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TELEFLEX INCORPORATED
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
EXHIBIT 4
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TELEFLEX INCORPORATED
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
Page
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I. Purpose....................................................... 1
2. Definitions................................................... 1
3. Eligibility................................................... 3
4. Participation and Withdrawal.................................. 4
5. Offering...................................................... 5
6. Purchase of Stock............................................. 7
7. Payment and Delivery.......................................... 7
8. Recapitalization.............................................. 7
9. Merger, Liquidation, Other Corporation Transactions........... 8
10. Transferability................................................ 8
11. Amendment or Termination of the Plan........................... 8
12. Administration................................................. 9
13. Plan Committee Rules for Foreign Jurisdictions................. 10
14. Securities Laws Requirements................................... 10
15. Government Regulations......................................... 10
16. No Enlargement of Employee Rights.............................. 10
17. Governing Law.................................................. 11
18. Effective Date................................................. 11
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TELEFLEX INCORPORATED
GLOBAL EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to provide an opportunity for certain
designated Employees of Teleflex Incorporated (the "Corporation") and its
Designated Subsidiaries to purchase Common Stock of the Corporation and thereby
to have an additional incentive to contribute to the prosperity of the
Corporation. It is the intention of the Corporation that the Plan qualify as an
"Employee Stock Purchase Plan" under section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), so as to permit the grant of section 423
qualified options to Employees of the Corporation or Designated Subsidiaries,
although the Corporation makes no undertaking nor representation to maintain
such qualification. In addition, this Plan authorizes the grant of options and
issuance of Common Stock which do not qualify under section 423 of the Code to
Designated Employees of the Corporation or Designated Subsidiaries pursuant to
this Plan or to sub-plans adopted by the Plan Committee designed to achieve
desired tax or other objectives in particular locations outside the United
States.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, of the U.S.A.,
as amended.
(c) "Plan Committee" shall mean the committee appointed by the Board in
accordance with Section 12 of the Plan.
(d) "Common Stock" shall mean the Common Stock of the Corporation, or
any stock into which such Common Stock may be converted.
(e) "Compensation" shall mean an Employee's regular base pay paid on
account of personal services rendered by the Employee to the Corporation or a
Designated Subsidiary, plus pre-tax contributions of the Employee which are part
of deferred compensation or benefit plans maintained by the Corporation or a
Designated Subsidiary, with any modifications determined by the Plan Committee.
The Plan Committee shall have the authority to determine and approve all forms
of compensation (such as commissions) to be included in the definition of
compensation and may change the definition on a prospective basis.
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(f) "Corporation" shall mean Teleflex Incorporated, a Delaware
corporation.
(g) "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Plan Committee as eligible to participate in the Plan (either
as a section 423 qualified or a non-section 423 qualified sub-plan with respect
to its Employees).
(h) "Employee" shall mean an individual classified as an employee by
the Corporation or a Designated Subsidiary on the payroll records of the
Corporation or the Designated Subsidiary during the relevant participation
period.
(i) "Offering Date" shall mean the first business day of each Purchase
Period.
(j) "Fair Market Value" shall mean the value of one (1) share of Common
Stock on the relevant date, determined as follows:
(1) If the shares are traded on an exchange, the reported
"closing price" on the trading day which precedes the relevant day (e.g., the
Offering Date or Purchase Date);
(2) If the shares are traded over-the-counter on the NASDAQ System
or on the NASDAQ National Market System, the mean between the highest bid and
the highest asked prices on said System on the trading day which precedes the
relevant day (e.g., the Offering Date or Purchase Date); and
(3) If neither (1) nor (2) applies, the fair market value as
determined by the Plan Committee in good faith. Such determination shall be
conclusive and binding on all persons.
(k) "Participant" shall mean a participant in the Plan as described in
Section 4 of the Plan.
(l) "Plan" shall mean this Teleflex Incorporated Global Employee Stock
Purchase Plan.
(m) "Purchase Date" shall mean the last business day of each Purchase
Period.
(n) "Purchase Period" shall mean a three-month, six-month or other
period as determined by the Plan Committee. The first Purchase Period shall
commence on the Plan's Effective Date. Subsequent Purchase Periods, if any,
shall run consecutively after the termination of the preceding Purchase Period.
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(o) "Shareholder" shall mean a record holder of shares entitled to vote
shares of Common Stock under the Corporation's by-laws.
(p) "Subsidiary" shall mean any subsidiary corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, as described in Code section 424(f).
3. ELIGIBILITY.
Any Employee regularly employed on a full-time or part-time basis by
the Corporation or by any Designated Subsidiary on an Offering Date shall be
eligible to participate in the Plan with respect to the Purchase Period
commencing on such Offering Date, provided that the Plan Committee may establish
administrative rules requiring that employment commence some minimum period
(e.g., one month's employment) prior to an Offering Date for the Employee to be
eligible to participate with respect to the Purchase Period beginning on that
Offering Date and provided further that (1) the Plan Committee may exclude
part-time Employees from participation pursuant to criteria and procedures
established by the Plan Committee; (2) the Plan Committee may impose an
eligibility period on participation of up to two years employment with the
Corporation and/or a Designated Subsidiary with respect to participation on any
prospective Offering Date; and (3) with respect to non-section 423 qualified
options, the Plan Committee may designate by job classification or otherwise
which Employees of the Corporation and/or a Designated Subsidiary shall be
eligible to participate. The Board also may determine that a designated group of
highly compensated Employees are ineligible to participate in the Plan so long
as the excluded category fits within the definition of "highly compensated
employee" in Code section 414(g). An Employee shall be considered employed on a
full-time basis unless his or her customary employment is less than 20 hours per
week or five months per year. No Employee may participate in the Plan if
immediately after an option is granted the Employee owns or is considered to own
(within the meaning of Code section 424(d)), shares of capital stock, including
stock which the Employee may purchase by conversion of convertible securities or
under outstanding options granted by the Corporation, possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the Corporation or of any of its Subsidiaries. All Employees who participate
in the Plan shall have the same rights and privileges under the Plan except for
differences which may be mandated by local law and which are consistent with
Code section 423(b)(5); provided, however, that Employees participating in a
non-section 423 qualified option grant or in a sub-plan adopted pursuant to
Section 13 which is not designed to qualify under Code section 423 need not have
the same rights and privileges as Employees participating in the Code section
423 grant. The Board may impose restrictions on eligibility and participation of
Employees who are officers and directors to facilitate compliance with federal
or state securities laws or foreign laws.
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4. PARTICIPATION AND WITHDRAWAL.
4.1 An Employee who is eligible to participate in the Plan in
accordance with Section 3 may become a Participant by filing, on a date
prescribed by the Plan Committee prior to an applicable Offering Date, a
completed payroll deduction authorization and Plan enrollment form provided by
the Corporation or by following an electronic or other enrollment process as
prescribed by the Plan Committee. Participation may be conditioned on an
eligible Employee's consent to transfer and process personal data and on
acknowledgment and agreement to Plan terms and other specified conditions. An
eligible Employee may authorize payroll deductions at the rate of any whole
percentage, two percent (2%) or greater, of the Employee's base salary, not to
exceed ten percent (10%) of the Employee's Compensation, or such greater
percentage, as specified by the Plan Committee, as applied to a Purchase Period.
All payroll deductions may be held by the Corporation and commingled with its
other corporate funds. No interest shall be paid or credited to the Participant
with respect to such payroll deductions except where required by local law as
determined by the Plan Committee. A separate bookkeeping account for each
Participant shall be maintained by the Corporation under the Plan and the amount
of each Participant's payroll deductions shall be credited to such account. A
Participant may not make any additional payments into such account. Payroll
deductions made with respect to Employees paid in currencies other than U.S.
dollars shall be converted to U.S. dollars as of each Purchase Date using the
then applicable exchange rate, as determined by the Plan Committee; provided,
however, that the Plan Committee may determine, with respect to any Purchase
Period, that payroll deductions shall be converted to U.S. dollars based on an
average or median exchange rate applicable for the relevant Purchase Period.
4.2 A Participant may decrease his or her rate of payroll deductions at
any time unless other procedures are prescribed by the Plan Committee. A
Participant may increase his or her rate of payroll deductions only effective on
the first payroll date following the next Purchase Date by filing a new payroll
deduction authorization and Plan enrollment form or by following electronic or
other procedures prescribed by the Plan Committee. If a Participant has not
followed such procedures to change the rate of payroll deductions, the rate of
payroll deductions shall continue at the originally elected rate throughout the
Purchase Period and future Purchase Periods unless the Plan Committee determines
to change the maximum permissible rate.
4.3 (a) Under procedures established by the Plan Committee, a
Participant may discontinue participation in the Plan at any time during a
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Purchase Period by completing and filing a new payroll deduction authorization
and Plan enrollment form with the Corporation or by following electronic or
other procedures prescribed by the Plan Committee. If a Participant has not
followed such procedures to discontinue the payroll deductions, the rate of
payroll deductions shall continue at the originally elected rate throughout the
Purchase Period and future Purchase Periods unless the Plan Committee determines
to change the maximum permissible rate.
(b) If a Participant discontinues participation during a Purchase
Period, all accumulated payroll deductions credited to the Participant's Account
shall be paid to the Participant. The Plan Committee may establish rules
limiting the frequency with which Participants may discontinue and resume
payroll deductions under the Plan and may impose a waiting period on
Participants wishing to resume payroll deductions following discontinuance. The
Plan Committee also may change the rules regarding discontinuance of
participation or changes in participation in the Plan.
(c) In the event any Participant terminates employment with the
Corporation or any Subsidiary for any reason (including death) prior to the
expiration of a Purchase Period, the Participant's participation in the Plan
shall terminate and all amounts credited to the Participant's account shall be
paid to the Participant or the Participant's estate without interest (except
where required by local law). Whether a termination of employment has occurred
shall be determined by the Plan Committee. The Plan Committee also may establish
rules regarding when leaves of absence or change of employment status (e.g.,
from full-time to part-time) will be considered to be a termination of
employment, and the Plan Committee may establish termination of employment
procedures for this Plan which are independent of similar rules established
under other benefit plans of the Corporation and its Subsidiaries. In the event
of a Participant's death, any accumulated payroll deductions will be paid,
without interest, to the estate or legal representative of the Participant.
5. OFFERING.
5.1 The maximum number of shares of Common Stock which may be issued
pursuant to the Plan shall be 100,000 shares.
5.2 Each Purchase Period shall be determined by the Plan Committee.
Unless otherwise determined by the Plan Committee, the Plan will operate with
successive semi-annual Purchase Periods commencing at the Plan Effective Date.
The Plan Committee shall have the power to change the duration of future
Purchase Periods, without shareholder approval, and without regard to the
expectations of any Participants.
5.3 With respect to each Purchase Period, each eligible Employee who
has elected to participate as provided in Section 4.1 shall be granted an option
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to purchase the number of shares of Common Stock which may be purchased with the
payroll deductions accumulated in an account maintained on behalf of such
Employee (assuming payroll deductions at a rate of 10% of base salary or such
greater percentage of base salary as determined by the Plan Committee) during
each Purchase Period at the purchase price specified in Section 5.4 below,
subject to the following additional limitations:
(a) The number of shares which may be purchased by any eligible
Employee on the first Purchase Date to occur in any calendar year may not exceed
the number of shares determined by dividing $25,000 by the Fair Market Value of
a share of Common Stock on the first day of the Purchase Period in which such
Purchase Date occurs.
(b) The number of shares which may be purchased by an Eligible
Employee on any subsequent Purchase Date which occurs in the same calendar year
(as referred to in subsection (a) above) shall not exceed the number of shares
determined by performing the calculation below:
Step One: The number of shares purchased by the Employee during any
Purchase Period whose Purchase Date occurred in the same calendar year
shall be multiplied by the Fair Market Value of a share of Common Stock
on the first day of such previous Purchase Period in which such shares
were purchased.
Step Two: The amount determined in Step One shall be subtracted from
$25,000.
Step Three: The amount determined in Step Two shall be divided by the
Fair Market Value of a share of Common Stock on the first day of the
Purchase Period in which the subsequent Purchase Date (for which the
maximum number of shares which may be purchased is being determined by
this calculation) occurs. The quotient thus obtained shall be the
maximum number of shares which may be purchased by any eligible
Employee on such subsequent Purchase Date.
5.4 The option price under each option shall be the lower of: (i) a
percentage (not less than eighty-five percent (85%)) established by the Plan
Committee ("Designated Percentage") of the Fair Market Value of the Common Stock
on the Offering Date on which an option is granted or (ii) the Designated
Percentage of the Fair Market Value on the Purchase Date on which the Common
Stock is purchased. The Plan Committee may change the Designated Percentage with
respect to any future Purchase Period, but not below eighty-five percent (85%),
and the Plan Committee may determine with respect to any prospective Purchase
Period that the option price shall be the Designated Percentage of the Fair
Market Value of the Common Stock on the Purchase Date.
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5.5 Notwithstanding any other provision of the Plan to the contrary, no
Employee participating in a Code section 423 grant or offering shall be granted
an option to purchase Common Stock under the Plan and all employee stock
purchase plans of the Corporation and its Subsidiaries at a rate which exceeds
$25,000 of the Fair Market Value of such Common Stock (determined at the time
such option is granted) for each calendar year in which such option is
outstanding at any time. The foregoing sentence shall be interpreted so as to
comply with Code section 423(b)(8).
6. PURCHASE OF STOCK.
Upon the expiration of each Purchase Period, a Participant's option
shall be exercised automatically for the purchase of that number of full and
fractional shares of Common Stock which the accumulated payroll deductions
credited to the Participant's account at that time shall purchase at the
applicable price specified in Section 5.4.
7. PAYMENT AND DELIVERY.
Upon the exercise of an option on each Purchase Date, the Corporation
shall deliver (by electronic or other means) to the Participant a record of the
Common Stock purchased, except as specified below. The Plan Committee may permit
or require that shares be deposited directly with a broker designated by the
Plan Committee (or a broker selected by the Plan Committee) or to a designated
agent of the Company, and the Plan Committee may utilize electronic or automated
methods of share transfer. The Plan Committee may require that shares be
retained with such broker or agent for a designated period of time (and may
restrict dispositions during that period) and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares or to restrict
transfer of such shares. The Plan Committee may require that shares purchased
under the Plan shall automatically participate in a dividend reinvestment plan
or program maintained by the Corporation. The Corporation shall retain the
amount of payroll deductions used to purchase Common Stock as full payment for
the Common Stock and the Common Stock shall then be fully paid and
non-assessable. No Participant shall have any voting, dividend, or other
shareholder rights with respect to shares subject to any option granted under
the Plan until the shares subject to the option have been purchased and
delivered to the Participant as provided in Section 7.
8. RECAPITALIZATION.
8.1 If after the grant of an option, but prior to the purchase of
Common Stock under the option, there is any increase or decrease in the number
of outstanding shares of Common Stock because of a stock split, stock dividend,
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combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the share limit of Section 5.3 and
the maximum number of shares specified in Section 5.1 shall be proportionately
increased or decreased, the terms relating to the purchase price with respect to
the option shall be appropriately adjusted by the Board, and the Board shall
take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances.
8.2 The Board, if it so determines in the exercise of its sole
discretion, also may adjust the number of shares specified in Section 5.1, as
well as the price per share of Common Stock covered by each outstanding option
and the maximum number of shares subject to any individual option, in the event
the Corporation effects one or more reorganizations, recapitalizations,
spin-offs, split-ups, rights offerings or reductions of shares of its
outstanding Common Stock.
8.3 The Board's determinations under this Section 8 shall be conclusive
and binding on all parties.
9. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
9.1 In the event of the proposed liquidation or dissolution of the
Corporation, the Purchase Period then in progress will terminate immediately
prior to the consummation of such proposed liquidation or dissolution, unless
otherwise provided by the Board in its sole discretion, and all outstanding
options shall automatically terminate and the amounts of all payroll deductions
will be refunded without interest to the Participants.
9.2 In the event of a proposed sale of all or substantially all of the
assets of the Corporation, or the merger or consolidation of the Corporation
with or into another corporation, then in the sole discretion of the Board, (1)
each option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date established by the Board on or before the date of consummation of such
merger, consolidation or sale shall be treated as an Exercise Date, and all
outstanding options shall be deemed exercisable on such date or (3) all
outstanding options shall terminate and the accumulated payroll deductions shall
be returned to the Participants, without interest.
10. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, other
than as permitted by the Code, such act shall be treated as an election by the
Participant to discontinue participation in the Plan pursuant to Section 4.2.
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11. AMENDMENT OR TERMINATION OF THE PLAN.
11.1 The Plan shall continue until January 1, 2010, unless previously
terminated in accordance with Section 11.2.
11.2 The Board may, in its sole discretion, insofar as permitted by
law, terminate or suspend the Plan, or revise or amend it in any respect
whatsoever, except that, without approval of the shareholders, no such revision
or amendment shall:
(a) materially increase the number of shares subject to the Plan,
other than an adjustment under Section 8 of the Plan;
(b) materially modify the requirements as to eligibility for
participation in the Plan, except as otherwise specified in this Plan;
(c) materially increase the benefits accruing to Participants;
(d) reduce the purchase price specified in Section 5.4, except as
specified in Section 8;
(e) extend the term of the Plan beyond the date specified in
Section 11.1; or
(f) amend this Section 11.2 to defeat its purpose.
12. ADMINISTRATION.
The Board shall appoint a Plan Committee consisting of at least two
members who will serve for such period of time as the Board may specify and who
may be removed by the Board at any time. The Plan Committee will have the
authority and responsibility for the day-to-day administration of the Plan, the
authority and responsibility specifically provided in this Plan and any
additional duties, responsibility and authority delegated to the Plan Committee
by the Board, which may include any of the functions assigned to the Board in
this Plan. The Plan Committee may delegate to one or more individuals the
day-to-day administration of the Plan. The Plan Committee shall have full power
and authority to promulgate any rules and regulations which it deems necessary
for the proper administration of the Plan, to interpret the provisions and
supervise the administration of the Plan, to make factual determinations
relevant to Plan entitlements, to adopt sub-plans applicable to specified
Subsidiaries or locations and to take all action in connection with
administration of the Plan as it deems necessary or advisable, consistent with
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the delegation from the Board. Decisions of the Board and the Plan Committee
shall be final and binding upon all participants. Any decision reduced to
writing and signed by a majority of the members of the Plan Committee shall be
fully effective as if it had been made at a meeting of the Plan Committee duly
held. The Corporation shall pay all expenses incurred in the administration of
the Plan. No Board or Plan Committee member shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
thereunder.
13. PLAN COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
13.1 The Plan Committee may adopt rules or procedures relating to the
operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of
the foregoing, the Plan Committee is specifically authorized to adopt rules and
procedures regarding handling of payroll deductions, payment of interest,
conversion of local currency, payroll tax, withholding procedures and handling
of stock certificates which vary with local requirements.
13.2 The Plan Committee may also adopt sub-plans applicable to
particular Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Code section 423. The rules of such sub-plans may take
precedence over other provisions of this Plan, with the exception of Section
5.1, but unless otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-plan.
14. SECURITIES AND EXCHANGE CONTROL LAWS REQUIREMENTS.
The Corporation shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Corporation has determined
that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (ii) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (iii) all other applicable provisions of state, federal and applicable
foreign law have been satisfied.
15. GOVERNMENTAL REGULATIONS.
This Plan and the Corporation's obligation to sell and deliver shares
of its stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
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16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time. It is not intended that any
rights or benefits provided under this Plan shall be considered part of normal
or expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long service awards, pension,
retirement or similar payments.
17. GOVERNING LAW.
This Plan shall be governed by Delaware law.
18. EFFECTIVE DATE.
This Plan shall be effective January 1, 2000 subject to approval by the
Board.
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