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[graphic omitted]
Limerick, Pennsylvania 19468
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2000 STOCK COMPENSATION PLAN
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Adopted by the Board of Directors on March 6, 2000
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TELEFLEX INCORPORATED
2000 Stock Compensation Plan
1. Purpose of Plan
This Plan has been established to (i) attract and retain employees and
directors whose service is important to the Company's success, (ii) motivate
such individuals to achieve long-range goals of the Company, (iii) provide
incentive compensation opportunities to such employees and directors which are
competitive with those of other companies and (iv) encourage such employees and
directors to own common stock of the Parent Company and thereby share a common
financial interest with the other stockholders of the Company.
2. Definitions
(a) "Board" means the board of directors of the Parent Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended. A reference
to any provision of the Code shall be deemed to refer also to any successor
provision of law.
(c) "Committee" means the committee referred to in Section 5(a).
(d) "Company" means Teleflex Incorporated and each of its Subsidiary
Companies.
(e) "Consultant" means an individual who provides personal services to the
Company, otherwise than as an employee or director, pursuant to a contract with
the Company calling for the equivalent of at least 100 work days service per
year.
(f) "Date of Grant" means the date on which an Option or a Restricted Stock
Award is granted.
(g) "Eligible Director" has the meaning set forth therefor in Section 7.
(h) "Eligible Employee" has the meaning set forth therefor in Section 7.
(i) "Family Member" of an Optionee means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law of the Optionee, including adoptive relationships, any individual
sharing the Optionee's household (other than a tenant or employee), any trust in
which any one or more of the Optionee and
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the foregoing individuals together hold more than fifty percent of the
beneficial interests, any foundation in which any one or more of the Optionee
and the foregoing individuals together control the management of assets of the
foundation and any other entity in which any one or more of the Optionee and the
foregoing individuals together own more than fifty percent of the voting
interests.
(j) "Incentive Stock Option" means an Option granted under the Plan
designated by the Board or the Committee at the time of such grant as an
Incentive Stock Option and containing the terms specified herein for Incentive
Stock Options.
(k) "Nonqualified Stock Option" means an Option granted under the Plan
designated by the Board or the Committee at the time of such grant as a
Nonqualified Stock Option and containing the terms specified herein for
Nonqualified Stock Options.
(l) "Option" means a stock option granted under the Plan and described
either in Section 3(a) or 3(b).
(m) "Optionee" means a person to whom an Option has been granted under the
Plan, which Option has not been exercised in full and has not expired or been
terminated.
(n) "Parent Company" means Teleflex Incorporated.
(o) "Participant" means a person who holds a Restricted Stock Award of
which one or more Shares subject thereto have not Vested and the Restriction
Period of which has not expired.
(p) "Plan" means this Teleflex Incorporated 2000 Stock Compensation Plan.
(q) "Relationship" of a person with the Company means the relationship of
such person with the Company as an employee, an Eligible Director or a
Consultant.
(r) "Restricted Stock Award" means an award of Shares granted under the
Plan and described in Section 3(c).
(s) "Restriction Period" respecting any Shares subject to a Restricted
Stock Award means the period of time during which such shares shall be subject
to the possibility of forfeiture pursuant to Section 9(d).
(t) "Shares" means shares of common stock of the Parent Company.
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(u) "Subsidiary Companies" means all corporations that at any relevant
time are subsidiary corporations to the Parent Company within the meaning of
section 424(f) of the Code.
(v) "Ten Percent Shareholder" means a person who on the Date of Grant
owns, either directly or within the meaning of the attribution rules contained
in section 424(d) of the Code, stock possessing more than ten percent of the
total combined voting power of all classes of stock of his or her employer
corporation or of its parent or subsidiary corporations, as defined respectively
in sections 424(e) and (f) of the Code.
(w) "Value" of Shares on any date means the mean between the highest
and lowest price per share of actual sales of Shares on the principal national
securities exchange on which the Shares are listed on such date (or if such
securities exchange shall not be open for the trading of securities on such
date, the last previous day on which such exchange was so open) or, if there are
no such sales on such date, the mean between the closing bid and asked prices of
the Shares on such exchange on such date (in each case, rounded to the nearest
$.25).
(x) "Vest" as to any Shares subject to a Restricted Stock Award means
the lapse of the possibility of forfeiture of such Shares pursuant to Section
9(d).
3. Rights to be Granted
Rights that may be granted under the Plan are:
(a) Incentive Stock Options that give the Optionee the right for a
specified time period to purchase a specified number of Shares for a specified
price per Share not less than the Value of such Shares on the Date of Grant;
(b) Nonqualified Stock Options that give the Optionee the right for a
specified time period to purchase a specified number of Shares for a specified
price per Share not less than the Value of such Shares on the Date of Grant; and
(c) Restricted Stock Awards that give the Participant the right to
receive without payment a specified number of Shares subject to forfeiture upon
the termination under specified circumstances of the Participant's Relationship
with the Company before the expiration of a specified time period.
4. Shares Subject to Plan; Limitations on Individual Grants and Awards
(a) Shares Issuable Pursuant to the Plan. Subject to Section 12,
4,000,000 Shares in the aggregate may be issued pursuant to Options and
Restricted Stock Awards granted pursuant to the Plan; provided that no more than
20% of such aggregate number of Shares may be issued pursuant to
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Restricted Stock Awards. If an Option terminates or expires without having been
exercised in full or if any Shares subject to a Restricted Stock Award are
forfeited, other Options or Restricted Stock Awards may be granted with respect
to such Shares.
(b) Limitation on Grants to Any One Person. The maximum number of
Shares with respect to which Options or Restricted Stock Awards may be granted
to any one person on any date, when aggregated with the number of Shares with
respect to which Options and Restricted Stock Awards have been granted to such
person during the five year period ended on such date, is 5% of the aggregate
number of Shares authorized on such date to be issued pursuant to Options and
Restricted Stock Awards granted pursuant to the Plan as provided for in Section
4(a).
(c) Limitations on Incentive Stock Options. No Incentive Stock Option
may be granted pursuant to this Plan after the expiration of the period referred
to in section 422(b)(2) of the Code.
5. Administration of Plan
(a) The Plan shall be administered by a Committee, which shall be
composed of at least two directors of the Parent Company appointed by the Board.
(b) The Committee may delegate to a person designated from time to time
by the Committee as the Plan Administrator the Committee's discretion pursuant
to Sections 8(b), 8(c), 8(i) and 9(e).
6. Grant of Rights
The Board or the Committee may grant (i) Options and Restricted Stock
Awards to Eligible Employees and (ii) Nonqualified Stock Options and Restricted
Stock Awards to Eligible Directors.
7. Eligibility
Options and Restricted Stock Awards may be granted to employees of the
Company, including employees who are officers or directors ("Eligible
Employees"), and Nonqualified Stock Options and Restricted Stock Awards may be
granted to members of the Board who are not employees of the Company ("Eligible
Directors"). Nonqualified Stock Options and Restricted Stock Awards may also be
granted in anticipation of the recipient's becoming an Eligible Employee or an
Eligible Director, provided that the grant is conditioned upon such person's
commencing employment as an Eligible Employee or service as an Eligible
Director, as the case may be, within a period of time determined by the Board or
the Committee and stated in the option agreement or restricted stock agreement.
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8. Option Agreements and Terms
Each Option shall be granted on the following terms and such additional
terms, not inconsistent with the provisions of this Plan, as the Board or the
Committee shall determine. Without limiting the foregoing, such additional terms
may include conditions to the exercise of an Option relating to the attainment
of one or more performance goals, the occurrence of other specified events or
the existence of other specified conditions. Each Option shall be evidenced by a
written option agreement, which shall set forth the terms of such Option and
shall be executed on behalf of the Parent Company and by the Optionee.
(a) Exercise Price. The purchase price per Share of an Option shall be
determined by the Board or the Committee but shall not be less than 100 percent
of the Value of the Shares on the Date of Grant; provided that the purchase
price per Share of an Incentive Stock Option granted to a Ten Percent
Shareholder shall not be less than 110 percent of the Value of the Shares on the
Date of Grant.
(b) Restrictions on Transfer. An Option may be transferred by will or
the laws of descent and distribution. An Incentive Stock Option may not be
otherwise transferred and, during the lifetime of the Optionee thereof, shall be
exercisable only by such Optionee. Subject to the prior approval of the Board or
the Committee, a Nonqualified Stock Option may be transferred by an Optionee
during his or her lifetime (i) under a domestic relations order in settlement of
marital property rights, (ii) to an entity of which one or more of the Family
Members of the Optionee and the Optionee own more than fifty percent of the
voting interests in exchange for an interest in that entity or (iii) by gift to
one or more persons each of whom is a Family Member of the Optionee. A person to
whom rights in an Option shall have been transferred in accordance with this
section may exercise such Option only to the extent of the rights transferred to
such person and subject to the provisions of Section 8(e).
(c) Payment of Exercise Price. Full payment for Shares purchased upon
the exercise of an Option shall be made in cash or, at the election of the
person exercising the Option and subject to the approval of the Board or the
Committee at the time of exercise, (i) by surrendering, or by the Parent
Company's withholding from Shares purchased, Shares with an aggregate Value, on
such exercise date, equal to all or any portion of the option price not paid in
cash or (ii) by payment through a broker in connection with the sale of Shares
so purchased.
(d) Issuance of Shares; Payment for Fractional Shares. Only whole
Shares shall be issuable upon exercise of Options. Any right to a fractional
Share shall be satisfied in cash. Upon receipt of payment of the purchase price
and any withholding taxes payable pursuant to Section 8(g), the Parent Company
shall issue to the person exercising the Option the number of whole
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Shares so purchased and a check for the Value on the date of exercise of the
fractional Share to which such person is entitled; provided that at the request
of the Optionee, subject to approval by the Board or the Committee at or before
the exercise of a Nonqualified Stock Option, delivery of the Shares may be
deferred. The Parent Company shall not be obligated to issue any Shares until
such Shares have been listed (or authorized for listing upon official notice of
issuance) upon each stock exchange upon which outstanding Shares of such class
at the time are listed nor until there has been compliance by the Parent Company
or the person exercising an Option with such laws or regulations as the Parent
Company may deem applicable. The Parent Company and the person exercising such
Option, as may be applicable, shall use their respective best efforts to effect
such listing and compliance.
(e) Expiration of the Time for Exercise of Options. An Option shall be
exercisable in whole or in part during such period as may be determined by the
Board or the Committee and stated in the option agreement, subject to the
following limitations:
(i) No Option may be exercisable within six months after the Date of
Grant.
(ii) No Incentive Stock Option may be exercised after the expiration
of ten years after the Date of Grant, and no Incentive Stock Option granted
to a Ten Percent Shareholder may be exercised after the expiration of five
years after the Date of Grant.
(iii) If an Optionee of an Incentive Stock Option ceases to be an
employee of the Company, such Option may not be exercised more than three
months thereafter, except that:
(1) if such employment shall have ceased by reason of the death
of such Optionee, such period shall be six months after such cessation
of employment; or
(2) if such employment shall have ceased by reason of the
disability of such Optionee, such period shall be the longer of three
months after such cessation of employment or such period, if any,
ending not more than one year after such cessation of employment, as
the Board or the Committee may determine not later than three months
after such cessation of such employment.
(iv) If an Optionee of a Nonqualified Stock Option (other than a
Nonqualified Stock Option granted to an Eligible Director) ceases to have a
Relationship with the Company, such Option may not be exercised more than
three months thereafter, except that:
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(1) if such Relationship shall have ceased by reason of the death
of such Optionee, such period shall be six months thereafter, and
(2) the period for exercise of the Option after cessation of the
Optionee's Relationship may be extended to such date as may be
determined by the Board or the Committee at any time not later than
three months after such cessation of Relationship.
(v) If an Optionee of a Nonqualified Stock Option granted to an
Eligible Director ceases to have a Relationship with the Company, such
Option may not be exercised more than five years thereafter or such longer
or shorter period, if any, after such cessation of Relationship as may be
determined by the Board or the Committee and stated in the option
agreement; provided that the Board or the Committee may extend any such
expiration date by action taken not later than three months after such
cessation of Relationship.
(vi) An Option exercisable after the Optionee thereof ceases to be an
employee of the Company (in the case of an Incentive Stock Option) or after
the Optionee thereof ceases to have a Relationship with the Company (in the
case of a Nonqualified Stock Option) shall be exercisable after such
cessation only to the extent that it was exercisable at the date of such
cessation. No provision of Section 8(e)(iii), (iv) or (v) shall be deemed
to extend the date when an Option would have become unexercisable if such
employment or Relationship had not ceased.
(f) Date and Notice of Exercise. The date of exercise of an Option
shall be the date on which written notice of exercise is delivered (which
delivery may be made by telecopy or other electronic means) to the Parent
Company at its principal executive office, addressed to the attention of its
Secretary; provided that the Parent Company shall not be obliged to deliver any
certificates for Shares pursuant to the exercise of an Option until the Company
shall have received payment in full of the option price for such Shares and any
withholding taxes payable pursuant to Section 8(g). Each such notice of exercise
shall be irrevocable when given. Each notice of exercise must state whether the
person exercising the Option is exercising an Incentive Stock Option or a
Nonqualified Stock Option and must include a statement of preference as to the
manner in which payment to the Parent Company shall be made (Shares or cash or a
combination of Shares and cash).
(g) Payment of Withholding Taxes. Full payment for the amount of any
taxes required by law to be withheld upon the exercise of an Option shall be
made on or before the date such taxes must be withheld, in cash or, at the
election of the person exercising the Option and subject to the approval of the
Board or the Committee by surrendering or by the Parent Company's withholding
from Shares purchased, Shares having an aggregate Value equal to
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all or any portion of the withholding taxes not paid in cash. The Value of such
Shares shall be determined as of the date of exercise of such Option.
9. Restricted Stock Award Agreements and Terms
Each Restricted Stock Award shall be granted on the following terms and
such additional terms, not inconsistent with the provisions of this Plan, as the
Board or the Committee shall determine. Without limiting the foregoing, such
additional terms may include conditions to the Vesting of the Shares subject
thereto relating to the attainment of one or more performance goals, the
occurrence of other specified events or the existence of other specified
conditions. Each Restricted Stock Award shall be evidenced by a written
restricted stock award agreement, which shall set forth the terms of such Award
and shall be executed on behalf of the Parent Company and by the Participant.
(a) Restrictions on Transferability. During the Restriction Period,
neither a Restricted Stock Award nor any interest therein shall be transferable
otherwise than by will or the laws of descent and distribution. Upon the death
of a Participant the person to whom the Participant's rights respecting a
Restricted Stock Award shall have passed by will or the laws of descent and
distribution shall be entitled to the Shares subject to the Restricted Stock
Award only to the extent provided in Section 9(d).
(b) Issuance of Shares. Upon receipt from a Participant of a fully
executed restricted stock award agreement and one or more instruments of
transfer relating to all Shares issuable thereunder executed in blank by the
Participant, the Parent Company shall issue to such Participant the Shares
subject to the Restricted Stock Award. Such Shares shall be registered in such
Participant's name, but the Parent Company shall retain custody of any
certificates issued for such Shares pending the Vesting or forfeiture thereof.
Upon the Vesting of any such Shares, the Parent Company shall deliver to the
Participant (or permitted assigns) the certificates for such Shares. The Parent
Company shall not be obligated to deliver any certificates for Shares until such
Shares have been listed (or authorized for listing upon official notice of
issuance) upon each stock exchange upon which outstanding Shares of such class
at the time are listed nor until there has been compliance by the Parent Company
or such Participant (or permitted assigns) with such laws or regulations as the
Parent Company may deem applicable. The Parent Company and such Participant (or
permitted assigns) as may be applicable, shall use their respective best efforts
to effect such listing and compliance.
(c) Restriction Period and Vesting. The Restriction Period of each
Restricted Stock Award and the time or times at which Shares subject to such
Restricted Stock Award shall Vest shall be determined by the Board or the
Committee and specified in the restricted stock award agreement, provided that
no Shares shall Vest prior to six months after the Date of Grant.
Notwithstanding the foregoing, only whole Shares shall Vest. In the event that
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a Participant shall become entitled to a fractional Share, such fractional Share
shall not Vest unless and until the Participant becomes entitled to such number
of fractional shares as shall be equal in sum to a whole Share.
(d) Forfeiture of Shares; Vesting on Disability or Death.
(i) In the event that a Participant shall cease to have a
Relationship with the Company for any reason other than such
Participant's death or disability, any Shares subject to such
Participant's Restricted Stock Award which theretofore shall not have
Vested shall automatically be forfeited by such Participant and revert
to and become the property of the Company.
(ii) Except as shall have been determined by the Board or the
Committee and specified in the restricted stock award agreement, in
the event that a Participant shall cease to have a Relationship with
the Company by reason of such Participant's death or disability, any
Shares subject to such Participant's Restricted Stock Award which
theretofore shall not have Vested shall automatically be forfeited by
the Participant and revert to and become the property of the Company,
except that, if such cessation occurs more than one year after the
date of the Award and, under the terms of the Award, no Shares have
then Vested, there shall be Vested the portion of the Award comprising
such number of whole Shares as is proportionate to the ratio of (1)
the number of years (which may be a fractional number) elapsed since
the Date of Grant of the Award to the date of such cessation to (2)
the number of years (which may be a fractional number) constituting
the Restriction Period of such Restricted Stock Award.
(e) Payment of Withholding Taxes. Full payment for the amount of any
taxes required by law to be withheld in connection with a Restricted Stock Award
shall be made, on or before the date such taxes must be withheld, in cash or, at
the election of the Participant and subject to the approval of the Board or the
Committee, by surrendering, or by the Parent Company's withholding from Shares
subject to such Restricted Stock Award which have Vested in such Participant,
Shares having an aggregate Value equal to all or any portion of the withholding
taxes not paid in cash. The value of such Shares shall be determined as of the
date immediately preceding the date when the amount of such withholding taxes is
determined.
10. Termination of Employment or Relationship
(a) For the purposes of the Plan, a transfer of an employee between two
employers, each of which is a Company, shall not be deemed a termination of
employment or a cessation of Relationship with the Company.
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(b) The cessation of a person's employment by the Company, term of
office as an Eligible Director or service as a Consultant will not result in the
cessation of such person's Relationship so long as such person shall continue to
serve without interruption as an employee of the Company, an Eligible Director
or a Consultant.
11. Rights as Stockholders
(a) An Optionee shall have no right as a stockholder with respect to
any Shares subject to an Option until the date of the issuance of the Shares to
him or her.
(b) Except as shall have been determined by the Board or the Committee
and specified in the restricted stock award agreement, so long as Shares subject
to a Restricted Stock Award shall not have been forfeited, the Participant
thereof shall have all of the rights of a holder of such Shares including
without limitation the right to receive such dividends as may be declared from
time to time and to vote such Shares (in person or by proxy).
12. Capital Changes Affecting Shares
In the event of a stock dividend, stock split, recapitalization,
combination, subdivision, issuance of rights or other similar event affecting
Shares, the Board shall appropriately adjust to reflect such change (i) the
number of Shares specified in Section 4 that may be issued pursuant to Options
and Restricted Stock Awards which may be granted pursuant to the Plan and (ii)
the number and purchase price of Shares subject to each then outstanding Option.
Custody of property, including stock certificates, other than cash dividends,
distributed or issued in respect of Shares subject to Restricted Stock Awards
shall be retained by the Parent Company pending the Vesting or forfeiture of
such Shares.
13. Mergers and Certain Other Corporate Transactions
In the event of a corporate transaction involving the Parent Company
(including without limitation a stock dividend, stock split, issuance of rights,
extraordinary dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination or exchange of shares) the Board may modify the
terms of outstanding Options and Restricted Stock Awards in such manner as the
Board may determine is reasonable under the circumstances to permit Optionees
and Participants to realize some or all of the benefits intended to be granted
to them under the Plan. Such modifications may include, without limitation, (i)
accelerating or extending the time when outstanding Options may be exercised or
the time after which outstanding Options may not be exercised, (ii) accelerating
or extending the expiration of the Restriction Periods or Vesting Schedules of
outstanding Restricted Stock Awards and (iii) modifying the purchase price,
number, amount or kind of securities which may be purchased pursuant to
outstanding Options.
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14. Plan Not to Affect Employment
Neither the Plan nor any Option or Restricted Stock Award shall confer
upon any employee of the Company any right to continue in the employment of the
Company.
15. Interpretation
The Board and the Committee shall each have the power to interpret the
Plan and to make and amend rules for putting it into effect and administering
it. It is intended that the Incentive Stock Options shall constitute incentive
stock options within the meaning of Section 422 of the Code and that the
Nonqualified Stock Options and Restricted Stock Awards shall constitute property
subject to federal income tax pursuant to the provisions of Section 83 of the
Code. However, if any Incentive Stock Option shall not qualify as such under
section 422 of the Code with respect to any Shares subject to such Option, such
Option shall be deemed to be a Nonqualified Stock Option with respect to such
Shares.
16. Amendments
The Plan, any Option and the related option agreement and any
Restricted Stock Award and the related restricted stock award agreement may be
amended by the Board or the Committee; provided that, except for adjustments and
modifications made pursuant to Section 12 or 13, no outstanding Option may be
amended to reduce the exercise price thereof without the approval of the
stockholders. Except for amendments adopted pursuant to Section 13, (i) no
outstanding Option may be amended adversely to the holder thereof without the
written consent of the Optionee or other person then entitled to exercise such
Option and (ii) no Restricted Stock Award may be amended adversely to the holder
thereof without the written consent of the Participant or such other person as
may then be entitled to receive the Shares subject to such Restricted Stock
Award upon their Vesting.
17. Effective Date
The Plan shall become effective on the date on which the Plan is
adopted by the Board. The Plan shall be submitted to the stockholders of the
Parent Company for their approval at the first annual meeting of stockholders
held after such adoption by the Board. Any Option or Restricted Stock Award
granted before the approval of the Plan by the stockholders shall be expressly
conditioned upon the stockholders approving this Plan within twelve months after
the adoption of this Plan by the Board. No such Option shall be exercisable, and
no such Restricted Stock Award shall provide for a Restriction Period ending,
before the stockholders shall approve this Plan.
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