1,404
$ 4,725 $ 3,999 $ 1,693 $ 1,455 $ 1,097 $ 1,003 -- --
$ 7,366 $ 7,024 $ 5,777 $ 5,556 $ 5,272 $ 3,682 $ 2,661 $ 2,184
$119,370 $112,941 $106,128 $ 57,104 $ 55,013 $ 37,578 $ 23,477 $ 14,112
$211,702 $187,875 $160,038 $136,328 $115,517 $100,573 $ 84,312 $ 72,620
$131,589 $133,840 $112,325 $ 98,217 $ 90,270 $ 69,723 $ 66,777 $ 56,052
2.1 2.3 2.4 2.6 2.8 2.7 3.6 3.8
$12.73 $11.44 $9.87 $8.49 $7.25 $6.25 $5.36 $4.64
14.9% 16.4% 18.1% 19.1% 18.2% 17.8% 17.0% 16.6%
----------------------------------------------------------------------------------------------------------------------
</TABLE>
31
<PAGE> 14
1994 FINANCIAL REVIEW
OVERVIEW
The company's major financial objectives are to achieve a 15% to 20% growth
rate in revenues and net income and to generate a 20% return on average
shareholders' equity. Over the past five years the compounded growth rates for
sales and net income have been 18% and 9%, respectively, while the return on
shareholders' equity has averaged 15%. In 1994 the company achieved its revenue
and net income objectives and the return on average shareholders' equity
improved to 14% . Prior to 1994, the growth rates were tempered by the
relatively disappointing economy first in the United States and then in Europe,
and the downward cycle in both the military and commercial aerospace markets.
Additionally, during that time period the company invested heavily, primarily
through acquisition, to build the Medical Segment.
The company is also committed to maintaining a reasonable balance
among its three segments--Commercial, Medical and Aerospace. Balance reduces
dependence on any one segment, allows for investment at the bottom of a
segment's operating cycle and gives the company a broader base of markets in
which to grow. Over the past five years, the company's operating profit has
increased despite cyclical downturns in each of the segments. It is not
unreasonable to expect the future balance among the three segments to be
weighted more heavily toward the Commercial and Medical segments as the
prospects in these markets are stronger than those for the Aerospace Segment.
The company intends to achieve its growth objectives through both
internal development of new products and new markets for existing products as
well as through acquisitions. In general, it is expected that half of the
growth will be achieved through internal means and the remainder through
acquisitions. This was achieved in 1994 as roughly one-half of the company's
growth was internal. Prior to 1994, internal growth had been hampered by the
lackluster worldwide economy, overcapacity in some markets and intensifying
competition. As a result, internal growth over the five years prior to 1994
accounted for only one-quarter of the company's overall growth. During the same
time, the company invested approximately $200 million in acquisitions which
have contributed the remaining three-quarters of the growth.
Acquisitions, while adding initially to sales, generally do not contribute
proportionately to earnings in the early years. In these years, earnings
generally are reduced by upfront costs such as interest, depreciation and
amortization and, in many instances, the expenses of integrating a
newly-acquired business into an existing operation.
Historically, operations have generated sufficient cash flow to
finance the company's operating requirements while borrowings have been
incurred largely to finance acquisitions. Over the past five years, cash flow
from operations has totaled more than $220 million. This healthy cash flow also
provides for the payment of dividends and enables the company to continue to
upgrade its plant and equipment. While not particularly capital intensive, the
company's businesses spend approximately 4% of net sales annually on plant and
equipment. With respect to dividends, the company's policy is to pay 20% of
trailing twelve months' earnings. This policy has been followed since the first
cash dividend payment was made in 1977.
The company generally has maintained conservative levels of long-term
debt ranging from 30% to 40% of total capitalization. However, it is not
inconceivable that debt may range up to 50% of capitalization for a limited
period in order to finance acquisitions. The company finances foreign
operations and acquisitions mostly in their local currencies, thus reducing the
overall risk of exchange rate fluctuations. As a result, approximately 40% of
the company's short- and long-term debt is denominated in currencies other than
the U.S. dollar. In summary, the
32
<PAGE> 15
company believes its strong financial position, healthy cash flows from
operations, and unused debt capacity provide it with adequate financial
resources and flexibility to pursue its long-term strategic growth objectives.
RESULTS OF OPERATIONS
1994 VS. 1993: Revenues increased 22% in 1994 to $812.7 million from $666.8
million in 1993. The increase is attributable to the Commercial and Medical
segments while the Aerospace Segment was essentially flat. For 1994, the
Commercial, Medical and Aerospace segments comprised 44%, 31% and 25% of the
company's net sales, respectively. The acquisition of Edward Weck Incorporated
(Weck) in December 1993, accounted for a significant portion of the growth in
the Medical Segment. The Commercial Segment gain was generated internally from
the continued strength in its markets and the introduction of new products.
Foreign operations, which accounted for 27% of revenues, increased 18% in 1994
and were affected minimally by changes in foreign currency exchange rates.
Gross product margin remained relatively flat in 1994 as gains in
Commercial and Medical segment margins were offset by a decline in Aerospace
margins. Selling, engineering and administrative expenses increased absolutely
but remained relatively constant as a percentage of sales. The major factor
contributing to the increased expenses was the larger sales contribution from
the Medical Segment, which has higher selling costs compared with the other
segments.
Operating profit increased 23% in 1994 to $91.1 million from $74.2
million in 1993. Increases in the Commercial and Medical segments offset a drop
in the Aerospace Segment. In 1994 after several years of decline, operating
profit as a percentage of sales (operating margin) increased fractionally over
1993. The improvement is due primarily to increased margins in the Commercial
and Medical segments which offset a decline in the Aerospace Segment.
Net income in 1994 was $41.2 million, up 22% from last year while
earnings per share increased 21% to $2.35 per share from $1.95 in 1993.
1993 VS. 1992: Revenues increased 17% to $666.8 million compared to $570.3
million in 1992. The increase was a result of gains in the Commercial and
Aerospace segments as the Medical Segment was virtually unchanged. For 1993 the
Commercial, Medical and Aerospace segments comprised 43%, 27% and 30% of the
company's net sales, respectively. Acquisitions accounted for a substantial
portion of the growth in the Aerospace Segment and approximately one-half of
the growth in the Commercial Segment. The balance of the growth in the
Commercial Segment was generated through improved market conditions and the
development of both new products and new applications of existing products.
Revenues from foreign operations increased 8% and accounted for 28% of total
revenues compared with 30% in 1992.
The overall gross product margin decreased as a percentage of sales
from 33% in 1992 to 31% in 1993. The decrease was attributable to declines in
the Medical and Aerospace segments which were partially offset by an increase
in the Commercial Segment. Selling, engineering and administrative expenses
decreased slightly as a percentage of sales because of the lower proportionate
volume of the Medical Segment which has higher sales and distribution costs
relative to the other segments.
Operating profit increased 10% to $74.2 million in 1993 compared with
$67.3 million in 1992. Strong gains in the Commercial Segment more than offset
declines in the Medical and Aerospace segments. Operating margin
33
<PAGE> 16
declined as a result of declines in both the Medical and Aerospace segments
despite an increase in the Commercial Segment.
Net income before adjustment for the change in accounting for income
taxes increased 5% to $33.7 million in 1993 from $32.0 million in 1992 and
earnings per share grew to $1.95 in 1993 from $1.87 in 1992. Earnings per share
for 1993 was affected by a $.06 charge to earnings because of the adoption of
Statement of Financial Accounting Standard (SFAS) 106: Employers' Accounting
for Postretirement Benefits Other than Pensions. Also, earnings per share in
1992 increased $.05 due to the adoption of SFAS 109: Accounting for Income
Taxes.
COMMERCIAL PRODUCTS SEGMENT
The Commercial Products Segment businesses design and manufacture mechanical,
electrical and hydraulic controls, and electronics products for the pleasure
marine market; proprietary mechanical controls for the automotive market; and
certain innovative proprietary products for the fluid transfer and outdoor
power equipment markets.
Products in the Commercial Segment generally are less complex and are
produced in higher unit volume, are manufactured for general distribution, as
well as custom fabricated to meet individual customer needs. Consumer spending
patterns generally influence the market trends for these products.
1994 VS. 1993: Sales in the Commercial Segment increased 26% from $284.1
million to $356.7 million. All three product lines, Automotive, Marine and
Industrial, reported higher sales as demand for their products was boosted by
the strength of their markets. Sales of new products, primarily in the Marine
product line and to a lesser extent the Automotive and Industrial product
lines, also contributed to the increase.
Operating profit increased 41% to $53.3 million in 1994 from $37.8
million in 1993 as a result of volume and operating margin gains in all three
product lines. The improved performance in the Automotive and Industrial
product lines stemmed primarily from the increased volume. Within the Marine
product line, increases in sales, primarily electronics products, coupled with
lower design and manufacturing costs accounted for the gain.
Assets increased in 1994 due to a higher level of accounts receivable
related to volume and to capital equipment additions in the Marine and
Industrial product lines for new products and capacity expansion.
1993 VS. 1992: Sales in the Commercial Segment increased 35% in 1993 to $284.1
million from $210.5 million as sales in all three product lines, Automotive,
Marine and Industrial registered gains. Over one-half of the gain in the
segment was attributable to the Marine product line where improved market
conditions, new products and the acquisition of Techsonic Industries, Inc.,
contributed to the increase. Stronger market conditions and improved market
share in the Automotive product line and improved market conditions and new
products in the Industrial product line comprised the remainder of the
increase.
34
<PAGE> 17
Operating profit increased 47% from $25.8 million in 1992 to $37.8
million in 1993 as all three product lines gained, generally as a result of
increased volume. Operating margins improved as a result of increased volume in
the Automotive and Industrial product lines while Marine operating margins were
reduced by expenses associated with the design and start-up of an entirely new
line of electronics products.
Assets increased in 1993 due primarily to higher accounts receivable
resulting from greater volume, particularly in the fourth quarter. Also
contributing to the increase was an investment in new tooling and inventory in
connection with the introduction of a new line of marine electronics products.
MEDICAL PRODUCTS SEGMENT
The Medical Products Segment includes the manufacture and distribution of a
broad range of invasive disposable and reusable devices for the urology,
gastroenterology, anesthesiology and respiratory care markets worldwide. It
also manufactures general and specialized surgical instruments used in both
traditional (open) and minimally-invasive surgical procedures.
These products generally are required to meet exacting standards of
performance and have long product life cycles. External economic influences on
the sales of these products relate primarily to spending patterns in the
worldwide medical devices and supplies market.
1994 VS. 1993: In 1994, the Medical Segment achieved sales of $253.0 million,
exceeding 1993 sales by $72.4 million or 40%. The increase was the result of
the acquisition of Weck in December 1993 and, to a lesser extent, improved
sales in the hospital supply product line. Several small acquisitions made
throughout the year had no significant impact on results of operations in 1994.
Operating profit increased 51% in 1994 to $32.4 million and operating
margin improved to 12.8% from 11.9% in 1993. Approximately one-half the
increase in operating profit was the result of the Weck acquisition with the
remainder due to the higher volume in the hospital supply product line.
Operating margin was enhanced by the hospital supply product line cost
reduction program begun in 1993. The improvements in both operating profit and
operating margin were achieved despite the additional costs of assimilating the
Weck acquisition into the existing surgical device businesses.
Assets increased in 1994 due to several small acquisitions in both the
hospital supply and surgical device product lines. Also contributing to the
increase were higher accounts receivable from the Weck acquisition and the
sales increase in the hospital supply product line.
1993 VS. 1992: In 1993 Medical Segment sales of $180.6 million were virtually
unchanged from 1992. Gains in the North American market, primarily in surgical
devices, were offset by declines in the hospital supply product line in Europe
stemming from the recession. In addition, Medical Segment sales were negatively
affected by weaker foreign currencies.
Operating profit declined by 16% from $25.5 million in 1992 to $21.5
million in 1993. The decline was attributable to the European hospital supply
business where lower volume and severance charges associated with a cost
reduction program depressed profits. These declines were partially offset by
increased surgical device sales and margins in the North American market.
Assets increased in 1993 due primarily to the acquisition of Weck
which included $32.0 million in plant and equipment. Additional expenditures
for plant and equipment were made, primarily in Germany, to consolidate
manufacturing processes, improve efficiencies and meet current and expected
future regulatory requirements.
35
<PAGE> 18
AEROSPACE PRODUCTS AND SERVICES SEGMENT
The Aerospace Products and Services Segment serves the aerospace, defense and
turbine engine markets. Its businesses design and manufacture precision
controls and systems for both military and commercial application; provide
coating and repair services for turbine engine manufacturers, operators and
overhaulers; and manufacture airfoils for both flight and land-based turbine
engines.
These products and services, many of which are proprietary, require a
high degree of engineering sophistication, and often are custom designed.
External economic influences on these products and services relate primarily to
spending patterns in the worldwide aerospace and defense industries.
1994 VS. 1993: Sales in 1994 of $202.9 million in the Aerospace Segment were
essentially flat as gains from cargo handling systems, ground turbine business
and the March 1993 acquisition of Mal Tool & Engineering (Mal) were offset by
declines resulting from the impact of the weak commercial aviation and defense
markets.
Operating profit decreased 64% from $14.9 million in 1993 to $5.4
million in 1994. The major factors contributing to the decline were lower
volume in certain of the operating units, costs associated with the reduction
in capacity and significant expenditures related to the development of the
cargo handling systems business. Future growth in this segment depends in part
on a strengthening of the commercial aviation industry, further development of
the cargo handling systems business, and capitalizing on the capacity
consolidation and productivity improvements made during 1994.
Assets decreased in 1994 as a result of a decline in plant and
equipment, and inventories due to capacity reduction efforts.
1993 VS. 1992: Sales in the Aerospace Segment increased 14% from $177.3 in 1992
to $202.1 in 1993. The gain was due primarily to the acquisition of Mal, and an
increase in Sermatech product line volume including gains in airline repairs
and ground turbine business. The increases more than offset a decline in the
Aerospace controls product line which resulted from a significant reduction in
defense related sales.
Operating profit decreased 7% from $16.1 to $14.9 as increases in the Sermatech
product line and the contribution from the acquisition of Mal did not fully
offset declines in the Aerospace controls product line. Operating margin
declined in 1993 due to lower volume in Aerospace controls product line sales
and significant expenses associated with development of cargo systems products.
Assets increased in 1993 due primarily to the acquisition of Mal which
included $27.8 million of plant and equipment. Additions to cargo product line
inventories in connection with several new contracts also contributed to the
increase in segment assets.
36
<PAGE> 19
INTEREST EXPENSE
The increase in 1994 interest expense was due primarily to borrowings incurred
at the end of 1993 to finance the Weck acquisition offset somewhat by lower
average interest rates. In 1993 interest expense remained relatively constant
with the prior year as lower rates offset the expense of borrowings associated
with acquisitions. Interest expense increased slightly in 1994 to 2.3% of sales
compared with 2.2% of sales in 1993.
INCOME TAX EXPENSE
The effective tax rate was 34.6% in 1994 compared with 35.6% in 1993. The lower
1994 rate was due primarily to a non-recurring increase in 1993 deferred taxes
stemming from the change in the U.S. corporate tax rate from 34% to 35%.
CASH FLOWS
The company continued to generate high levels of cash from operations. In 1994,
cash flows from operating activities were $57.7 million compared with $46.4
million in 1993 and $43.7 million in 1992. The increase in 1994 was due to
higher net income and the timing of income tax and other payments partially
offset by an increase in accounts receivable related to volume. For 1993 the
increase was attributable to net income and non-cash items along with an
improvement in the changes in current liability accounts. These improvements
were partially offset by accounts receivable increases related to volume.
Capital expenditures were $25.3 million, $24.4 million and $19.3
million in 1994, 1993 and 1992, respectively, and are adequate to support the
ongoing requirements of the company. In 1994, expenditures were primarily
related to the expansion of capacity within the Commercial Segment. In 1993,
expenditures were spread throughout all three segments for productivity
improvements, new product initiatives and maintenance of capacity levels.
Historically the most significant investment of cash has been payments for
businesses acquired. Although minimal during 1994, these payments over the last
three years were more than $100 million and generally have been financed
through fixed-rate, long-term borrowings. The combination of lower
acquisition-related, long-term borrowings and the increase in shareholders'
equity resulted in an improvement in the company's debt to total capitalization
from 40% in 1993 to 38% in 1994.
Dividends paid in 1994 increased 16% to $.52 per share and totaled
$8.9 million. In 1993 dividends were increased 7% over 1992 to $.45 per share
and aggregated $7.6 million. Cash dividends have been paid since 1977 and have
increased every year since inception of the payment.
SHAREHOLDERS' EQUITY
Shareholders' equity increased 15% to $309.0 million at December 25, 1994
compared with $269.8 million at December 26, 1993. The book value per share at
December 25, 1994 increased to $17.89 compared with $15.79 at December 26,
1993. Currency translation adjustments increased shareholders' equity by $2.1
million due to stronger foreign currencies at the comparable year ends.
37
<PAGE> 1
EXHIBT 22
Teleflex Incorporated
Subsidiaries
<TABLE>
<CAPTION>
JURISDICTION
SUBSIDIARY OF INCORP. PARENT PERCENTAGE
<S> <C> <C> <C>
Access Medical S.A. France Rusch International S.A. 100
Airfoil Management Company Delaware Sermatech 100
Airfoil Management Limited UK Sermatech (U.K.) Limited 100
Astraflex Limited UK TPX Group Ltd. 100
Aunic Engineering Limited UK Sermatech (U.K.) Limited 100
Aviation Product Support, Inc. (1) Delaware Teleflex 100
Avtech Systems, Inc. Utah The Talley Corporation 100
Bavaria Cargo Technologie GmbH Germany Telair Int'l Cargo Systems GmbH 100
Capro Inc. Texas Teleflex 100
Cepco Precision Company of Canada, Inc. Canada Sermatech Engineering 100
Cetrek Engineering Ltd. UK Cetrek Ltd. 100
Cetrek Inc. Mass. Teleflex 100
Cetrek Limited UK Marinex 100
Chemtronics International Ltd. UK Sermatech (U.K.) Limited 100
ECT Inc. Delaware Sermatech 50
Ediscom S.A.R.L. France Rusch International, S.A. 100
Entech, Inc. New Jersey TFX Equities 100
Europe Medical, S.A. France Rusch International 100
Flexible Flyer, Inc. Delaware Teleflex 100
Franklin Medical Ltd. UK TFX Group Ltd. 100
G-Tel Aviation Limited UK Sermatech (U.K.) Limited 50
Gator-Gard Incorporated Delaware Sermatech 100
Inmed (Malaysia) Holdings Sdn. Berhad Malaysia Willy Rusch AG 100
Inmed Acquisition, Inc. (2) Delaware Teleflex 100(2)
Inmed Corporation (3) Georgia Inmed Acquisition 100
Inmed Corporation (U.K.) Ltd. UK Inmed 100
Lipac Liebinzeller Verpackungs-GmbH Germany Willy Rusch AG 100
Machine Tool Leasing, Inc. Utah Teleflex 100
Mal Tool & Engineering Limited UK TFX Group Ltd. 100
Mal Tool & Engineering S.A.R.L. France Teleflex 100
Marinex Industries Limited UK TFX Group Ltd. 100
Meddig Medizintechnik Vertriebs-GmbH Germany Rusch G B 87.5
</TABLE>
Page 1
<PAGE> 2
Teleflex Incorporated
Susidiaries
<TABLE>
<S> <C> <C> <C>
Medical Service Vertriebs-GmbH Germany Willy Rusch AG 100
Norland Plastics Company Delaware TFX Equities 100
Orpac, Inc. Delaware Teleflex 100
Phosphor Products Co Limited UK Marinex 100
Pilling Weck Chiurgische Produkte GmbH Germany Teleflex 100
Pilling Weck Incorporated Delaware Teleflex 100
Pilling Weck Incorporated Pennsylvania Teleflex 100
Pilling Weck n.v. Belgium Rusch International 100
Rigel Compasses Limited UK Marinex 100
Rusch (UK) Ltd. UK TFX Group Ltd. 100
Rusch Austria Ges mbH Austria Teleflex 100
Rusch France S.A.R.L. France Rusch G B 100
Rusch International S.A. France Teleflex 100
Rusch Inc. Delaware Rusch G B 100
Rusch Manufacturing (UK) Ltd. UK TFX Group Ltd. 100
Rusch Manufacturing Sdn. Berhad Malaysia Inmed (Malaysia) Holdings 96.5
Rusch-Pilling (Asia) PTE Ltd. Singapore Pilling Weck 99.99
Rusch-Pilling Inc. Canada 924593 Ontario 50.5 (4)
Rusch-Pilling S.A. France Rusch International S. A. 100
Rusch Sdn. Berhad Malaysia Inmed (Malaysia) Holdings 96.5
Rusch Uruguay Ltda. Uruguay Rusch G B 60
S. Asferg Hospitalsartikler Aps Denmark Teleflex 100
Sermatech (Canada) Inc. Canada Sermatech 100
Sermatech Engineering Group, Inc. Delaware Sermatech 100
Sermatech International Incorporated PA Teleflex 100
Sermatech (Germany) Gmbh Germany Sermatech 100
Sermatech (U.K.) Limited UK TFX Group Limited 100
SermeTel Repair Services Limited UK Sermatech (U.K.) Limited 100
SermeTel Technical Sevices (STS) GmbH Germany Sermatech 100
Simal S.A. Belgium Rusch International 100
Technology Holding Company Delaware TFX Equities 100
Technology Holding Company II Delaware TFX Equities 100
Techsonic Industries, Inc. Alabama Teleflex 100
Telair International Cargo Systems GmbH Germany Telair Int'l Cargo Systems, Inc. 100
Telair International Cargo Systems, Inc. Delaware Teleflex 100
Teleflex (Canada) Limited Canada (B.C.) Teleflex 100
</TABLE>
Page 2
<PAGE> 3
Teleflex Incorporated
Subsidiaries
<TABLE>
<S> <C> <C> <C>
Teleflex Automotive Manufacturing
Corporation Delaware Teleflex 100
Teleflex Control Systems Incorporated PA Teleflex 100
Teleflex Fluid Systems, Inc. Connecticut Teleflex 100
Teleflex Precision Casting Company Utah Teleflex 100
TFX Automotive Incorporated Delaware Teleflex 100
TFX Engineering Ltd. Bermuda Teleflex 100
TFX Equities Inc. Delaware Teleflex 100
TFX Foreign Sales Corporation Virgin Is. Teleflex 100
TFX Group Limited UK TFX International Corp. 100
TFX International Corporation Delaware Teleflex 100
TFX Marine Incorporated Delaware Teleflex 100
TFX Medical Incorporated Delaware Teleflex 100
The Talley Corporation (5) Delaware Teleflex 100
Victor Huber GmbH California Teleflex 100
Willy Rusch AG Germany Teleflex 100
Willy Rusch Grundstucks- und
Beteiligungs AG ("Rusch G B") (6) Germany Willy Rusch AG 99.8 (9)
924593 Ontario Limited Ontario Pilling Weck 100
</TABLE>
1. Trades under name "APS"
2. Except for nominee shares.
3. Trades under name "Rusch Inc."
4. 49.5% owned by Rusch G B.
5. Trades under names "Teleflex Defense Systems" and "Teleflex Control Systems"
6. Two shares (.2%) are owned by Inmed Corporation.
3/15/95
Page 3
<PAGE> 1
EXHIBIT 25
POWER OF ATTORNEY
Each of the undersigned Directors of Teleflex Incorporated, a Delaware
corporation (the "Company"), hereby appoints Lennox K. Black, Harold L. Zuber,
Jr. and Steven K. Chance, and each of them, with full power of substitution, to
act as his attorney-in-fact and to execute, on behalf of the undersigned, the
Company's Annual Report on Form 10-K for the fiscal year ended December 25,
1994.
IN WITNESS WHEREOF, this Power of Attorney is executed this 24th of
March, 1995.
1. /s/ DONALD BECKMAN 2. /s/ LENNOX K. BLACK
---------------------------- ------------------------------
DONALD BECKMAN LENNOX K. BLACK
3. /s/ DAVID S. BOYER 4. /s/ LEWIS E. HATCH, JR.
---------------------------- ------------------------------
DAVID S. BOYER LEWIS E. HATCH, JR.
5. /s/ PEMBERTON HUTCHINSON 6. /s/ SIGISMUNDUS W. W. LUBSEN
---------------------------- ------------------------------
PEMBERTON HUTCHINSON SIGISMUNDUS W. W. LUBSEN
7. /s/ JOHN H. REMER 8. /s/ PALMER E. RETZLAFF
---------------------------- ------------------------------
JOHN H. REMER PALMER E. RETZLAFF
9. /s/ JAMES W. STRATTON
----------------------------
JAMES W. STRATTON
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-25-1994
<PERIOD-START> DEC-27-1993
<PERIOD-END> DEC-25-1994
<CASH> 24,094
<SECURITIES> 0
<RECEIVABLES> 186,782
<ALLOWANCES> 3,037
<INVENTORY> 173,105
<CURRENT-ASSETS> 390,217
<PP&E> 412,671
<DEPRECIATION> 148,354
<TOTAL-ASSETS> 710,789
<CURRENT-LIABILITIES> 169,673
<BONDS> 190,499
<COMMON> 17,277
0
0
<OTHER-SE> 291,747
<TOTAL-LIABILITY-AND-EQUITY> 710,789
<SALES> 812,672
<TOTAL-REVENUES> 812,672
<CGS> 557,391
<TOTAL-COSTS> 557,391
<OTHER-EXPENSES> 173,928
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,361
<INCOME-PRETAX> 62,991
<INCOME-TAX> 21,795
<INCOME-CONTINUING> 41,196
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,196
<EPS-PRIMARY> 2.35
<EPS-DILUTED> 2.35
</TABLE>
