Teleflex Inc 10-Q for FY2026 Q2
Teleflex Inc (TFX)
10-Q
2026-08-06
For: 2026-06-30
View Original
Added on
August 06, 2026
About this 10-Q
Teleflex Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $570.33M
- up 28.9% from $442.53M a year earlier
- Net income
- $99.69M
- down 18.7% from net income of $122.58M a year earlier
- Diluted EPS
- $2.28
- down 17.7% from $2.77 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
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 number 1-5353
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |||||||
(Address of principal executive offices and zip code)
(610 ) 225-6800
(Registrant’s telephone number, including area code)
(None)
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 42,372,397 shares of common stock, par value $1.00 per share, outstanding as of August 4, 2026.
TELEFLEX INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
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1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||||||||||||||
| Restructuring charges, separation costs and impairment charges | |||||||||||||||||||||||||||||||||||
| Income from continuing operations before interest, taxes and loss on extinguishment of debt | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||||||||
| Income from continuing operations before taxes | |||||||||||||||||||||||||||||||||||
| Taxes on income from continuing operations | |||||||||||||||||||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||||||||||||||
| Operating income from discontinued operations | |||||||||||||||||||||||||||||||||||
| Taxes on operating income from discontinued operations | |||||||||||||||||||||||||||||||||||
| Income from discontinued operations | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Income from discontinued operations | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Income from discontinued operations | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||||||||||||||
Foreign currency translation, net of tax of $( | ( | ( | |||||||||||||||||||||||||||||||||
Pension and other postretirement benefit plans adjustment, net of tax of $ | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Derivatives qualifying as hedges, net of tax of $( | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | ( | ( | |||||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Prepaid taxes | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Non-current assets of discontinued operations | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current borrowings | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Payroll and benefit-related liabilities | |||||||||||
| Accrued interest | |||||||||||
| Income taxes payable | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term borrowings | |||||||||||
| Deferred tax liabilities | |||||||||||
| Noncurrent liability for uncertain tax positions | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Non-current liabilities of discontinued operations | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | |||||||||||
| June 30, 2026 | June 29, 2025 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| (Income) loss from discontinued operations | ( | ( | |||||||||
| Depreciation expense | |||||||||||
| Intangible asset amortization expense | |||||||||||
| Deferred financing costs and debt discount amortization expense | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Changes in contingent consideration | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Asset impairment charge | |||||||||||
| Gain on non-designated foreign currency forward contracts | ( | ||||||||||
| Deferred income taxes, net | ( | ( | |||||||||
| Interest benefit on swaps designated as net investment hedges | ( | ( | |||||||||
| Other | ( | ||||||||||
| Changes in assets and liabilities, net of effects of acquisitions and disposals: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
| Income taxes receivable and payable, net | ( | ( | |||||||||
| Net cash provided by (used in) operating activities from continuing operations | ( | ||||||||||
| Cash flows from investing activities of continuing operations: | |||||||||||
| Expenditures for property, plant and equipment | ( | ( | |||||||||
| Payments for businesses and intangibles acquired, net of cash acquired | ( | ||||||||||
| Insurance settlement proceeds | |||||||||||
| Net payments on swaps designated as net investment hedges | ( | ||||||||||
| Purchase of investments | ( | ( | |||||||||
| Net cash used in investing activities from continuing operations | ( | ( | |||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||
| Proceeds from new borrowings | |||||||||||
| Reduction in borrowings | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Net (payments) proceeds from share based compensation plans and related tax impacts | ( | ||||||||||
| Share repurchase excise tax | ( | ( | |||||||||
| Payments for contingent consideration | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Debt issuance and amendment fees | ( | ( | |||||||||
| Net cash used in financing activities from continuing operations | ( | ( | |||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Net cash (used in) provided by discontinued operations | ( | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents | ( | ||||||||||
| Net decrease in cash, cash equivalents and restricted cash equivalents | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash equivalents at the beginning of the period | |||||||||||
| Less: Cash, cash equivalents and restricted cash of discontinued operations | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash equivalents at the end of the period | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Balance at March 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Balance at June 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(all tabular amounts in thousands unless otherwise noted)
Note 1 — Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our" and “Teleflex”) are prepared on the same basis as its annual consolidated financial statements.
For the periods ended prior to and including December 31, 2025, our fiscal calendar consisted of a modified 5-4-4 calendar, reflecting a fiscal year ending on December 31. Beginning on January 1, 2026, we transitioned to a calendar month-based fiscal calendar, which we applied on a prospective basis. The year end reporting date remains unchanged. While the change will impact year-over-year comparability for fiscal quarters, the effect was not considered to be significant to require adjustments to prior operating results. We believe this transition offers significant benefits, including enhanced quarter-over-quarter comparability on a forward-looking basis and improved alignment with peer companies.
On December 9, 2025, we entered into separate definitive agreements to sell our Acute Care, Interventional Urology businesses and our OEM business (collectively referred to as the "Strategic Divestitures"). The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods. In accordance with GAAP, the financial position and results of operations of both businesses are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. Prior period amounts have been recast to conform to the presentation used for the current period. With the exception of Note 5, the notes to the condensed consolidated financial statements reflect the continuing operations of Teleflex. See Note 5 for additional information regarding discontinued operations.
In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of the financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for the form and content of presentation of financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.
Supplemental balance sheet information
Cash, cash equivalents, and restricted cash equivalents consisted of the following at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash equivalents in prepaid and other current assets (1) | |||||||||||
Restricted cash equivalents in other assets (1) | |||||||||||
| Total cash, cash equivalents and restricted cash equivalents | $ | $ | |||||||||
(1) Restricted cash equivalents represent surplus plan assets resulting from the termination of the Teleflex Incorporated Retirement Income Plan (the "TRIP") that were transferred to a suspense account within the Teleflex 401(k) Savings Plan in 2024. These assets are restricted for future use in accordance with our election to use the surplus plan assets from the TRIP to fund future employer contributions to participants in the Teleflex 401(k) Savings Plan. Amounts classified as other current assets are expected to be transferred from the suspense account to employees within one year.
7
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 2 — Recently issued accounting standards
In November 2024, the FASB issued new guidance designed to enhance disclosures regarding the nature of expenses included in the income statement. The guidance requires tabular disclosures that disaggregate information about prescribed expense categories within relevant income statement expense captions. The guidance is effective for all fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The new standard can be adopted on a prospective basis with an option to be adopted retrospectively, and early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.
In September 2025, the FASB issued new guidance designed to clarify and modernize the accounting for costs related to internal-use software. The updated guidance is intended to provide enhanced transparency and consistency in the capitalization and expensing of software development costs, particularly in incremental and iterative development environments. The guidance is effective for all fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. We are currently evaluating this guidance to determine its impact on our consolidated financial statements.
From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by us as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. We have assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believe the new guidance will not have a material impact on the consolidated results of operations, cash flows or financial position.
Note 3 — Net revenues
We primarily generate revenue from the sale of single-use disposable medical devices. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our products are shipped from the manufacturing or distribution facility. We market and sell products through our direct sales force and distributors to hospitals and healthcare providers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Payment is generally due 30 days from the date of invoice.
The following table disaggregates revenue by global product category for the three and six months ended June 30, 2026 and June 29, 2025.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
Vascular | $ | $ | $ | $ | |||||||||||||||||||
| Interventional | |||||||||||||||||||||||
| Surgical | |||||||||||||||||||||||
Net revenues (1) | $ | $ | $ | $ | |||||||||||||||||||
(1) The product categories listed above are presented on a global basis, while our reportable segments are defined based on the geographic location of its operations.
Note 4 — Acquisition
In the third quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"). The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which complements our interventional product portfolio. Under the terms of the acquisition agreement, we acquired the VI Business for a net cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments.
In connection with the acquisition, we also entered into several ancillary agreements with BIOTRONIK SE & Co. KG to help facilitate business continuity and the integration of the business. These agreements primarily relate to
8
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
transition support and distribution services and have varying durations extending up to 36 months. We account for these services separately from the business combination, as they were negotiated primarily to benefit Teleflex and do not represent part of the consideration transferred for the acquisition. The operating results associated with these agreements are included in selling, general and administrative expenses.
The measurement period related to this acquisition expired on June 30, 2026, the last day of the second quarter, and as a result, any subsequent adjustments to the consideration transferred will be recognized in the reporting period in which they are settled.
Note 5 — Discontinued operations
In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, we announced that we had entered into definitive agreements, which were approved at the same time by our Board of Directors, to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses.
On August 3, 2026, we completed the sale of the OEM business. For additional information regarding the sale of the OEM business, see Note 16, Subsequent events. The sale of the Acute Care and IU businesses is currently anticipated to be completed in the fourth quarter of 2026, subject to customary closing conditions, including receipt of regulatory approvals and other closing conditions.
The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods, as the plan represents a strategic shift with a major effect on our financial results. In accordance with GAAP, the financial position and results of operations of both businesses are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The Strategic Divestitures were historically reported within each of our operating segments.
The following table summarizes the financial results of our discontinued operations for the three and six months ended June 30, 2026 and June 29, 2025:
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||||||||
Restructuring charges, separation costs and impairment charges (1) | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income from discontinued operations before income taxes | |||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| Income from discontinued operations | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) For the three and six months ended June 30, 2026, we incurred separation costs of $29.0 million and $59.2 million, respectively, primarily related to consulting, legal, tax and other professional advisory services associated with the Strategic Divestitures. Additionally, we remeasured the valuation allowance related to the Acute Care and IU businesses component of the Strategic Divestitures, which resulted in a gain of $21.1 million for the three months ended June 30, 2026 and a charge of $7.9 million for the six months ended June 30, 2026. See below for further detail. For the three and six months ended June 29, 2025, we incurred separation costs of $11.6 million and $14.8 million, respectively.
9
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as discontinued operations in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Valuation allowance on disposal group classified as held for sale | ( | ( | |||||||||
| Assets of discontinued operations | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Payroll and benefit-related liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Deferred tax liabilities | |||||||||||
| Non-current operating lease liability | |||||||||||
| Other non-current liabilities | |||||||||||
| Liabilities of discontinued operations | $ | $ | |||||||||
Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell and as a result, we recognized a valuation allowance for the excess of the carrying value over the fair value less cost to sell for the Acute Care and IU businesses component of the Strategic Divestitures. As of June 30, 2026, we remeasured the valuation allowance and as a result we recognized a $21.1 million decrease to the valuation allowance for the three months ended June 30, 2026. For the six months ended June 30, 2026, we recognized a $7.9 million increase to the valuation allowance. The adjustments to the valuation allowance were recorded within Restructuring charges, separation costs and impairment charges in the summarized results of operations of discontinued operations.
Cash flows attributable to discontinued operations are included in the condensed consolidated statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following:
| Six Months Ended | |||||||||||||||||
| June 30, 2026 | June 29, 2025 | ||||||||||||||||
Depreciation expense | $ | $ | |||||||||||||||
Intangible asset amortization expense | |||||||||||||||||
Impairment charges | |||||||||||||||||
Expenditures for property, plant and equipment | |||||||||||||||||
10
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 6 — Restructuring charges, separation costs and impairment charges
Restructuring charges recognized for the three and six months ended June 30, 2026 and June 29, 2025 consisted of the following:
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| Strategic Divestitures restructuring plan | $ | $ | $ | ||||||||||||||
| VI Business integration plan | ( | ||||||||||||||||
Other restructuring programs (2) | |||||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
Three Months Ended June 29, 2025 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Footprint realignment plan | $ | $ | $ | ||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
Asset impairment charges (3) | |||||||||||||||||
Separation costs (4) | |||||||||||||||||
| Restructuring charges, separation costs and impairment charges | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| Strategic Divestitures restructuring plan | $ | $ | $ | ||||||||||||||
| VI Business integration plan | ( | ( | |||||||||||||||
Other restructuring programs (2) | ( | ||||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
| Six Months Ended June 29, 2025 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| 2024 Footprint realignment plan | $ | $ | $ | ||||||||||||||
| 2023 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
Asset impairment charges (3) | |||||||||||||||||
Separation costs (4) | |||||||||||||||||
| Restructuring charges, separation costs and other impairment charges | $ | $ | $ | ||||||||||||||
(1) Other costs include facility closure, contract termination and other exit costs.
(2) Primarily includes activity related to restructuring plans substantially completed in prior periods.
(3) For the three and six months ended June 29, 2025, we recognized impairment charges primarily related to our cessation of occupancy at certain leased facilities.
(4) Represents indirect expenses related to the Strategic Divestitures, including activities to prepare the businesses for divestiture and maintain continuity through the separation process.
11
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Restructuring charges
Strategic Divestitures restructuring plan
During the first quarter of 2026, in connection with the Strategic Divestitures, we initiated a multi-year restructuring plan intended to align our global organizational structure and supply chain infrastructure amongst our remaining businesses (the "Strategic Divestitures restructuring plan"). The plan is designed to eliminate stranded costs, streamline global operations, and improve our long-term cost structure, primarily through workforce reductions and capital assets rationalization. These actions, some of which we expect to occur upon exit of the transition services agreements and other arrangements negotiated in connection with the Strategic Divestitures, are expected to be substantially completed by mid-2028. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the Strategic Divestitures restructuring plan:
| Strategic Divestitures restructuring plan | ||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | |||||||||||||||||||
Restructuring charges (1) | $ | |||||||||||||||||||
Restructuring related charges (2) | $ | |||||||||||||||||||
| Total restructuring and restructuring related charges | $ | |||||||||||||||||||
(1)Substantially all of the charges consist of employee termination benefit costs.
(2)Restructuring related charges represent costs that are directly related to the plan and primarily include expenses related to a lease termination and retention incentives necessary to support critical functions during the transition period. Most of the charges are expected to be recognized within selling, general and administrative costs.
We expect the majority of the restructuring and restructuring related charges to result in future cash outlays, of which an estimated $15.0 million to $19.0 million are expected to occur during 2026.
For the three and six months ended June 30, 2026, we incurred $8.7 million and $16.3 million, respectively, under the Strategic Divestitures restructuring plan in restructuring related charges, all of which were recognized in selling, general and administrative costs.
As of June 30, 2026, we had a restructuring reserve of $15.7 million related to this plan, all of which related to termination benefits.
VI Business integration plan
During the fourth quarter of 2025, we initiated the "VI Business integration plan," a restructuring plan related to the integration of the VI Business into Teleflex. The plan encompasses the realignment of the global sales force and certain administrative functions, including workforce reductions, and the relocation of certain manufacturing operations to existing lower-cost locations. These actions are expected to be substantially completed by the end of 2028. The following table provides a summary of our estimates of restructuring and restructuring related charges by major type of expense associated with the VI Business integration plan:
VI Business integration plan | ||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | |||||||||||||||||||
Restructuring charges (1) | $ | |||||||||||||||||||
Restructuring related charges (2) | $ | |||||||||||||||||||
| Total restructuring and restructuring related charges | $ | |||||||||||||||||||
(1)Substantially all of the charges consist of employee termination benefit costs.
(2)Restructuring related charges represent costs that are directly related to the program and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. The majority of these charges are expected to be recognized within cost of goods sold.
We expect all the restructuring and restructuring related charges will result in future cash outlays. Additionally, we expect to incur $5.0 million to $7.0 million in aggregate capital expenditures under the VI Business integration plan.
12
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
For the three and six months ended June 30, 2026, we incurred $0.4 million and $1.1 million, respectively, under the VI Business integration plan in restructuring related charges, most of which were recognized in cost of goods sold. As of June 30, 2026, we have incurred aggregate restructuring charges in connection with the VI Business integration plan of $21.0 million. In addition, as of June 30, 2026, we have incurred aggregate restructuring related charges of $1.4 million with respect to the VI Business integration plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.
As of June 30, 2026, we had a restructuring reserve of $15.0 million related to this plan, all of which related to termination benefits.
2023 Footprint realignment plan
In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. These actions are expected to be substantially completed by the end of 2027. The following table provides a summary of the cost estimates by major type of expense associated with the 2023 Footprint realignment plan:
| 2023 Footprint realignment plan | ||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | |||||||||||||||||||
Restructuring charges (1) | $ | |||||||||||||||||||
Restructuring related charges (2) | $ | |||||||||||||||||||
| Total restructuring and restructuring related charges | $ | |||||||||||||||||||
(1)Substantially all of the charges consist of employee termination benefit costs.
(2)Restructuring related charges represent costs that are directly related to the program and principally constitute costs to transfer manufacturing operations to existing lower-cost locations and project management costs. Substantially all of these charges are expected to be recognized within cost of goods sold.
We expect all the restructuring and restructuring related charges will result in future cash outlays. Additionally, we expect to incur $2.0 million to $3.0 million in aggregate capital expenditures under the plan.
For the three and six months ended June 30, 2026, we incurred $0.6 million and $1.1 million, respectively, under the 2023 Footprint realignment plan in restructuring related charges, all of which were recognized in cost of goods sold. As of June 30, 2026, we have incurred aggregate restructuring charges in connection with the 2023 Footprint realignment plan of $3.0 million. In addition, as of June 30, 2026, we have incurred aggregate restructuring related charges of $6.5 million with respect to the 2023 Footprint realignment plan, consisting of certain costs that principally resulted from the transfer of manufacturing operations to new locations.
As of June 30, 2026, we had a restructuring reserve of $2.0 million related to this plan, all of which related to termination benefits.
Note 7 — Inventories
Inventories as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
13
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 8 — Goodwill and other intangible assets
The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the six months ended June 30, 2026:
| Americas | EMEA | Asia | Total | ||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Goodwill related to acquisitions | |||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The gross carrying amount of, and accumulated amortization relating to, intangible assets as of June 30, 2026 and December 31, 2025 were as follows:
| Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||
| Customer relationships | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| In-process research and development | |||||||||||||||||||||||
| Intellectual property | ( | ( | |||||||||||||||||||||
| Distribution rights | ( | ( | |||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
Note 9 — Borrowings
Our borrowings at June 30, 2026 and December 31, 2025 were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
Senior Credit Facility (at a rate of | |||||||||||
Revolving credit facility | $ | $ | |||||||||
Term A-1 loan facility | |||||||||||
| Term A-2 loan facility | |||||||||||
Securitization program, at a rate of | |||||||||||
| Less: Unamortized debt issuance costs | ( | ( | |||||||||
Current portion of borrowings | ( | ( | |||||||||
| Long-term borrowings | $ | $ | |||||||||
Senior credit facility
On May 26, 2026, we entered into a new Credit Agreement (the “Credit Agreement”), which effectuated the refinancing of the Company’s previously existing credit agreement evidenced in that certain Third Amended and Restated Credit Agreement, dated as of November 4, 2022 (as amended prior to the date hereof). The Credit Agreement provides for, among other things, a five-year revolving credit facility of $1.0 billion, a term A-1 loan facility of $500.0 million and a term A-2 loan facility of $700.0 million. The obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of our material domestic subsidiaries. The obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on
14
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
substantially all of the assets owned by us and each guarantor. The maturity dates of the revolving credit facility and the term A-1 loan facility under the Credit Agreement are May 26, 2031. The maturity date of the term A-2 loan facility under the Credit Agreement is May 26, 2028.
At our option, loans under the Credit Agreement will bear interest at a rate equal to Term SOFR plus an applicable margin ranging from 1.125 % to 2.00 % or at an alternate base rate, which is defined as the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50 % above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars and (iii) 1.00 % above the Term SOFR Rate for a one-month interest period, plus an applicable margin ranging from 0.125 % to 1.00 %, in each case subject to adjustments based on our total net leverage ratio or our corporate family rating. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00 %.
The Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on us and our subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require us and our subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of our Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, we are required to maintain a maximum total net leverage ratio of 4.50 to 1.00. We are further required to maintain a minimum interest coverage ratio of 3.00 to 1.00.
We capitalized transaction fees of $5.9 million, including underwriters' discounts and commissions, incurred in connection with the Credit Agreement refinancing.
On June 15, 2026, we issued $500.0 million of 5.875 % Senior Notes due 2032 (the "2032 Notes"). We pay interest on the 2032 Notes semi-annually on January 15 and July 15, commencing on January 15, 2027, at a rate of 5.875 % per year. The 2032 Notes mature on January 15, 2032 unless earlier redeemed at our option, as described below, or purchased at the holder’s option under specified circumstances following a Change of Control or Event of Default (each as defined in the indenture related to the 2032 Notes), coupled with a downgrade in the ratings of the 2032 Notes, or upon our election to exercise our optional redemption rights, as described below.
Our obligations under the 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by each of our existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Credit Agreement and by certain of our other 100% owned domestic subsidiaries.
At any time on or after January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price of 102.938 % of the principal amount of the 2032 Notes subject to redemption, declining, in annual increments of 1.469 %, to 100 % of the principal amount on January 15, 2031, plus accrued and unpaid interest. In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem some or all of the 2032 Notes at a redemption price equal to 100 % of the principal amount of the 2032 Notes redeemed, plus a “make-whole” premium and any accrued and unpaid interest. The “make-whole” premium is the greater of (a) 1.0 % of the principal amount of the 2032 Notes subject to redemption or (b) the excess, if any, over the principal amount of the 2032 Notes, of the present value, on the redemption date, of the sum of (i) the January 15, 2029, optional redemption price plus (ii) all required interest payments on the 2032 Notes through January 15, 2029 (other than accrued and unpaid interest to the redemption date), generally computed using a discount rate equal to the yield to maturity of U.S. Treasury securities with a constant maturity for the period most nearly equal to the period from the redemption date to January 15, 2029 (unless the period is less than one year, in which case the weekly average yield on traded U.S. Treasury securities adjusted to a constant maturity of one year will be used), plus 50 basis points.
In addition, at any time prior to January 15, 2029, we may, on one or more occasions, redeem up to 40 % of the aggregate principal amount of the 2032 Notes, using the proceeds of specified types of our equity offerings and subject to specified conditions, at a redemption price equal to 105.875 % of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest.
15
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The indenture relating to the 2032 Notes contains covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to create liens; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and enter into sale leaseback transactions.
We capitalized transaction fees of $9.9 million, including underwriters’ discounts and commissions incurred in connection with the offering of the 2032 Notes. We used the net proceeds from the offering, together with cash on hand, to fund the redemption of our 4.625 % Senior Notes due 2027. In connection with the redemption, we recognized a loss on extinguishment of debt of $1.2 million due to the write-off of unamortized deferred financing costs.
Note 10 — Financial instruments
Foreign currency forward contracts
We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We typically enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. For the three and six months ended June 30, 2026, we recognized losses of $4.6 million and $7.4 million, respectively, from non-designated foreign currency forward contracts within selling, general and administrative expenses. For the three and six months ended June 29, 2025, we recognized gains of $63.8 million and $86.4 million, respectively, within selling, general and administrative expenses primarily related to non-designated foreign currency forward contracts entered into to economically hedge against the foreign currency exposure associated with the cash consideration to complete the VI acquisition.
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of June 30, 2026 and December 31, 2025 was $370.3 million and $262.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of June 30, 2026 and December 31, 2025 was $309.2 million and $284.8 million, respectively. All open foreign currency forward contracts as of June 30, 2026 have durations of 12 months or less.
Cross-currency interest rate swaps
On September 30, 2025, we executed cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "September 2025 Cross-currency swap agreements"). Under the September 2025 Cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63 % for €474.7 million at an annual interest rate of 2.77 %. On March 4, 2026, the agreements related to our September 2025 Cross-currency swap matured resulting in a net cash settlement payment of $53.5 million, inclusive of interest proceeds. Concurrently, on March 4, 2026, we executed two separate cross-currency swap agreements set to mature on March 3, 2028, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Euro Cross-currency swap agreements"). Each of the 2026 Euro Cross-currency swap agreements had a notional amount of $50 two different financial institution counterparties and notionally exchanged $100 million for €85.4 million, reflecting an average annual interest rate benefit of 1.21 %.
On August 18, 2025, we executed two separate cross-currency swap agreements set to mature on August 20, 2030 and August 20, 2032, respectively, to hedge against the effect of variability in the U.S. dollar to Swiss Franc (CHF) exchange rate (the "2025 Cross-currency swap agreements"). Each of the 2025 Cross-currency swap agreements had a notional amount of $300 million and was designated as a net investment hedge. The 2025 Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 242.4 million at an annual interest rate of 3.15 %. The 2025 Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 242.5 million at an annual interest rate of 3.02 %. For additional information regarding the 2025 Cross-currency swap agreements, see Note 16, Subsequent events.
16
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
On April 25, 2024, we executed two separate term cross-currency swap agreements set to mature on February 26, 2027 and February 28, 2029, respectively, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2024 Cross-currency swap agreements"). Each of the 2024 Cross-currency swap agreements had a notional principal amount of $250 million and was designated as a net investment hedge. The 2024 Cross-currency swap agreements expiring in 2027 include five different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25 % for €233.4 million at an annual interest rate of 2.44 %. The 2024 Cross-currency swap agreements expiring in 2029 include four different financial institution counterparties and notionally exchanged $250 million at an annual interest rate of 4.25 % for €233.4 million at an annual interest rate of 2.45 %.
The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement.
The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of accumulated other comprehensive income (loss) ("AOCI"). The following table summarizes the foreign exchange gains and losses recognized within AOCI and the interest benefit recognized within interest expense related to cross-currency swaps for the three and six months ended June 30, 2026 and June 29, 2025:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||||||||||||||
Foreign exchange gain (loss) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
| Interest benefit | |||||||||||||||||||||||||||||||||||
Balance sheet presentation
The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative instruments as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Asset derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other assets | |||||||||||
| Total asset derivatives | $ | $ | |||||||||
| Liability derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other current liabilities | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other liabilities | |||||||||||
| Total liability derivatives | $ | $ | |||||||||
See Note 12 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from AOCI to expense (income), net of tax. There was no
17
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Trade receivables
Note 11 — Fair value measurement
The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:
Total carrying value at June 30, 2026 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
| Total carrying value at December 31, 2025 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
Valuation Techniques
Our financial assets valued based upon Level 1 inputs consist of investments in marketable securities, including money market funds. The investment assets are valued using quoted market prices.
Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts and cross-currency interest rate swap agreements. We use foreign currency forward contracts and cross-currency interest rate swap agreements to manage foreign currency transaction exposure as well as exposure to foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency forwards and cross-currency swap agreements by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties.
Our financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to our acquisitions. Our primary non-recurring fair value estimates, which utilize Level 3 inputs, typically include the following: business acquisitions (Note 4) and asset impairments (Note 6).
Contingent consideration
Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are remeasured to fair value each reporting period using assumptions including revenue growth rates (based on internal operational budgets and long-range strategic plans), revenue volatility, discount rates, probability of payment and projected payment dates.
18
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table provides information regarding changes in our contingent consideration liabilities for the six months ended June 30, 2026:
| Contingent consideration | |||||
Balance – December 31, 2025 | $ | ||||
| Payments | ( | ||||
| Revaluations | ( | ||||
Balance – June 30, 2026 (1) | $ | ||||
(1) As of June 30, 2026, the liability consisted largely of the estimated contingent consideration associated with our 2023 acquisition of Palette Life Sciences AB ("Palette"). Timing of payment is contingent on the resolution of the legal matters discussed in Note 14.
Note 12 — Shareholders' equity
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Our diluted earnings per share calculation follows the control number concept, using income from continuing operations as the control number to assess whether potential common stock equivalents are dilutive. Once these securities are determined to be dilutive for continuing operations, the same weighted‑average dilutive share equivalents must be included in the diluted earnings per share calculations for all other categories of income or loss, even when their inclusion is anti‑dilutive for those categories.
The following table provides a reconciliation of basic to diluted weighted average shares outstanding:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share was 1.3 1.5 million and 1.3 million for the three and six months ended June 29, 2025, respectively.
On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock. During the three months ended June 30, 2026, as part of the share repurchase program, we repurchased 1.9 million shares of our common stock for $250.0 million through open market transactions at an average price per share of $130.85 . As of June 30, 2026, we had $750.0 million remaining available under the authorization.
The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2026 and June 29, 2025:
| Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
19
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Balance as of June 29, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss)/income into (income)/expense, net of tax, for the three and six months ended June 30, 2026 and June 29, 2025:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| (Gains) Loss on foreign exchange contracts: | |||||||||||||||||||||||
| Cost of goods sold | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Total before tax | ( | ( | ( | ||||||||||||||||||||
| Taxes | ( | ( | |||||||||||||||||||||
| Net of tax | ( | ( | ( | ||||||||||||||||||||
Pension and other postretirement benefit items (1): | |||||||||||||||||||||||
| Actuarial (gains) losses | |||||||||||||||||||||||
| Prior-service costs | |||||||||||||||||||||||
| Total before tax | |||||||||||||||||||||||
| Tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net of tax | |||||||||||||||||||||||
| Total reclassifications, net of tax | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
(1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans.
Note 13 — Taxes on income from continuing operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
Effective income tax rate | |||||||||||||||||||||||
The effective income tax rate for the three and six months ended June 30, 2026 reflects income tax benefits associated with the Strategic Divestitures restructuring plan and the VI Business integration plan. Additionally, the effective income tax rate for the six months ended June 30, 2026 reflects a net cost related to share-based compensation. The effective income tax rate for the three and six months ended June 29, 2025 reflects a non-taxable favorable adjustment incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. The effective income tax rates for all periods reflect a tax benefit from research and development tax credits.
A significant number of jurisdictions, including EU member states, have enacted legislation to establish a 15% global minimum tax in accordance with both the established Pillar Two framework and guidance subsequently published by the Organization for Economic Co-operation and Development (the "OECD"). On January 5, 2026, the OECD/G20 released the Side-by-Side package ("SbS"), implemented as administrative guidance and modifying the operation of Pillar Two rules. The SbS package introduces simplifications and new safe harbors for U.S. and other
20
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar Two. Such safe harbor would fully exempt U.S.-parented groups from the application of two of the three Pillar Two top up taxes.
The SbS package is expected to be available for fiscal years beginning on or after January 1, 2026. However, the safe harbors are not self‑executing and require domestic legislation by each Inclusive Framework member, subject to local legislative processes and timelines, as well as potential European Union ("EU") guidance related to the EU Minimum Tax Directive. The SbS package did not have a material impact on our results of operations during the first six months of 2026. We continue to monitor ongoing developments and assess the potential impact of the SbS package on our 2026 results of operations and future cash tax obligations.
The SbS package also extends the current Transitional Country-by-Country Reporting (CbCR) Safe Harbor by one year, through the end of fiscal year 2027.
Note 14 — Commitments and contingent liabilities
Environmental: We are subject to contingencies as a result of environmental laws and regulations that in the future may require us to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by us or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act and similar state laws. These laws require us to undertake certain investigative and remedial activities at sites where we conduct or once conducted operations or at sites where Company-generated waste was disposed.
Remediation activities vary substantially in duration and cost from site to site. The nature of these activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At June 30, 2026, we have recorded $0.6 million and $3.2 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of June 30, 2026. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10 -15 years.
Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, commercial disputes, acquisition and divestiture related matters, contracts, employment, environmental and other matters. As of June 30, 2026, we have recorded accrued liabilities of $0.7 million in connection with such contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.
While the results of such litigation or claims cannot be predicted with certainty, based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.
21
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
In April 2026, we entered into a settlement agreement with another medical device company to resolve a litigation matter involving alleged infringement of patents held by Teleflex. Pursuant to the terms of the agreement, we received $25.0 million in monetary consideration in connection with the settlement, which was recognized as a gain and is reflected within selling, general and administrative expenses within the condensed consolidated statements of income for the three and six months ended June 30, 2026. The settlement fully resolves the litigation, with no admission of liability by the other medical device company or by Teleflex.
Other: In 2015, the Italian parliament enacted legislation that, among other things, imposed a “payback” measure on medical device companies that supply goods and services to the Italian National Healthcare System. Under the measure, companies are required to make payments to the Italian government if medical device expenditures in a given year exceed regional expenditure ceilings established for that year. The payment amounts are calculated based on the amount by which the regional ceilings for the given year were exceeded. In response to decrees issued by the Italian Ministry of Health, the various Italian regions issued invoices to medical device companies, including Teleflex, under the payback measure in the fourth quarter of 2022 seeking payment with respect to excess expenditures for the years 2015 through 2018. Following the issuance of the invoices, we and numerous other medical device companies filed appeals with the Italian administrative courts challenging the enforceability of the payback measure, primarily on the basis that the law was unconstitutional. The Italian administrative courts referred the question regarding the constitutionality of the law to the Italian Constitutional Court, which in July 2024, issued a ruling upholding the law as constitutional. In August 2025, the Italian parliament enacted a modification to the previously enacted legislation that reduced the payment amounts due from the affected companies, including Teleflex, to approximately 25 % of the amounts originally invoiced for the years 2015 through 2018. Payment of the reduced amount precludes the pursuit of further legal action related to the obligation to pay the amounts relating to such years. Following the modification in legislation in 2025, we remitted payments to the related regions to settle obligations for the years 2015 through 2018 and recorded an adjustment to our reserve calculations for the years 2019 through 2025. As of June 30, 2026, our reserve related to this matter was $21.5 million.
As part of our acquisition of Palette in 2023, the assets of which are included within the Strategic Divestitures, we identified certain foreign tax liabilities that had not been properly recognized and paid by Palette prior to our acquisition. We will retain these liabilities following the Strategic Divestitures. As part of our acquisition accounting, we have established a liability of $4.6 million, representing our best estimate of the outstanding tax liabilities including interest as of June 30, 2026. In February 2024, we requested the relevant foreign tax authority to reassess Palette’s previously filed tax returns for the related periods. In April 2025, we received a notice from the tax authority indicating our request may be subject to challenge. In October 2025, we received a decision denying our request for reassessment. We strongly disagree with the tax authority’s decision and in December 2025, we renewed our reassessment request. In November 2025, we received a notice of audit from the foreign tax authority for tax years 2023 and 2024, which years are not part of the reassessment request. We are working with the tax authority to resolve the matter and intend to defend the position stated in our reassessment requests vigorously. If we are unsuccessful in resolving the matter with the tax authority, we may be required to pay an amount in excess of our current established liability, which could be material.
In April 2026, a complaint was filed against Teleflex in the Superior Court of the State of Delaware in connection with our 2023 acquisition of Palette. The complaint asserts claims by the former shareholders of Palette for alleged breach of the applicable stock purchase agreement and seeks, among other things, payment of contingent consideration, consisting of Milestone Payments of $46.7 million (refer to Note 11, Fair value measurement, for additional information pertaining to our contingent consideration liabilities, which includes the aforementioned Milestone Payments), as well as damages, interest and attorneys’ fees. The matter involves, in part, disputes regarding indemnification rights over certain tax-related matters and, to the extent of any losses suffered by Teleflex with respect to these matters, Teleflex’s right under the stock purchase agreement to withhold and offset any such losses against the amounts payable as Milestone Payments. We deny any allegations of wrongdoing asserted in this complaint and plan to vigorously defend against these claims. At this time, we are unable to determine whether we will be required to make payment of all or any portion of the Milestone Payments or reasonably estimate a range of possible loss, if any, resulting from this litigation.
Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of June 30, 2026, the most significant tax examinations in process were in Germany, the United States and Sweden. We may establish reserves with respect to our uncertain tax positions, after we adjust the reserves to address
22
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
developments with respect to our uncertain tax positions, including developments in these tax examinations. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.
Note 15 — Segment information
An operating segment is a component (a) that engages in business activities from which it may earn revenues and incur expenses, (b) whose operating results are regularly reviewed by the chief operating decision maker (in our case, our President and Chief Executive Officer) to make decisions about resources to be allocated to the segment and to assess its performance, and (c) for which discrete financial information is available. The chief operating decision maker utilizes segment operating profit to evaluate operating expenses through a comparison of budget to actual results as well as an analysis of operating expenses as a percentage of revenue. We do not evaluate our operating segments using discrete asset information.
We have three reportable segments: Americas, EMEA (Europe, the Middle East and Africa) and Asia (Asia Pacific). Our reportable segments primarily design, manufacture and distribute medical devices primarily used in critical care and surgical applications and generally serve hospitals and healthcare providers. The products of these segments are most widely used in high-acuity emergent procedures and in general and specialty surgical applications.
The following tables present our segment results for the three and six months ended June 30, 2026 and June 29, 2025:
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 29, 2025 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
23
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
| Six Months Ended June 29, 2025 | |||||||||||||||||||||||
| Americas | EMEA | Asia | Segment Total | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of goods sold | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Segment operating profit (1) | $ | $ | $ | $ | |||||||||||||||||||
(1)Segment operating profit represents income from continuing operations before interest, loss on extinguishment of debt and taxes adjusted to exclude unallocated corporate expenses, manufacturing variances other than fixed manufacturing cost absorption variances, restructuring charges, separation costs and impairment charges. See reconciliation of segment operating profit measures for further details.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
Reconciliation of segment operating profit measure | |||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | |||||||||||||||||||
Other unallocated expenses (1) | |||||||||||||||||||||||
| Restructuring charges, separation costs and impairment charges | |||||||||||||||||||||||
| Income from continuing operations before interest, taxes and loss on extinguishment of debt | $ | $ | $ | $ | |||||||||||||||||||
(1)Other unallocated expenses include expenses within costs of goods sold, research and development and selling, general and administrative costs and primarily consist of manufacturing variances other than fixed manufacturing cost absorption variances and unallocated corporate function expenses.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
Depreciation and amortization | June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | |||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
Corporate (1) | |||||||||||||||||||||||
| Consolidated depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
(1)Reflects depreciation and amortization included within other unallocated expenses per reconciliation of segment operating profit measure.
Note 16 — Subsequent events
2025 Cross-currency swap
On July 9, 2026, we terminated the 2025 Cross-currency swap agreements and executed two separate term cross-currency swap agreements set to expire on August 20, 2030 and August 20, 2032, respectively, to hedge against the effect of variability in the U.S. dollar to Swiss Franc ("CHF") exchange rate (the "2026 CHF Cross-currency swap agreements"). Each of the 2026 CHF Cross-currency swap agreements had a notional amount of $300 million and was designated as a net investment hedge. The 2026 CHF Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 248.8 million at an annual interest rate of 3.77 %. The 2026 CHF Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 251.8 million at an annual interest rate of 3.66 %. The 2026 CHF cross-currency swaps were off-market at inception. The off-market value will be amortized ratably into earnings over the remaining life of each swap. The interest rate component will remain in AOCI until the underlying net investment is sold or substantially liquidated. The impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.
24
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Strategic Divestitures - OEM
On August 3, 2026, we completed the sale of the OEM business in connection with the Strategic Divestitures described in Note 5, Discontinued operations. We received net cash proceeds of $1.5 billion (approximately $1.2 billion after-tax) and estimate that we will recognize a pre-tax gain on the sale of approximately $1.0 billion, subject to certain working capital and other customary adjustments. In connection with the sale, we finalized several ancillary agreements with Montagu and Kohlberg, which have varying durations extending up to 24 months, to facilitate the transfer of the business and cover transition support, quality, distribution, supply, development and manufacturing services. We will account for these services separately from the sale, primarily within selling, general and administrative expenses within continuing operations, as they were negotiated primarily to benefit Montagu and Kohlberg and do not represent part of the consideration transferred for the divestiture. Subsequent to the completion of the OEM sale, we utilized a portion of the net cash proceeds to pay off the $700 million term A-2 loan facility.
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Teleflex Incorporated (“we,” “us,” “our" and “Teleflex”) is a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers supporting high-acuity emergent procedures. Substantially all of our net revenues come from single-use medical devices. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.
We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further reduce our cost base and enhance our competitive position. In addition, we may continue to explore opportunities to expand the size of our business and improve our margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors). Our distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel. Further, we may identify opportunities to expand our margins through strategic divestitures of existing businesses and product lines that no longer meet our objectives.
Recent Strategic Actions
In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, we announced that we entered into definitive agreements, which were approved at such time by our Board of Directors, to sell our Acute Care and Interventional Urology (also referred to as "IU") businesses to Intersurgical® Ltd and our OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined total consideration from the Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of $1.5 billion for our OEM business and $530 million for our Acute Care and IU businesses.
The Strategic Divestitures represent a single plan to exit certain product categories that, in aggregate, met accounting requirements to be classified as discontinued operations and held for sale beginning December 31, 2025 and for the subsequent reporting periods. Information provided herein is presented on a continuing operations basis to reflect the impact of the Strategic Divestitures, unless otherwise indicated.
On August 3, 2026, we completed the sale of the OEM business in connection with the Strategic Divestitures. We received net cash proceeds of $1.5 billion, (approximately $1.2 billion after-tax) and estimate that we will recognize a pre-tax gain on the sale of approximately $1.0 billion, subject to certain working capital and other customary adjustments. Subsequent to the completion of the OEM sale, we utilized a portion of the net cash proceeds to pay off the $700 million term A-2 loan facility.
In connection with the sale, we finalized several ancillary agreements with Montagu and Kohlberg, which have varying durations extending up to 24 months, to facilitate the transfer of the business and cover transition support, quality, distribution, supply, development and manufacturing services. We will account for these services separately from the sale, primarily within selling, general and administrative expenses within continuing operations, as they were negotiated primarily to benefit Montagu and Kohlberg and do not represent part of the consideration transferred for the divestiture.
Separately, the Acute Care and IU businesses sale is currently anticipated to be completed in the fourth quarter of 2026, subject to customary closing conditions, including receipt of regulatory approvals and other closing conditions. For this transaction, we have also negotiated transition services agreements and other arrangements intended to govern ongoing activities between Teleflex and the buyer following the closing date of the transaction, including interim operating model arrangements and manufacturing and supply services. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution, which we expect to complete at closing.
For additional information regarding the Strategic Divestitures, refer to Notes 5 and 16 within the condensed consolidated financial statements included in this report.
26
Leadership updates
On January 8, 2026, we announced the departure of our former Chairman, President and Chief Executive Officer, Liam J. Kelly, and the appointment of Stuart A. Randle as Interim President and Chief Executive Officer. In connection with Mr. Kelly’s departure as President and Chief Executive Officer, the Board appointed Stephen K. Klasko, M.D., a current independent director who had been serving as our Lead Director, to serve as the independent Chair of the Board. In connection with Mr. Kelly's departure, Mr. Kelly will receive benefits and payments as provided under his employment agreement with the Company dated as of March 31, 2017, and as a result, we recognized $2.5 million in associated severance expense during the first quarter of 2026.
On April 9, 2026, we announced that Stephen Klasko, M.D., and John Heinmiller would conclude their respective Board terms at our 2026 annual meeting of stockholders on May 15, 2026 (the "Annual Meeting"), and the nomination of Michael J. Tokich to the Board of Directors. In connection with Dr. Klasko’s departure, Andrew A. Krakauer, a current independent director and chair of the Board's Compensation Committee, was named Chairman of the Board, effective following the Annual Meeting.
On April 30, 2026, we announced the appointment of Jason Weidman as President and Chief Executive Officer, effective June 8, 2026. On that date, Mr. Weidman succeeded Stuart Randle, a member of our Board who had served as Interim President and CEO since January 2026, and also joined our Board. Mr. Randle continues to serve as a Board member.
Litigation settlement
In April 2026, we entered into a settlement agreement with another medical device company to resolve a litigation matter involving alleged infringement of patents held by Teleflex (referred to as the "Litigation settlement"). Pursuant to the terms of the agreement, we received $25.0 million in monetary consideration in connection with the settlement, which was recognized as a gain within the condensed consolidated statements of income for the three and six months ended June 30, 2026. The settlement fully resolves the litigation, with no admission of liability by the other medical device company or by Teleflex.
Acquisition of BIOTRONIK Vascular Intervention business
In the third quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"), for a net cash payment of €704.3 million, or $825.2 million. The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which complements our interventional product portfolio. See Note 4 to the condensed consolidated financial statements included in this report for additional information.
Factors impacting our business
Our global operations are subject to risks associated with international trade policies, including the imposition of tariffs. On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”). Since that time, the Administration has imposed tariffs under alternative statutory authority designed to replace or preserve elements of the prior tariff framework. The scope and durability of these replacement tariffs remain uncertain and subject to ongoing legal, regulatory, and administrative developments.
During the second quarter of 2026, the U.S. government established a process for submitting refund requests for tariffs that had been collected under IEEPA, and we submitted several such requests. As of June 30, 2026, we have recorded a receivable for an immaterial amount of tariffs approved for refund to date; however, we have not recorded a receivable for the remaining submitted tariff refund requests. Subsequent to June 30, 2026, we received approval for a significant portion of our submitted refunds and expect to recognize a benefit during the third quarter of 2026.
Further changes to proposed or enacted tariffs could materially impact our business, including gross margins and cash flows. We continue to evaluate measures designed to mitigate the future impacts of tariffs, such as supply chain optimization strategies and adjustments to chain-of-custody protocols. The ultimate impact of tariffs and trade policy changes on our results of operations and cash flows will depend on several factors, including the timing, scale, scope, and nature of any tariffs or policies implemented, any associated retaliatory measures or further legal challenges.
In addition to risks associated with international trade policies, geopolitical developments, including the recent escalation of conflict in the Middle East, have increased macroeconomic uncertainty. These developments may result in disruptions to global energy supplies, volatility and increases in energy prices, heightened inflationary
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pressures, and disruptions to global supply chains, any of which could adversely affect our results of operations or financial condition. We continue to monitor these developments and the broader macroeconomic environment and, where appropriate, are taking actions to mitigate potential impacts on our business.
Results of Operations
As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.
Certain financial information is presented on a rounded basis, which may cause minor differences.
Net revenues
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Net revenues | $ | 570.3 | $ | 442.5 | $ | 1,118.6 | $ | 856.8 | |||||||||||||||
Net revenues for the three months ended June 30, 2026 increased $127.8 million, or 28.9%, compared to the prior year period, primarily due to net revenues of $99.0 million generated by the acquired VI Business and a $17.2 million increase in sales volumes of existing products.
Net revenues for the six months ended June 30, 2026 increased $261.8 million, or 30.6%, compared to the prior year period, primarily due to net revenues of $198.1 million generated by the acquired VI Business, a $31.9 million increase in sales volumes of existing products and $15.1 million of favorable fluctuations in foreign currency exchange rates.
Gross profit
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Gross profit | $ | 331.7 | $ | 265.8 | $ | 639.1 | $ | 521.3 | |||||||||||||||
| Percentage of sales | 58.2 | % | 60.1 | % | 57.1 | % | 60.8 | % | |||||||||||||||
Gross margin for the three months ended June 30, 2026 decreased 190 basis points, or 3.2%, compared to the prior year period, primarily due to the adverse impact from tariffs enacted in 2025, the lower gross margin profile of the VI Business and amortization of intangible assets related to the VI Business.
Gross margin for the six months ended June 30, 2026 decreased 370 basis points, or 6.1%, compared to the prior year period, primarily due to the adverse impact from tariffs enacted in 2025, the unfavorable impact from the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the VI Business acquisition, the lower gross margin profile of the VI Business and an increase in costs for quality remediation and excess and obsolete inventory charges.
Selling, general and administrative
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Selling, general and administrative | $ | 213.5 | $ | 137.5 | $ | 439.5 | $ | 290.4 | |||||||||||||||
| Percentage of sales | 37.4 | % | 31.1 | % | 39.3 | % | 33.9 | % | |||||||||||||||
Selling, general and administrative expenses for the three months ended June 30, 2026 increased $76.0 million compared to the prior year period, which was primarily attributable to operating, integration and amortization expenses associated with the acquired VI Business, the unfavorable impact of the benefit recognized in the prior period from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, and expenses associated with the Strategic Divestitures restructuring plan. The increases in
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selling, general and administrative expenses were partially offset by a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.
Selling, general and administrative expenses for the six months ended June 30, 2026 increased $149.1 million compared to the prior year period, which was primarily attributable to operating, integration and amortization expenses associated with the acquired VI Business, the unfavorable impact of the benefit recognized in the prior period from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business, and to a lesser extent, expenses associated with the Strategic Divestitures restructuring plan and severance expense related to our former CEO. The increases in selling, general and administrative expenses were partially offset by a gain recognized from the Litigation settlement and a decrease in contingent consideration expense.
Research and development
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||||||||||||||
| Research and development | $ | 45.1 | $ | 26.5 | $ | 89.5 | $ | 51.8 | |||||||||||||||||||||||||||
| Percentage of sales | 7.9 | % | 6.0 | % | 8.0 | % | 6.0 | % | |||||||||||||||||||||||||||
Research and development expenses for the three months ended June 30, 2026 increased $18.6 million compared to the prior year period, which was primarily attributable to expenses associated with the acquired VI Business.
Research and development expenses for the six months ended June 30, 2026 increased $37.7 million compared to the prior year period, which was primarily attributable to expenses associated with the acquired VI Business.
Restructuring charges and separation costs
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Restructuring charges, separation costs and impairment charges | $ | 0.2 | $ | 10.7 | $ | 17.1 | $ | 12.1 | |||||||||||||||
Restructuring charges, separation costs and impairment charges for the three and six months ended June 30, 2026 primarily consisted of termination benefits related to the Strategic Divestitures restructuring plan (defined below).
2023 Footprint realignment plan
In 2023, we initiated the "2023 Footprint realignment plan," a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations, the outsourcing of certain manufacturing processes and related workforce reductions. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $9 million to $12 million. These actions are expected to be substantially completed by the end of 2027. We expect to achieve annual pre-tax savings in connection with the 2023 Footprint realignment plan of $2 million to $4 million once the plan is fully implemented.
VI Business integration plan
During the fourth quarter of 2025, we initiated the "VI Business integration plan," a restructuring plan primarily involving the integration of the VI Business into Teleflex, including the realignment of the global sales force and certain administrative functions, related workforce reductions, and the relocation of certain manufacturing operations to existing lower-cost locations. These actions are expected to be substantially completed by the end of 2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the VI Business integration plan of $36 million to $44 million. We expect all the restructuring and restructuring related charges will result in future cash outlays. We expect to achieve annual pre-tax savings of $24 million to $30 million in connection with the VI Business integration plan once it is fully implemented.
Strategic Divestitures restructuring plan
During the first quarter of 2026, in connection with the Strategic Divestitures, we initiated a multi-year restructuring plan intended to align our global organizational structure and supply chain infrastructure amongst our remaining businesses (the "Strategic Divestitures restructuring plan"). The plan is designed to eliminate stranded costs, streamline global operations, and improve our long-term cost structure, primarily through workforce
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reductions and capital assets rationalization. These actions, some of which we expect to occur upon exit of the transition services agreements and other arrangements negotiated in connection with the Strategic Divestitures, are expected to be substantially completed by mid-2028. We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the plan of $31 million to $37 million. We expect the majority of the restructuring and restructuring related charges will result in future cash outlays, of which an estimated $15 million to $19 million are expected to occur during 2026. We expect to achieve annual pre-tax savings of $48 million to $52 million in connection with the Strategic Divestitures restructuring plan once it is fully implemented and we expect to begin realizing a portion of these plan-related savings in 2026.
For additional information regarding our restructuring plans, see Note 6 to the condensed consolidated financial statements included in this report.
Interest expense
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Interest expense | $ | 28.0 | $ | 21.7 | $ | 53.7 | $ | 40.2 | |||||||||||||||
| Average interest rate on debt | 3.8 | % | 4.1 | % | 3.6 | % | 4.1 | % | |||||||||||||||
The increase in interest expense for the three and six months ended June 30, 2026 compared to the prior year periods was primarily due to an increase in the average outstanding debt balance stemming from borrowings utilized to fund the VI Business acquisition, partially offset by a lower average interest rate resulting from decreases in interest rates associated with our variable interest rate debt instruments.
Loss on extinguishment of debt
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Loss on extinguishment of debt | $ | 1.2 | $ | — | $ | 1.2 | $ | — | |||||||||||||||
During the three and six months ended June 30, 2026, we recognized a $1.2 million loss on extinguishment of debt due to the write-off of unamortized deferred financing costs in connection with the redemption of the 4.625% Senior Notes due 2027.
Taxes on income from continuing operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Effective income tax rate | 7.5 | % | 3.5 | % | 10.6 | % | 6.9 | % | |||||||||||||||
The effective income tax rate for the three and six months ended June 30, 2026 reflects income tax benefits associated with the Strategic Divestitures restructuring plan and the VI Business integration plan. Additionally, the effective income tax rate for the six months ended June 30, 2026 reflects a net cost related to share-based compensation. The effective income tax rate for the three and six months ended June 29, 2025 reflects a non-taxable favorable adjustment incurred in relation to foreign currency exchange rates, largely stemming from non-designated foreign currency forward contracts designed to hedge against the cash consideration for the VI Business acquisition. The effective income tax rates for all periods reflect a tax benefit from research and development tax credits.
Discontinued operations
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | June 30, 2026 | June 29, 2025 | ||||||||||||||||||||
| Income from discontinued operations | $ | 57.9 | $ | 54.4 | $ | 54.6 | $ | 97.1 | |||||||||||||||
Income from discontinued operations for the three months ended June 30, 2026 increased $3.5 million compared to the prior year period, primarily due to a $21.1 million gain resulting from adjustments to the valuation allowance on assets held for sale and lower tax expense, partially offset by increases in separation costs related to the Strategic Divestitures.
Income from discontinued operations for the six months ended June 30, 2026 decreased $42.5 million compared to the prior year period, primarily due to increases in separation costs related to the Strategic Divestitures and a charge resulting from adjustments to the valuation allowance on assets held for sale, partially offset by lower
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tax expense. For additional information, see Note 5 to the condensed consolidated financial statements included in this report.
Segment Financial Information
| Segment net revenues | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | % Increase/(Decrease) | June 30, 2026 | June 29, 2025 | % Increase/ (Decrease) | ||||||||||||||||||||||||||||||
| Americas | $ | 348.8 | $ | 305.0 | 14.4 | $ | 681.5 | $ | 594.8 | 14.6 | |||||||||||||||||||||||||
| EMEA | 145.5 | 89.9 | 62.0 | 292.2 | 172.5 | 69.4 | |||||||||||||||||||||||||||||
| Asia | 76.0 | 47.6 | 59.5 | 144.9 | 89.5 | 61.9 | |||||||||||||||||||||||||||||
| Segment net revenues | $ | 570.3 | $ | 442.5 | 28.9 | $ | 1,118.6 | $ | 856.8 | 30.6 | |||||||||||||||||||||||||
| Segment operating profit | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 29, 2025 | % Increase/(Decrease) | June 30, 2026 | June 29, 2025 | % Increase/ (Decrease) | ||||||||||||||||||||||||||||||
| Americas | $ | 142.3 | $ | 109.1 | 30.4 | $ | 272.8 | $ | 226.6 | 20.4 | |||||||||||||||||||||||||
| EMEA | 8.4 | 17.7 | (52.5) | 20.6 | 31.0 | (33.5) | |||||||||||||||||||||||||||||
| Asia | 15.0 | 4.5 | 235.3 | 30.8 | 9.0 | 241.0 | |||||||||||||||||||||||||||||
Segment operating profit (1) | $ | 165.7 | $ | 131.3 | 26.2 | $ | 324.2 | $ | 266.6 | 21.6 | |||||||||||||||||||||||||
(1)See Note 15 to the condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest, taxes and loss on extinguishment of debt.
Comparison of the three and six months ended June 30, 2026 and June 29, 2025
Americas
Americas net revenues for the three months ended June 30, 2026 increased $43.8 million, or 14.4%, compared to the prior year period, which was primarily attributable to net revenues of $26.7 million generated by the acquired VI Business and a $9.8 million increase in sales volumes of existing products.
Americas net revenues for the six months ended June 30, 2026 increased $86.7 million, or 14.6%, compared to the prior year period, which was primarily attributable to net revenues of $49.8 million generated by the acquired VI Business and a $21.7 million increase in sales volumes of existing products.
Americas operating profit for the three months ended June 30, 2026 increased $33.2 million, or 30.4%, compared to the prior year period, which was primarily attributable to increases in gross profit resulting from higher sales generated by both the acquired VI and legacy businesses and decreases in contingent consideration expense. The increase in operating profit was partially offset by higher operating costs of the acquired business.
Americas operating profit for the six months ended June 30, 2026 increased $46.2 million, or 20.4%, compared to the prior year period, which was primarily attributable to increases in gross profit resulting from higher sales generated by both the acquired VI and legacy businesses and decreases in contingent consideration expense. The increase in operating profit was partially offset by higher operating costs of the acquired business and higher sales and marketing expenses associated with our legacy businesses.
EMEA
EMEA net revenues for the three months ended June 30, 2026 increased $55.6 million, or 62.0%, compared to the prior year period, which was primarily attributable to net revenues of $44.6 million generated by the acquired VI Business and increases in sales volumes of existing products.
EMEA net revenues for the six months ended June 30, 2026 increased $119.7 million, or 69.4%, compared to the prior year period, which was primarily attributable to net revenues of $94.7 million generated by the acquired VI Business, $11.4 million of favorable fluctuations in foreign currency exchange rates and an $11.0 million increase in sales volumes of existing products.
EMEA operating profit for the three and six months ended June 30, 2026 decreased $9.3 million, or 52.5%, and $10.4 million, or 33.5%, respectively, compared to the prior year periods, which was primarily attributable to
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increases in operating costs associated with the acquired VI Business, partially offset by increases in gross profit resulting from higher sales generated by both the acquired VI and legacy businesses.
Asia
Asia net revenues for the three months ended June 30, 2026 increased $28.4 million, or 59.5%, compared to the prior year period, which was primarily attributable to net revenues of $27.7 million generated by the acquired VI Business.
Asia net revenues for the six months ended June 30, 2026 increased $55.4 million, or 61.9%, compared to the prior year period, which was primarily attributable to net revenues of $53.6 million generated by the acquired VI Business.
Asia operating profit for the three and six months ended June 30, 2026 increased $10.5 million, or 235.3%, and $21.8 million, or 241.0%, respectively, compared to the prior year periods, which was primarily attributable to an increase in gross profit resulting from higher sales generated by the acquired VI Business, partially offset by higher operating and amortization expenses associated with the acquired VI Business.
Liquidity and Capital Resources
We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility (which is provided for under our Senior Credit Facility (the "Credit Agreement")) and accounts receivable securitization facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.
On September 30, 2025, we executed cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "September 2025 Cross-currency swap agreements"). Under the September 2025 Cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.63% for €474.7 million at an annual interest rate of 2.77%. On March 4, 2026, the agreements related to our September 2025 Cross-currency swap matured resulting in a net cash settlement payment of $53.5 million, inclusive of interest proceeds. Concurrently, on March 4, 2026, we executed two separate cross-currency swap agreements set to mature on March 3, 2028, to hedge against the effect of variability in the U.S. dollar to euro exchange rate (the "2026 Euro Cross-currency swap agreements"). Each of the 2026 Euro Cross-currency swap agreements had a notional amount of $50 million and was designated as a net investment hedge. The 2026 Euro Cross-currency swap agreements include two different financial institution counterparties and notionally exchanged $100 million for €85.4 million, reflecting an average annual interest rate benefit of 1.21%.
On August 18, 2025, we executed two separate cross-currency swap agreements set to mature on August 20, 2030 and August 20, 2032, respectively, to hedge against the effect of variability in the U.S. dollar to Swiss Franc (CHF) exchange rate, (the "2025 Cross-currency swap agreements"). Each of the 2025 Cross-currency swap agreements had a notional amount of $300 million and was designated as a net investment hedge. The 2025 Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 242.4 million at an annual interest rate of 3.15%. The 2025 Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 242.5 million at an annual interest rate of 3.02%.
On July 9, 2026, we terminated the 2025 Cross-currency swap agreements and we simultaneously executed two new separate term cross-currency swap agreements with the same expiration dates and notional values (together, the "2026 CHF Cross-currency swap agreements"). The 2026 CHF Cross-currency swap agreements expiring in 2030 include six different financial institution counterparties and notionally exchanged $300 million for CHF 248.8 million at an annual interest rate of 3.77%. The 2026 CHF Cross-currency swap agreements expiring in 2032 include four different financial institution counterparties and notionally exchanged $300 million for CHF 251.8 million at an annual interest rate of 3.66%. The 2026 CHF cross-currency swaps were off-market at inception. The off-market value will be amortized ratably into earnings over the remaining life of each swap. The interest rate component will remain in accumulated other comprehensive income until the underlying net investment is sold or substantially liquidated. Each of the 2026 CHF Cross-currency swap agreements was designated a net investment
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hedge. The impact to our financial statements was immaterial as a result of the termination of the 2025 Cross-currency swap agreements.
On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock. During the three months ended June 30, 2026, as part of the share repurchase program, we repurchased 1.9 million shares of our common stock for $250.0 million through open market transactions at an average price per share of $130.85. As of June 30, 2026, we had $750.0 million remaining available under the authorization. Also, under the $1 billion share repurchase program, we intend to commence an accelerated share repurchase of $250 million of common stock, effective August 7, 2026.
The timing, price and actual number of shares of remaining common stock that may be repurchased under the share repurchase authorization will depend on a variety of factors, including price, market conditions and corporate and regulatory requirements. The repurchases may occur in open market transactions, transactions structured through investment banking institutions, in privately negotiated transactions, by direct purchases of common stock or a combination of the foregoing, and the timing and amount of stock repurchased will depend on market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization of the repurchase program does not constitute a binding obligation to acquire any specific amount of common stock, and the repurchase program may be suspended or discontinued at any time.
Cash Flows from continuing operations
Net cash provided by operating activities from continuing operations was $138.6 million for the six months ended June 30, 2026 as compared to net cash used in operating activities of $9.3 million for the six months ended June 29, 2025. The $147.9 million increase was primarily attributable to favorable changes in working capital, including lower tax payments and a decrease in cash outflows from inventories as we moderate our inventory levels, as well as proceeds from the Litigation settlement.
Net cash used in investing activities from continuing operations was $81.4 million for the six months ended June 30, 2026, and primarily consisted of $39.5 million in net payments on swaps designated as net investment hedges and $32.8 million of capital expenditures.
Net cash used in financing activities from continuing operations was $127.0 million for the six months ended June 30, 2026, and primarily consisted of $250.0 million in repurchases of our common stock, $29.8 million in dividend payments, and $14.0 million of fees paid related to the new Credit Agreement and Senior Notes due 2032, partially offset by a $175.0 million increase in net borrowings under our Senior Credit Facility.
Cash Flows from discontinued operations
Net cash used in discontinued operations was $13.3 million for the six months ended June 30, 2026, compared to net cash provided by discontinued operations of $77.4 million for the six months ended June 29, 2025. The $90.7 million decrease was primarily attributable to unfavorable operating results stemming from higher separation costs related to the Strategic Divestitures.
Borrowings
On May 26, 2026, we entered into a new Credit Agreement (the “Credit Agreement”), which effectuated the refinancing of the Company’s previously existing credit agreement evidenced in that certain Third Amended and Restated Credit Agreement, dated as of November 4, 2022 (as amended prior to the date hereof). Under the new Credit Agreement, the maturity date of the revolving credit facility and the term A-1 loan facility were extended to May 26, 2031, while the maturity date of the term A-2 loan facility was extended to May 26, 2028.
On June 15, 2026, we issued $500.0 million of 5.875% Senior Notes due 2032 (the "2032 Notes"). We used the net proceeds from the offering, together with cash on hand, to fund the redemption of our 4.625% Senior Notes due 2027.
For additional information regarding borrowings, refer to Note 9 within the condensed consolidated financial statements included in this report.
The indentures governing our 5.875% Senior Notes due 2032 and 4.25% Senior Notes due 2028 (the "2028 Notes" and together with the 2032 Senior Notes, the "Senior Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions. As of June 30, 2026, we were in compliance with these requirements.
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The obligations under the Credit Agreement, the 2032 Notes and the 2028 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.
Summarized Financial Information – Obligor Group
The Senior Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 is as follows:
| Six Months Ended | ||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | ||||||||||||||||||
| Net revenue | $ | 1,098.5 | $ | 135.6 | $ | 962.9 | ||||||||||||||
| Cost of goods sold | 549.1 | (91.8) | 640.9 | |||||||||||||||||
| Gross profit | 549.4 | 227.4 | 322.0 | |||||||||||||||||
| Income (loss) from continuing operations | 3.5 | 226.0 | (222.5) | |||||||||||||||||
| Net income (loss) | 3.1 | 226.0 | (222.9) | |||||||||||||||||
| June 30, 2026 | December 31, 2025 (1) | |||||||||||||||||||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | |||||||||||||||||||||||||||||||||
| Total current assets | $ | 1,314.9 | $ | 374.6 | $ | 940.3 | $ | 1,186.7 | $ | 211.6 | $ | 975.1 | ||||||||||||||||||||||||||
| Total assets | 4,666.6 | 478.8 | 4,187.8 | 5,011.1 | 301.3 | 4,709.8 | ||||||||||||||||||||||||||||||||
| Total current liabilities | 1,350.0 | 1,030.7 | 319.3 | 1,139.4 | 763.6 | 375.8 | ||||||||||||||||||||||||||||||||
| Total liabilities | 4,592.3 | 1,315.6 | 3,276.7 | 4,204.5 | 971.1 | 3,233.4 | ||||||||||||||||||||||||||||||||
(1)During the second quarter of 2026, certain existing subsidiaries were designated as Guarantor Subsidiaries and as a result, we recast the prior period comparative summarized financial information.
The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from the amounts derived from those estimates and assumptions.
In our Annual Report on Form 10-K for the year ended December 31, 2025, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.
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New Accounting Standards
See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of the adoption of the guidance on our financial statements.
Forward-Looking Statements
All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks and uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; the impact of inflation and disruptions in our global supply chain on us and our suppliers (particularly sole-source suppliers and providers of sterilization services), including fluctuations in the cost and availability of resins and other raw materials, as well as certain components, used in the production or sterilization of our products, transportation constraints and delays, product shortages, energy shortages or increased energy costs, labor shortages in the United States and elsewhere, and increased operating and labor costs; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; our ability to manage our ongoing CEO transition; risks relating to the activities of activist stockholders; our inability to effectively execute our restructuring programs; our inability to realize anticipated savings resulting from restructuring plans and programs; the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation; changes in Medicare, Medicaid and third party coverage and reimbursements; the impact of tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, the implementation or threatened implementation of tariffs, sovereign debt issues, and international conflicts and hostilities, such as the ongoing conflicts between Russia and Ukraine and the recent conflict involving the U.S., Israel, and Iran in the Middle East; public health epidemics and pandemics; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise explicitly stated by us or as required by law or regulation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the information set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Change in Internal Control over Financial Reporting
No changes in our internal control over financial reporting occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, intellectual property, contracts, employment and environmental matters. As of June 30, 2026 and December 31, 2025, we had accrued liabilities of $0.7 million and $0.3 million in connection with these matters, representing our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these matters. Amounts accrued for legal contingencies are often determined based on a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions, including as to the timing of related payments. The ability to make such estimates and judgments can be affected by various factors including whether, among other things, damages sought in the proceedings are unsubstantiated or indeterminate; scientific and legal discovery has commenced or is complete; proceedings are in early stages; matters present legal uncertainties; there are significant facts in dispute, or procedural or jurisdictional issues; there is uncertainty or unpredictability regarding the number of potential claims; there is the potential to achieve comprehensive multi-party settlements; there is complexity regarding related cross-claims and counterclaims; and/or there are numerous parties involved. To the extent adverse awards, judgments or verdicts have been rendered against us, we do not record an accrual until a loss is determined to be probable and can be reasonably estimated.
Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or cash flows.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, including Part I, Item 1A thereof, you should carefully consider the following factor which could have a material adverse effect on our business, financial condition, results of operations, cash flows or stock price. Other than the risk set forth below, there have been no significant changes in risk factors for the quarter ended June 30, 2026. The risk set forth below and those set forth in the Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition, results of operations or stock price.
Our business could be negatively affected as a result of actions by or proposals from activist stockholders, and such activism could impact the trading value of our securities and adversely affect us.
Publicly traded companies have increasingly become subject to campaigns by activist investors advocating corporate actions such as governance changes, financial restructurings, sales of assets and changes to executive and director compensation. On March 27, 2026, Irenic Capital Management L.P. (“Irenic”) issued a press release advocating changes to the composition of our board of directors as well as the engagement of independent advisors in order to facilitate an evaluation of strategic alternatives for our company. In addition to Irenic’s activity, we may be subject to other actions by or proposals from activist stockholders or others that may not align with our business strategies or the interests of our other stockholders. Responding to these actions or proposals can be costly and time consuming, disrupt our business and operations, and divert the attention of our Board of Directors, management and employees. For example, we have been and may continue to retain the services of various professionals to advise us on stockholder activism matters, including legal, financial and communications advisers, the costs of which may negatively impact our future financial results. Activist stockholders may create perceived uncertainties as to our future direction which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel and potential customers and partners and may affect our relationships with current customers, partners, vendors, investors, and other third parties. In addition, actions of activist stockholders may cause periods of fluctuation in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents the repurchases of our common stock during the three months ended June 30, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1) (in millions) | |||||||||||||||||||
| April 1, 2026 - April 30, 2026 | — | $ | — | — | $ | 1,000 | |||||||||||||||||
May 1, 2026 - May 31, 2026(2) | 1,201,585 | 131.24 | 1,201,585 | 842 | |||||||||||||||||||
June 1, 2026 - June 30, 2026(2) | 709,022 | 130.19 | 709,022 | 750 | |||||||||||||||||||
| Total | 1,910,607 | $ | 130.85 | 1,910,607 | |||||||||||||||||||
(1)On December 9, 2025, the Board of Directors authorized a share repurchase program for up to $1 billion of our common stock.
(2)During the three months ended June 30, 2026, as part of our share repurchase program, we repurchased an aggregate of 1.9 million shares of our common stock for $250 million through open market transactions. As of June 30, 2026, we had $750 million remaining available under the authorization. See "Management's Discussion and Analysis of Financial Condition — Liquidity and Capital Resources."
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2026, none of our directors or executive officers entered into terminated
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this report:
| Exhibit No. | Description | ||||||||||||||||
| *4.1 | — | ||||||||||||||||
| 10.1 | — | ||||||||||||||||
| 10.2 | — | ||||||||||||||||
| 10.3 | — | ||||||||||||||||
| 10.4 | — | ||||||||||||||||
| 10.5 | — | ||||||||||||||||
| *10.6 | — | ||||||||||||||||
| 22 | — | ||||||||||||||||
31.1 | — | ||||||||||||||||
31.2 | — | ||||||||||||||||
32.1 | — | ||||||||||||||||
32.2 | — | ||||||||||||||||
101.1 | — | The following materials from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2026 and June 29, 2025; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and June 29, 2025; (iv) the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025; (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and June 29, 2025; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and June 29, 2025; and (vii) Notes to Condensed Consolidated Financial Statements. | |||||||||||||||
104.1 | — | The cover page of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in inline XBRL (included in Exhibit 101.1). | |||||||||||||||
____________________________________
*Incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TELEFLEX INCORPORATED | ||||||||||||||
| By: | /s/ Jason R. Weidman | |||||||||||||
Jason R. Weidman President and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||
| By: | /s/ John R. Deren | |||||||||||||
John R. Deren Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||||||||
Dated: August 6, 2026
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Exhibit 10.1
April 26, 2026
Jason Weidman
5810 Blank Road
Sebastopol, CA 95472
Dear Jason,
On behalf of Teleflex Incorporated (the “Company”), I am pleased to confirm our offer of employment as President and Chief Executive Officer (“CEO”) effective June 8, 2026 (the “Start Date”). You will report directly to the Board of Directors of the Company (the “Board”). You will primarily perform your duties from (i) your office in California, from the Start Date until the date that is twelve (12) full months after the Start Date (such date, the “Anniversary Date”) and (ii) our headquarters in Wayne, Pennsylvania, beginning on the Anniversary Date and thereafter, in each case, subject to travel as required for business needs. All capitalized terms used but not defined herein have the meaning given to them in the Senior Executive Severance Agreement attached hereto as Exhibit A. This “Offer Letter” shall be effective as of the Start Date, and if your employment with the Company does not begin on the Start Date, this Offer Letter shall be void ab initio.
The terms and conditions of your employment as CEO are as follows:
Employment Term: The term of your employment shall start on the Start Date and continue until the date of your resignation or the termination of your employment by the Company or due to your death or disability. Your employment is “at will” and is terminable by you or the Company at any time (for any reason or no reason). Your employment with the Company is subject to completion of background screening and the standard onboarding procedures (including work eligibility verification) of the Company, which shall all be completed prior to the Start Date.
Position and Duties: In your capacity as CEO, you will have general supervision over the business of the Company and will perform all duties, and have the authority, incident to the office of CEO and such other duties consistent with your position as CEO as may from time to time be assigned to you by the Board. Except with the prior written consent of the Board, you
will not, while employed by the Company, undertake or engage in any other employment, occupation or business enterprise that would interfere with your duties and responsibilities. You shall devote substantially all of your business time and your business judgment, knowledge and skill to the performance of your duties; provided, however, that the foregoing shall not prevent you from (i) providing services to or participating in non-profits organizations, including, charitable, civic, educational, professional, community, and industry affairs, (ii) serving on the boards of directors of non-profit organizations, (iii) serving on the boards of directors of for-profit companies that are not direct competitors of the Company (with prior written consent of the Board) commencing no earlier than three (3) years after the Start Date, and (iv) managing your personal investments and legal affairs. During your employment term as CEO, you will be nominated by the Board to be a member of the Board, which such position shall be subject to election by the shareholders of the Company at the first meeting of shareholders where members of the Board are elected following the Start Date and thereafter.
Base Salary: You shall be paid an annual base salary of $1,000,000. Your base salary will be paid in accordance with the Company’s payroll cycle. Your base salary shall be reviewed at least annually by the Board for increase but not decrease; provided, however, that the Board shall be permitted to decrease your base salary if the base salaries of all other senior executives of the Company are also downwardly adjusted on a pro-rata basis.
Target Annual Cash Bonus: You will be eligible to receive a target annual cash bonus equal to 125% of your base salary (“Target Bonus”). Your annual cash bonus, if any, is anticipated to be paid pursuant to the Annual Incentive Plan at the time and subject to the terms and conditions (including service and performance criteria) of bonuses paid to other executive officers of the Company under the same plan in which you are participating. For 2026, your annual cash bonus shall be prorated for the period from the Start Date through the end of 2026 and shall be paid by March 15, 2027 in an amount that is no less than the product of (x) $1,250,000 and (y) the ratio that is the number of days from the Start Date through December 31, 2026 over 365, provided that you remain employed with the Company through December 31, 2026, except to the extent your employment is terminated by the Company without Cause between the Start Date and December 31, 2026.
Equity Awards: You will be recommended for a grant of restricted stock units under the Teleflex Incorporated 2023 Stock Incentive Plan (the “Plan”) with a grant date fair value of $7,000,000 (the “RSU Award”) and a grant of stock options under the Plan with a grant date fair value of $1,000,000 (the “Option Award”), subject to approval of the Compensation Committee of the Board. Subject to your continued employment through the applicable vesting dates, the RSU Award will vest in substantially equal installments on each of the first four anniversaries of the date on which it is granted and the Option Award will vest in substantially equal installments on each of the first three anniversaries of the date on which it is granted. The RSU Award and the Option Award shall be subject to the terms and conditions of the Plan and the award agreements pursuant to which the RSU Award and the Option Award are granted. Your compensation package also includes your eligibility to receive additional equity awards starting in 2027, and your initial annual target equity award value (such value as determined in the discretion of the Company) will be $7,000,000.
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Replacement Bonus: Subject to you delivering to the Company documentation satisfactory to the Company evidencing that you forfeited already vested (as of your date of termination) cash, restricted stock or performance stock incentive compensation from your prior employer due to your acceptance of the CEO position with the Company, the Company will provide you with a lump sum payment on December 31, 2026 equal to the value of such forfeited incentive compensation (such forfeited value as determined in the discretion of the Company) up to $800,000, provided that you remain employed with the Company through December 31, 2026, except to the extent your employment is terminated by the Company without Cause between the Start Date and December 31, 2026.
Severance: Your severance terms will be in accordance with and subject to the Senior Executive Severance Agreement attached hereto as Exhibit A and the Executive Change of Control Agreement attached hereto as Exhibit B.
Employee Benefits: You will be eligible for benefits coverage under the qualified plans of the Company on the first day of the month following the Start Date. These plans currently include, among others, a 401(k) retirement plan, group life and health insurance and employee assistance programs. You will also be eligible to participate in executive-level non-qualified benefits, including deferred compensation opportunities, as may be provided by the Company from time to time.
Relocation Reimbursement: You will be eligible for reimbursement of any expenses incurred in connection with relocating to Wayne, Pennsylvania as set forth in the Relocation and Temporary Housing Benefit Summary attached hereto as Exhibit C.
Indemnification; Directors and Officers Liability Insurance: The Company shall provide you with indemnification and directors’ and officers’ liability insurance coverage on terms no less favorable than provided to any other executive officer or director of the Company. The provisions of this section shall survive the termination of this Offer Letter and your employment with the Company.
Legal Fee Reimbursement: The Company shall reimburse you for all attorneys’ fees incurred by you in connection with the negotiation and preparation of this Offer Letter and matters related hereto up to a maximum of $20,000, payable within 30 days following your submission to the Company of invoices to substantiate such expenses, which such invoices must be submitted no later than 30 days following the Start Date; provided that you shall be permitted to redact such invoices to preserve attorney client privilege.
Tax Matters; Section 409A: All amounts provided pursuant to this Offer Letter shall be subject to reduction for applicable taxes required to be withheld by applicable law. This Offer Letter and the Company’s obligations hereunder are intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and rulings thereunder and shall be so construed.
Code of Ethics; Other Agreements: As a condition of employment, you will be required to sign an acknowledgement form stipulating compliance with the Teleflex Code of Ethics Program and
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the Company’s other written policies and procedures, as well as a copy of our standard form agreement covering confidentiality, assignment of inventions, and competition.
Governing Law: This Offer Letter will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its choice of law rules.
Entire Agreement: This Offer Letter together with its attachments contains the entire understanding between you and the Company as to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions by and between you and the Company with respect to the subject matter hereof. In executing this Offer Letter, neither party to this Offer Letter relies on any term, condition, promise, or representation other than those expressed in this Offer Letter.
Amendment; Assignment: This Offer Letter may not be amended or modified other than by a written agreement executed by you and the Company, nor may any provision hereof be waived other than by a writing executed by you or the Company. This Offer Letter may not be assigned by you. This Offer Letter may be assigned by the Company.
Representations: In order to induce the Company to enter into this Offer Letter and offer you the position of CEO of the Company, you represent, warrant and covenant to the Company that you have the legal capacity and unrestricted right to execute and deliver this Offer Letter, accept the position as CEO of the Company and to perform all of your obligations as CEO of the Company and such execution, delivery and performance will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which you are a party or by which you are or may be bound or subject, including, but not limited to, any non-competition, non-solicitation, confidentiality or other similar covenant or agreement.
Acknowledgement: You represent and certify: that you have carefully read and fully understand all of the provisions and effects of this Offer Letter, and you have been given the opportunity to thoroughly discuss all aspects of it with your personal attorney; that you are voluntarily entering into this Offer Letter; and that neither the Company nor its agents, representatives or attorneys, make any representations concerning the terms or effects of this Offer Letter other than those contained herein. This Offer Letter was drafted mutually between the parties and shall not be construed otherwise.
Counterparts. This Offer Letter may be executed in one or more counterparts but shall not be effective until each party has executed at least one counterpart. Each such counterpart shall constitute an original of this Offer Letter, but all the counterparts shall together constitute the same instrument. It shall not be necessary in making proof of this Offer Letter or any counterpart hereof to produce or account for any of the other counterparts.
We are excited and pleased to extend this Offer Letter to you and look forward to working with you as our CEO. Please complete the offer acknowledgement and acceptance below and return it to me promptly.
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[Signature Page Follows]
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Sincerely,
/s/ Andrew Krakauer
Name: Andrew Krakauer
Title: Director
Acceptance of Offer:
/s/ Jason Weidman
Name: Jason Weidman
[Signature Page to Offer Letter]
Exhibit A
SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT
THIS SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT (this “Agreement”) is made as of April [●], 2026, by and between TELEFLEX INCORPORATED (the “Company”, and together with its subsidiaries and affiliates, the “Company Group”) and Jason Weidman (“Executive”). This Agreement shall be effective as of the Start Date (as defined below), and if Executive’s employment with the Company does not begin on the Start Date, this Agreement shall be void ab initio.
BACKGROUND
A. Executive is to be employed by the Company as its Chief Executive Officer effective as of June 8, 2026 (the “Start Date”).
B. The purpose of this Agreement is to provide for certain severance compensation and benefits to be paid or provided to Executive in the event of the termination of Executive’s employment under circumstances specified herein and to provide also for certain commitments by Executive respecting the Company Group.
TERMS
In consideration of the mutual promises, benefits and covenants herein contained, the Company and Executive hereby agree as follows:
1.Definitions. The following terms used in this Agreement with initial capital letters have the respective meanings specified therefor in this Section or as otherwise indicated in this Agreement.
“Anniversary Date” means the date that is twelve (12) full months after the Start Date.
“Annual Incentive Plan” means the Management Incentive Plan (MIP) or Executive Incentive Plan (EIP) of the Company providing for the payment of annual bonuses to certain employees of the Company Group, including Executive, as such plans may be amended from time to time or, if such plans shall be discontinued, any similar plan or plans of the Company Group in effect at any relevant time and in which Executive is a participant.
“Base Salary” means the annualized base rate of salary paid to Executive as such may be in effect from time to time.
“Board” means the Board of Directors of the Company.
“Cause” means (a) misappropriation of funds or any other act by Executive involving fraud or dishonesty, (b) conviction of or plea of guilty or nolo contendre of a crime involving moral turpitude or any felony or any material breach by Executive of any securities or other law or regulation or any Company policy, or (c) gross negligence in the performance of duties, which
gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company Group taken as a whole, the willful or repeated refusal or failure substantially to perform Executive’s material obligations and duties hereunder or those reasonably directed by the Board (except in connection with a Disability) or the carrying out by Executive of any activity, or Executive making any public statement, which prejudices or reduces the good name and standing of the Company Group. Any determination of Cause by the Company shall not be made until Executive has been given written notice detailing the specific Cause event and, to the extent such Cause event is curable, a period of 10 business days following receipt of such notice to cure such event.
“Change of Control Severance Agreement” means the Executive Change of Control Agreement between the Company and Executive relating to termination of employment of Executive after the occurrence of a Change of Control (as defined in such agreement).
“Code” means the Internal Revenue Code of 1986, as amended.
“Disability” means Executive’s continuous illness, injury or incapacity for a period of six consecutive months.
“Good Reason” means a Termination of Employment initiated by Executive by Notice of Termination, in accordance with Section 3, upon one or more of the following occurrences; provided that as soon as practicable, but not more than 90 days, after Executive becomes aware of such occurrence and before such Notice of Termination is given, Executive shall have given notice of Good Reason to the Company and the Company shall not have fully corrected the situation within 30 days after such notice of Good Reason:
(a)No longer permitting Executive to work remotely from Executive’s office in California between the Start Date and the Anniversary Date or, beginning on the Anniversary Date, a change of the principal office or workplace assigned to Executive to a location more than 25 miles distant from its location immediately prior to such change;
(b)A material reduction by the Company of the title, duties, responsibilities, reporting relationship or position of Executive; provided that if the Company sells or otherwise disposes of any part of its business or assets or otherwise diminishes or changes the character of its business, the change in the magnitude or character of the Company’s business resulting therefrom will not itself be deemed to be a reduction of Executive’s responsibilities, authority or status within the meaning of this clause (b);
(c)Any material breach by the Company Group of the terms of this Agreement, or the Offer Letter Agreement between the Company and Executive, dated April [●], 2026; or
(d)A material reduction of Executive’s Base Salary or a material reduction in Executive’s annual target incentive opportunity under the Annual Incentive Plan.
“Health Care Continuation Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first date on which Executive is eligible to participate in a health care plan maintained by another employer.
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“Insurance Benefits Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first date on which Executive is eligible to participate in a life and/or accident insurance plan maintained by another employer.
“Performance Period” means, with respect to any compensation payable (in cash or other property) the amount or value of which is determined by reference to the performance of participants or the Company or the fulfillment of specified conditions or goals, the period of time over which such performance is measured or the period of time in which such conditions or performance goals must be fulfilled.
“Section 409A” means Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder.
“Severance Compensation Period” means the 24-month period commencing on the day after the Termination Date.
“Termination Date” means the date specified in a Notice of Termination complying with the provisions of Section 3, as such Notice of Termination may be amended by mutual consent of the parties, which date shall be the date Executive’s Termination of Employment occurs.
“Termination of Employment” means the termination of Executive’s active employment relationship with the Company for any reason, other than a cessation occurring (a) by reason of Executive’s death or Disability or (b) under circumstances that would entitle Executive to receive compensation and benefits pursuant to the Change of Control Severance Agreement. Executive’s Termination of Employment for all purposes under this Agreement that are in relation to a payment subject to Section 409A will be determined to have occurred in accordance with the “separation from service” requirements of Section 409A.
“Termination Year” means the year in which Executive’s Termination Date occurs.
2.Continued Employment of Executive. The parties acknowledge that Executive’s employment by the Company is at will and, except as the parties may hereafter agree in writing, such employment may be terminated by either party at any time, subject only to the giving of prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving Executive any right to continue in the employ of the Company.
3.Notice of Termination. The party initiating any Termination of Employment shall give written notice thereof to the other party (a “Notice of Termination”) in accordance with Section 12. A Notice of Termination shall (a) state with reasonable particularity the reasons for such Termination of Employment, if any, that are relevant to Executive’s right to receive compensation and benefits pursuant to this Agreement and (b) specify the date such Termination of Employment shall become effective; provided that Executive shall give the Company at least 30 days’ prior notice. Upon Termination of Employment, regardless of the reason for the termination or whether the employment relationship is terminated by Executive or by the Company, Executive shall automatically be deemed to have resigned from all positions that Executive holds as an officer or, to the extent applicable, as a member of the Board (or a committee thereof) or any similar governing body of the Company or any of its subsidiaries or
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affiliates, effective as of the date of Executive’s Termination of Employment, and Executive shall execute all documentation requested by the Company to evidence such resignation.
4.Compensation upon Termination of Employment. Upon any Termination of Employment, Executive shall be entitled to any earned but unpaid Base Salary through the Termination Date (paid promptly following the Termination Date) and such other vested benefits as may be due to Executive as governed by the terms and conditions of any applicable plan of the Company Group. Subject to the terms of this Agreement, upon Termination of Employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason, Executive will receive from the Company the following payments and benefits:
(a)Cash Bonuses for Years Preceding the Termination Year. If any cash bonus pursuant to the Annual Incentive Plan in respect of a Performance Period that ended before the Termination Year shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the latest of (i) the 60th day following the Termination Date, (ii) the date that is two and one-half months following the end of the Performance Period, or (iii) the date the bonus is payable in accordance with the terms of the Annual Incentive Plan.
(b)Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date. If the Termination Date occurs before the last day, but after completion of at least six months, of a Performance Period under the Annual Incentive Plan, the Company will pay Executive the Prorated Amount of Executive’s award under the Annual Incentive Plan for that Performance Period. The amount of the award, from which the Prorated Amount is derived, shall be determined based on the degree to which each performance goal on which such award is based has been achieved at the end of the Performance Period (provided that any individual performance component shall be equal to the target award amount for such component). The “Prorated Amount” of the award means an amount equal to the portion of the award that bears the same ratio to the amount of the award as the portion of such Performance Period expired immediately before the Termination Date bears to the entire period of such Performance Period. The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the latest of (i) the 60th day following the Termination Date, (ii) the date that is two and one-half months following the end of the Performance Period, or (iii) the date the bonus is payable in accordance with the terms of the Annual Incentive Plan.
(c)Continuation of Base Salary. The Company will continue during the Severance Compensation Period to pay Executive’s Base Salary as in effect immediately prior to the Termination Date in accordance with the Company’s standard payroll procedures beginning on the 60th day following the Termination Date.
(d)Vehicle Allowance. If Executive received a cash vehicle allowance as of the Termination Date, Executive shall be entitled to continue to receive such cash vehicle allowance during the Severance Compensation Period in an amount equal to the cash vehicle allowance in place immediately prior to the Termination Date. The allowance shall be paid in equal monthly payments during the Severance Compensation Period.
(e)Outplacement. The Company shall reimburse Executive for expenses incurred for outplacement services during the Severance Compensation Period, up to a maximum aggregate amount of $20,000, which services shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 30 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the
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expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service expenses incurred by Executive on or prior to the last day of the second calendar year following the Termination Year.
(f)Health Care Coverage. During the Health Care Continuation Period, the Company will provide health (including dental) care coverage under the Company’s then-current health care plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the Company determines that continuation of coverage under the Company’s health care plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code or Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care plan, the Company will provide Executive with a monthly payment during the Health Care Continuation Period equal to the employer portion of Executive’s coverage under the health care plan for the month immediately prior to the Termination of Employment.
(g)Life and Accident Insurance. Subject to the terms, limitations and exclusions of the plans of the Company Group for provision of life and accident insurance and the Company Group’s related policies of group insurance, (i) during the Insurance Benefits Period the Company will provide life and accident insurance coverage for Executive comparable to the life and accident insurance coverage that Executive last elected to receive as an employee under the applicable plan for such benefits, subject to modifications from time to time of the coverage available under such plan or related insurance policies that are applicable generally to executive officers of the Company. The cost of providing such insurance will be borne by the Company and Executive in accordance with the Company’s policy then in effect for employee participation in premiums, on substantially the same terms as would be applicable to an executive officer of the Company.
5.Deductions and Taxes. Amounts payable by the Company pursuant to this Agreement shall be paid net of (a) taxes withheld by the Company in accordance with the requirements of law and (b) deductions for the portion of the cost of certain benefits to be borne by Executive pursuant to Section 4. This Agreement is intended to be exempt from or compliant with the requirements of Section 409A, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. Whenever a payment specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years to the extent necessary to comply with Section 409A. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A if Executive is a “specified employee”, any payments to which Executive may become entitled under this Agreement that are subject to Section 409A (and not otherwise exempt from its application) and would otherwise have been paid prior to the six-month anniversary of the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of all such payments in a lump sum. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. To the extent that the right to any payment provides for the deferral of compensation within the meaning of Section 409A, references to Executive’s “termination” or
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“resignation” of employment will be construed to mean Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i). Notwithstanding anything in this Agreement to the contrary, the Company and its successors shall not be liable to Executive or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any amount hereunder is subject to taxes, penalties or interest as a result of failing to comply with Section 409A.
6.Executive’s General Release and Resignations. As a condition to the obligations of the Company to pay severance compensation and provide benefits pursuant to Section 4, a general waiver of claims and release agreement materially consistent with the Company’s standard release and that does not require Executive to agree to an extension of the restrictive covenant time periods under Section 8 or waive Executive’s then-existing rights to severance or indemnification (the “Release”) shall be timely executed and delivered to the Company by Executive, and Executive shall not thereafter revoke the Release. If Executive fails to execute, or if Executive revokes, the Release, no payments or benefits shall thereafter be made or provided to Executive pursuant to this Agreement, and Executive shall be required to reimburse to the Company any payments or benefits received by Executive pursuant to this Agreement, but Executive’s obligations pursuant to Sections 7 and 8 shall continue in force.
7.Confidential Information. Executive acknowledges that, by reason of Executive’s employment by and service to the Company, Executive has had and will continue to have access to confidential information of the Company Group, including information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company Group and other distributors, customers, clients, suppliers and others who have business dealings with the Company Group (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Executive covenants that (except in connection with the good faith performance of his duties while employed by the Company) Executive will not, either during or after Executive’s employment by the Company, disclose any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Executive or except as may be required by law or in a judicial or administrative proceeding; provided, however, that Executive may disclose Confidential Information without the prior written authorization of the Company (i) to Executive’s attorneys, financial advisors, accountants and other professional advisors who are bound by obligations of confidentiality, (ii) to Executive’s spouse or immediate family members, provided that such disclosure relates solely to information concerning the terms of Executive’s employment or cessation thereof, including any information concerning compensation, equity or benefits, or (iii) in the enforcement in a court of law or arbitration proceeding of Executive’s rights under this Agreement or any other agreement with the Company Group. If any of Executive’s spouse or immediate family members breach the covenants in this Section 7, Executive will be liable for such breach as if he himself breached this Section 7. Notwithstanding anything to the contrary herein, (a) each of the parties (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; and (b) nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance will Executive be
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authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its Affiliates without the prior written consent of the Company’s General Counsel or other officer designated by the Board.
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)), no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
8.Restrictive Covenants.
(a)Covenant Not to Compete.
(i)Subject to Section 9, Executive agrees that, during Executive’s employment and until Executive’s termination of employment from the Company for any reason, Executive will not, at any time, directly or indirectly, engage in, or have any interest on behalf of Executive or others in any person or business other than the Company (whether as an employee, officer, director, agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant or otherwise) that engages in similar business activities to the Company Group in a particular market and product line, and in the specific geographic areas in which the Company Group is engaged or has been engaged in the preceding 12 months for that particular market and product line (the “Business Activities”).
(ii)Notwithstanding the foregoing, Executive may (A) engage, participate or invest in, or be employed by, an entity that is engaged in the Business Activities (a “Competing Entity”) so long as (1) the Annual Revenues derived by the Company Group from the Business Activities in which the Competing Entity is engaged do not exceed $50 million in the aggregate and (2) the Annual Revenues derived by the Competing Entity from the Business Activities do not exceed $50 million in the aggregate; (B) engage, participate or invest in, or be employed by, a Competing Entity so long as the Business Activities for which Executive has oversight do not exceed five percent (5%) of the total Annual Revenues of such Competing Entity; or (C) acquire solely as an investment not more than two percent (2%) of any class of securities of any Competing Entity if such class of securities is listed on a national securities exchange, so long as Executive remains a passive investor in such entity. For purposes of this Section 8(a)(ii), the term “Annual Revenues” shall mean annual revenues for the most recently completed fiscal year.
(b)Hiring of Employees. During Executive’s employment and for a period of 24 months after the Termination Date (the “Restricted Period”), Executive agrees that Executive will not directly or indirectly solicit for employment, or hire or offer employment to, (i) any employee of the Company Group unless the Company Group first terminates the employment of such employee, or (ii) any person who at any time during the 180-day period prior to the Termination Date was an employee of the Company Group. Notwithstanding the foregoing, the
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provisions of this Section 8(b) shall not be violated by Executive’s general advertising or solicitation not specifically targeted at Company Group-related persons or entities.
(c)Non-Solicitation. Subject to Section 9, during Executive’s employment and until Executive’s termination of employment for any reason, Executive hereby agrees that Executive will not directly or indirectly call on or solicit for the purpose of diverting or taking away from the Company Group (including, by divulging any Confidential Information to any competitor or potential competitor of the Company Group) any person or entity who is at the Termination Date, or at any time during the 12-month period prior to the Termination Date had been, a customer of the Company Group with whom Executive had direct personal contact as a representative of the Company Group or a potential customer whose identity is known to Executive at the Termination Date as one whom the Company Group was actively soliciting as a potential customer within six months prior to the Termination Date.
(d)Return of Company Property. Promptly (and in no event later than 10 days) of either a Termination of Employment or a written request by the Company, Executive will deliver to the person designated by the Company all originals and copies of all documents, information and other property of the Company Group in Executive’s possession, under Executive’s control, or to which Executive may have access. Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any Confidential Information. Executive acknowledges and agrees that Executive’s obligation to return the Company Group’s property shall apply to all property that Executive is aware is in Executive’s possession or control (based upon a diligent search), and the Company acknowledges and agrees that inadvertent or immaterial failures to return property shall not be deemed a breach hereof so long as Executive promptly returns such property to the Company upon becoming aware that such property is in his possession or control.
(e)Non-Disparagement. Executive agrees to refrain from engaging in any conduct or making disparaging comments or statements, the purpose or effect of which is to harm the reputation, goodwill, or commercial interests of the Company Group or its officers, directors, owners, agents or current or former employees, or its products or services, to any third party, including, but not limited to, any media outlet, any forms of social media or other method, industry group, financial institution, or current or former employee, consultant, or customer of the Company. The Company will specifically instruct its directors and executive officers to not make disparaging remarks about Executive, including comments about Executive’s employment with or cessation of employment with the Company Group. Notwithstanding any of the covenants in this Section 8(e), Executive, the Company Group, and all parties covered by this Section 8(e) may confer in confidence with legal representatives and make truthful statements to any judicial, regulatory, administrative or other Government Authority.
9.Modification of Restrictive Covenants Following Executive’s Relocation. To the extent that Executive relocates to the Wayne, Pennsylvania metropolitan area, Section 8(a) and Section 8(c) shall be modified to apply during Executive’s employment and the Restricted Period (such modification, the “Restrictive Covenant Modification”). By executing this Agreement, Executive agrees that the Restrictive Covenant Modification shall apply automatically upon Executive’s relocation and shall not require any additional action by either Executive or the Company.
10.Cooperation. Following Termination of Employment, Executive shall cooperate with the Company Group, its officers, employees, agents, affiliates and attorneys (a) in the defense or prosecution of, or in preparation for the defense or prosecution of, any lawsuit, dispute, investigation or other legal proceedings that may be ongoing, anticipated or threatened (“Proceedings”); (b) on any other matter related to the Company or its Affiliates (“Matters”) that arose during the period in which Executive was employed by the Company Group; and (c) in
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responding to any form of media inquiry or in making any form of public comment related to Executive’s employment with the Company Group, including, but not limited to, Executive’s separation from the Company Group. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings and/or Matters as shall from time to time be reasonably requested by the Company, and shall be within Executive’s knowledge. Such cooperation shall be provided by Executive without remuneration, but Executive shall be entitled to reimbursement for all pre-approved reasonable and appropriate expenses Executive incurs in so cooperating, including, by way of example and not by way of limitation, reasonable airplane fares, hotel accommodations, meal charges and other similar expenses to attend Proceedings or Matters outside of the city of Executive’s residence. Further, in the event the Company’s legal counsel determines there is a conflict of interest such that such counsel cannot represent Executive in the subject matter of any cooperation requested by the Company Group, Executive shall be reimbursed for reasonable attorneys’ fees and costs for separate legal representation pre-approved by the Company, subject to Executive’s prompt submission to the Company of invoices to substantiate such expenses; provided that Executive shall be permitted to redact such invoices to preserve attorney client privilege. In the event Executive is made aware of any issue or matter related to the Company Group, is asked by a third party to provide information regarding the Company Group, or is called other than by the Company as a witness to testify in any Proceeding or Matter related to the Company Group, Executive will notify the Company immediately in order to give the Company a reasonable opportunity to respond and/or participate in such Proceeding or Matter, unless Executive is requested or required not to do so by law enforcement or any other governmental agency or authority.
11.Equitable and Other Relief; Consent to Jurisdiction of Pennsylvania Courts.
(a)Executive acknowledges that the restrictions contained in Sections 7 and 8 are reasonable and necessary to protect the legitimate interests of the Company Group, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 7 and 8 will result in irreparable injury to the Company. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.
(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Sections 7 or 8, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Group may be entitled under applicable law. Without limiting the foregoing, Executive also agrees that payment of the compensation and benefits payable under Section 4 may be automatically ceased in the event of a material breach of the covenants of Sections 7 or 8, provided the Company gives Executive written notice of such breach, specifying in reasonable detail the circumstances constituting such material breach, and Executive fails to cease such activity within 15 days after Executive’s receipt of such written notice. In the event that any of the provisions of Sections 7 or 8 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Sections 7 or 8, including any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such
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court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to receive service of any process, pleadings, notices or other papers in a manner provided for in Section 12 for the giving of notices.
12.Notice. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service or by electronic mail, as follows:
Notices sent to the Company should be directed to:
Teleflex Incorporated
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
with a copy (that does not constitute notice) to:
Gillian Emmett Moldowan
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Notices sent to Executive should be directed to Executive at the address on the records of the Company.
or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service or on the date sent by electronic mail (except if not a business day then the next business day), so long as no “bounceback” or similar “undeliverable” message is received by the sender thereof.
13.Governing Law and Venue. This Agreement will be governed by and interpreted under the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Agreement. Except as otherwise provided in this Agreement, venue for actions, claims or proceedings arising out of or relating to any controversy or claim arising under or relating to this Agreement shall be the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction
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or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, and both parties consent to the venue and jurisdiction of these courts.
14.Parties in Interest; Survival. This Agreement, including specifically the covenants of Sections 7 and 8, will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. Executive’s obligations under this Agreement that are intended to survive Termination of Employment, which include Sections 7 and 8, shall survive the Termination Date. This Agreement may not be assigned by Executive. This Agreement may be assigned by the Company.
15.Entire Agreement. This Agreement and the Change of Control Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of Executive’s employment, and such agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Change of Control Severance Agreement or this Agreement, except Executive’s obligations under previously signed or otherwise executed agreements related to inventions, business ideas, confidentiality of corporate information, unfair competition (including but not limited to non-solicitation and non-competition covenants), and arbitration or other dispute resolution programs remain intact.
16.Amendment or Modification. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the party to be charged thereunder. It is the parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment are exempt from or comply with Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, Executive or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).
17.Clawback. The Company has adopted the Teleflex Incorporated Incentive Compensation Clawback Policy (“Clawback Policy”). Executive acknowledges that any incentive-based compensation paid under this Agreement may be subject to the Clawback Policy in accordance with the terms of such Clawback Policy, as the same may be amended from time to time, and any applicable law with respect to the clawback of compensation.
18.Data Protection. By executing this Agreement, Executive hereby consents to the holding and processing of personal data provided by Executive to the Company Group for all purposes necessary for the operation of this Agreement. This includes, but is not limited to, administering and maintaining records regarding Executive; providing information to third party administrators of benefit plans and awards; and providing information to future purchasers of the Company Group or any portion thereof or the business in which Executive works. Executive is hereby advised and directed to refer to any Company Group data protection policy and/or notice from time to time in place for more details about how Executive’s personal data is used.
19.Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application.
20.Counterparts. This Agreement may be executed in one or more counterparts but shall not be effective until each party has executed at least one counterpart. Each such counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
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21.Construction. The following principles of construction will apply to this Agreement:
(a)Unless otherwise expressly stated in connection therewith, a reference in this Agreement to a “Section,” “Exhibit” or “party” refers to a Section of, or an Exhibit or a party to, this Agreement.
(b)The word “including” means “including without limitation.”
22.Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof.
23.Representations and Covenants. In order to induce the Company to enter into this Agreement, Executive represents, warrants and covenants to the Company that Executive has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of Executive’s obligations under this Agreement and such execution, delivery and performance will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Executive is a party or by which Executive is or may be bound or subject, including, but not limited to, any non-competition, non-solicitation, confidentiality or other similar covenant or agreement.
24.Acknowledgement. Executive represents and certifies: that Executive has carefully read and fully understand all of the provisions and effects of this Agreement, and Executive has been given the opportunity to thoroughly discuss all aspects of it with Executive’s personal attorney; that Executive is voluntarily entering into this Agreement; and that neither the Company nor its agents, representatives or attorneys, make any representations concerning the terms or effects of this Agreement other than those contained herein. This Agreement was drafted mutually between the parties and shall not be construed otherwise.
[Signature Page Follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, Executive and the Company have executed the foregoing Senior Executive Officer Severance Agreement.
| EXECUTIVE | TELEFLEX INCORPORATED | ||||
By: | |||||
| Name: Jason Weidman | Name: Andrew Krakauer | ||||
| Title: Director | |||||
| Date: | Date: | ||||
[Signature Page to Senior Executive Officer Severance Agreement]
Exhibit B
EXECUTIVE CHANGE OF CONTROL AGREEMENT
THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made as of April [●], 2026, by and between TELEFLEX INCORPORATED (the “Company”, and together with its subsidiaries and affiliates, the “Company Group”) and Jason Weidman (“Executive”). This Agreement shall be effective as of the Start Date (as defined below), and if Executive’s employment with the Company does not begin on the Start Date, this Agreement shall be void ab initio.
BACKGROUND
A.Executive is to be employed by the Company as its Chief Executive Officer effective as of June 8, 2026 (the “Start Date”).
B.The Company believes that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of Executive to the Company Group without distraction, notwithstanding that the Company could be subject to a Change of Control, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company.
C.In consideration for Executive agreeing to continue in employment with the Company and agreeing to keep Company Group information confidential, the Company agrees that Executive shall receive the compensation set forth in this Agreement in the event Executive’s employment with the Company is terminated without Cause or Executive terminates employment for Good Reason, upon or after a Change of Control.
TERMS
In consideration of the mutual promises, benefits and covenants herein contained, the Company and Executive hereby agree as follows:
1.Definitions. The following terms used in this Agreement with initial capital letters have the respective meanings specified therefor in this Section or as otherwise indicated in this Agreement.
“Anniversary Date” means the date that is twelve (12) full months after the Start Date.
“Base Salary” means the highest annualized base rate of salary paid to Executive in all capacities with the Company Group, together with any and all salary reduction authorized amounts under any of the Company Group’s benefit plans or programs, at the time of the Change of Control or any time thereafter.
“Board” means the Board of Directors of the Company.
“Bonus Plan” means a plan of the Company providing for the payment of a cash bonus to Executive.
“Cause” means (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or (c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company Group taken as a whole. Any determination of Cause by the Company shall not be made until Executive has been given written notice detailing the specific Cause event and, to the extent such Cause event is curable, a period of 10 business days following receipt of such notice to cure such event.
“Change of Control” means one of the following shall have taken place after the date of this Agreement:
(a)any “person” (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than the Company, any majority controlled subsidiary of the Company, or the fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 20% or more of the total voting power of the voting securities of the Company then outstanding and entitled to vote generally in the election of directors of the Company; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Company;
(b)individuals who, as of the beginning of any 24 month period, constitute the Board (as of the Start Date the “Incumbent Board”) cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the Start Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company;
(c)consummation of (i) a merger, consolidation or reorganization of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Company immediately prior to such merger, consolidation or reorganization do not, following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company or (iii) a sale or other disposition of all or substantially all of the assets of the Company, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Company immediately before such sale or other disposition; or
(d)consummation of any other transaction determined by resolution of the Board to constitute a Change of Control.
“Code” means the Internal Revenue Code of 1986, as amended.
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“Disability” means Executive’s continuous illness, injury or incapacity for a period of six consecutive months.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Good Reason” means a Termination of Employment initiated by Executive by Notice of Termination, in accordance with Section 3, upon one or more of the following occurrences; provided that as soon as practicable, but not more than 90 days, after Executive becomes aware of such occurrence and before such Notice of Termination is given, Executive shall have given notice of Good Reason to the Company and the Company shall not have fully corrected the situation within 30 days after such notice of Good Reason:
(e)No longer permitting Executive to work remotely from Executive’s office in California between the Start Date and the Anniversary Date or, beginning on the Anniversary Date, a change of the principal office or workplace assigned to Executive to a location more than 25 miles distant from its location on the date of the Change of Control;
(f)A material reduction of the title, duties, responsibilities, reporting relationship or position of Executive;
(g)Any material breach by the Company Group of the terms of this Agreement, or the Offer Letter Agreement between the Company and Executive, dated April [●], 2026; or
(h)A material reduction of Executive’s Base Salary or a material reduction in Executive’s annual target incentive opportunity.
“Health Care Continuation Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first date on which Executive is eligible to participate in a health care plan maintained by another employer.
“Performance Period” applicable to any Target Amount under a Bonus Plan shall mean the period of time in which the performance goals applicable to the determination of cash bonus awards pursuant to such Bonus Plan are measured.
“Section 409A” means Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder.
“Senior Executive Officer Severance Agreement” means the Senior Executive Officer Severance Agreement between the Company and Executive relating to termination of employment of Executive other than Senior Executive Officer Severance after the occurrence of a Change of Control.
“Severance Compensation Period” means the 36-month period commencing on the day after the Termination Date.
“Target Amount” in respect of a bonus payable to Executive pursuant to any Bonus Plan shall mean the amount specified in the Company’s records pertaining to such Bonus Plan as the
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“target amount” of cash bonus that would be payable to Executive if specified conditions were fulfilled without regard to whether such conditions are actually fulfilled.
“Target Bonus” means the sum of the Target Amounts for the Performance Period of each applicable Bonus Plan in which the Termination Date occurs (or, if higher, in which the Change of Control occurred); provided that, if, as of the Termination Date, a Target Amount has not been determined for the Performance Period in which the Termination Date occurs for any applicable Bonus Plan, the Target Amount for such Bonus Plan shall be the most recent prior Target Amount set for such Bonus Plan.
“Termination Date” means the date specified in a Notice of Termination complying with the provisions of Section 3, as such Notice of Termination may be amended by mutual consent of the parties, which date shall be the date Executive’s Termination of Employment occurs.
“Termination of Employment” means the termination of Executive’s active employment relationship with the Company for any reason. Executive’s Termination of Employment for all purposes under this Agreement that are in relation to a payment subject to Section 409A will be determined to have occurred in accordance with the “separation from service” requirements of Section 409A.
“Termination in Connection with a Change of Control” means a Termination of Employment either:
(a)initiated by the Company for any reason other than Disability or Cause within the 90-day period immediately preceding, upon or within two years after a Change of Control; or
(b)initiated by Executive for Good Reason within two years after a Change of Control.
“Termination Year” means the year in which Executive’s Termination Date occurs.
2.Continued Employment of Executive. The parties acknowledge that Executive’s employment by the Company is at will and, except as the parties may hereafter agree in writing, such employment may be terminated by either party at any time, subject only to the giving of prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving Executive any right to continue in the employ of the Company.
3.Notice of Termination. The party initiating any Termination of Employment shall give written notice thereof to the other party (a “Notice of Termination”) in accordance with Section 15. A Notice of Termination shall (a) state with reasonable particularity the reasons for such Termination of Employment, if any, that are relevant to Executive’s right to receive compensation and benefits pursuant to this Agreement and (b) specify the date such Termination of Employment shall become effective. Upon Termination of Employment, regardless of the reason for the termination or whether the employment relationship is terminated by Executive or by the Company, Executive shall automatically be deemed to have resigned from all positions that Executive holds as an officer or, to the extent applicable, as a member of the Board (or a committee thereof) or any similar governing body of the Company or any of its subsidiaries or affiliates, effective as of the date of Executive’s Termination of Employment.
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4.Compensation upon Termination in Connection with a Change of Control. Upon any Termination of Employment, Executive shall be entitled to any earned but unpaid Base Salary through the Termination Date (paid promptly following the Termination Date) and such other vested benefits as may be due to Executive as governed by the terms and conditions of any applicable plan of the Company Group. Subject to the terms of this Agreement, in the event of Executive’s Termination in Connection with a Change of Control, Executive will receive from the Company the following payments and benefits:
(a)Cash Bonuses for Years Preceding the Termination Year. Executive shall receive all unpaid amounts for bonuses awarded to Executive pursuant to any Bonus Plan for Performance Periods that ended on or prior to the Termination Date, which amounts shall be paid on the later of (i) the date the amount is payable under the terms of the Bonus Plan, or (ii) two and one-half months following the end of the end of the calendar year for which the award was granted. If no bonus was awarded to Executive pursuant to any Bonus Plan for the most recent Performance Period that ended immediately prior to the Termination Date, Executive shall receive a lump sum cash payment equal to the sum of the Target Amounts under each such Bonus Plan, which amount shall be paid promptly following the Termination Date.
(b)Cash Bonuses for the Termination Year. Promptly following the Termination Date, the Company shall pay the Executive a lump sum cash payment equal to a pro-rated amount of the Target Bonus. The pro-rated Target Bonus shall be computed by (x) multiplying each Target Amount making up the Target Bonus by a fraction (i) the numerator of which is the number of days from the first day of the Performance Period for such Target Amount in effect when the Termination Date occurs through the Termination Date, and (ii) the denominator of which is the total number of days in such Performance Period, and (y) adding up the products of such calculations to create a sum (which such sum is the pro-rated Target Bonus).
(c)Continuation of Base Salary. The Company will continue during the Severance Compensation Period to pay Executive’s Base Salary as in effect immediately prior to the Termination Date (or, if higher, as in effect immediately prior to the Change of Control) in accordance with the Company’s standard payroll procedures.
(d)Bonus Severance. Promptly following the Termination Date, the Company shall pay the Executive a lump sum cash payment equal to 300% of (i) the Target Bonus plus (ii) in the event Executive was a participant in the Teleflex Incorporated Deferred Compensation Plan or its successor plan, the employer contributions with which Executive would have been credited under such plan for the plan year that includes the Termination Date (or, if higher, the plan year that includes the Change of Control Date).
(e)Vehicle Allowance. If Executive received a cash vehicle allowance as of the Termination Date, Executive shall be entitled to continue to receive such cash vehicle allowance during the Severance Compensation Period in an amount equal to the cash vehicle allowance in place immediately prior to the Termination Date. The allowance shall be paid in equal monthly payments during the Severance Compensation Period.
(f)Outplacement. The Company shall reimburse Executive for expenses incurred for outplacement services during the Severance Compensation Period, up to a maximum aggregate amount of $20,000, which services shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 30 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service expenses incurred by Executive on or prior to the last day of the third calendar year following the Termination Year.
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(g)Health Care Coverage. During the Health Care Continuation Period, the Company will provide health (including dental) care coverage under the Company’s then-current health care plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the Company determines that continuation of coverage under the Company’s health care plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code or Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care plan, the Company will provide Executive with a monthly payment during the Health Care Continuation Period equal to the employer portion of Executive’s coverage under the health care plan for the month immediately prior to the Termination of Employment.
(h)Equity Awards. All Company stock options and restricted stock held by Executive as of Executive’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide.
5.Deductions and Taxes. Amounts payable by the Company pursuant to this Agreement shall be paid net of (a) taxes withheld by the Company in accordance with the requirements of law and (b) deductions for the portion of the cost of certain benefits to be borne by Executive pursuant to Section 4. This Agreement is intended to be exempt from or compliant with the requirements of Section 409A, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. Whenever a payment specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years to the extent necessary to comply with Section 409A. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A if Executive is a “specified employee”, any payments to which Executive may become entitled under this Agreement that are subject to Section 409A (and not otherwise exempt from its application) and would otherwise have been paid prior to the six-month anniversary of the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of all such payments in a lump sum. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. To the extent that the right to any payment provides for the deferral of compensation within the meaning of Section 409A, references to Executive’s “termination” or “resignation” of employment will be construed to mean Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i). Notwithstanding anything in this Agreement to the contrary, the Company and its successors shall not be liable to Executive or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any amount hereunder is subject to taxes, penalties or interest as a result of failing to comply with Section 409A.
6.Executive’s General Release and Resignations. As a condition to the obligations of the Company to pay severance compensation and provide benefits pursuant to Section 4, a
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general waiver of claims and release agreement materially consistent with the Company’s standard release and that does not require Executive to agree to an extension of the restrictive covenants to which Executive is then subject or to waive Executive’s then-existing rights to severance or indemnification (the “Release”) shall be timely executed and delivered to the Company by Executive, and Executive shall not thereafter revoke the Release.
7.Limitations on Certain Payments.
(a)Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and it is determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then, if the aggregate present value of such Payments exceeds 2.99 times Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code (the “Base Amount”), the Payments constituting “parachute payments” that would otherwise be payable to or for the benefit of Executive shall be reduced to the extent necessary so that such “parachute payments” are equal to 2.99 times the Base Amount (the “Reduced Amount”); provided that such Payments shall not be so reduced if the Company determines, based upon the advice of the Accounting Firm (as defined below), that without such reduction Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon his receipt of the Reduced Amount.
(b)If the determination made pursuant to Section 7(a) results in a reduction of the Payments that would otherwise be paid to Executive except for the application of Section 7(a), then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of equity-based awards (if applicable); reduction of employee benefits. In the event that acceleration of vesting of equity-based awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity-based award.
(c)All determinations to be made under this Section 7 shall be made by the Company’s independent public accountants immediately prior to the Change of Control or by another independent public accounting firm mutually selected by the Company and Executive before the date of the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and Executive within 20 days after the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and Executive.
(d)All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 7 shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 7, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.
(e)As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company that should not have been made under this Section 7 (“Overpayment”) or that additional payments that are not made by the Company under this Section 7 should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive, which
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Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.
8.Confidential Information. Executive acknowledges that, by reason of Executive’s employment by and service to the Company, Executive has had and will continue to have access to confidential information of the Company Group, including information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company Group and other distributors, customers, clients, suppliers and others who have business dealings with the Company Group (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Executive covenants that (except in connection with the good faith performance of his duties while employed by the Company) Executive will not, either during or after Executive’s employment by the Company, disclose any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Executive or except as may be required by law or in a judicial or administrative proceeding; provided, however, that Executive may disclose Confidential Information without the prior written authorization of the Company (i) to Executive’s attorneys, financial advisors, accountants and other professional advisors who are bound by obligations of confidentiality, (ii) to Executive’s spouse or immediate family members, provided that such disclosure relates solely to information concerning the terms of Executive’s employment or cessation thereof, including any information concerning compensation, equity or benefits, or (iii) in the enforcement in a court of law or arbitration proceeding of Executive’s rights under this Agreement or any other agreement with the Company Group. If any of Executive’s spouse or immediate family members breach the covenants in this Section 8, Executive will be liable for such breach as if he himself breached this Section 8. Notwithstanding anything to the contrary herein, (a) each of the parties (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; and (b) nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its Affiliates without the prior written consent of the Company’s General Counsel or other officer designated by the Board.
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)), no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or
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other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
9.Equitable and Other Relief; Consent to Jurisdiction of Pennsylvania Courts.
(a)Executive acknowledges that the restrictions contained in Section 8 are reasonable and necessary to protect the legitimate interests of the Company Group, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Section 8 will result in irreparable injury to the Company. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.
(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 8, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Group may be entitled under applicable law. In the event that any of the provisions of Section 8 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 8, including any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to receive service of any process, pleadings, notices or other papers in a manner provided for in Section 15 for the giving of notices.
10.Other Payments and Indemnification. The payments due under Section 4 shall be in addition to and not in lieu of any payments or benefits due to Executive under any other plan, policy or program of the Company. In addition, Executive shall continue to be covered by any policy of insurance providing indemnification rights for service as an officer and director of the Company and to all other rights to indemnification provided by the Company, in each case at least as favorable as applicable to Executive on the date of this Agreement.
11.Enforcement. It is the intent of the parties that Executive not be required to incur any expenses associated with the enforcement of Executive’s rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, the Company shall pay Executive on demand the amount necessary to reimburse Executive in full for all expenses (including all reasonable attorneys’ fees and legal expenses) incurred by Executive in attempting to enforce any of the obligations of the Company under this
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Agreement, without regard to outcome, unless the lawsuit brought by Executive is determined to be frivolous by a court of final jurisdiction. The Company shall reimburse Executive for expenses under this Section 11 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Executive for expenses as set forth in this Section 11. The Company shall not be obligated to pay any such expenses for which Executive fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Executive’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.
12.No Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.
13.No Set-Off. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right that the Company may have against Executive or others.
14.Term of Agreement. The term of this Agreement shall be for three years from the Start Date and shall be automatically renewed for successive one-year periods unless the Company notifies Executive in writing that this Agreement will not be renewed at least 60 days prior to the end of the current term; provided, however, that (a) this Agreement shall remain in effect for at least two years after a Change of Control occurring during the term of this Agreement and shall remain in effect until all of the obligations of the parties hereunder are satisfied, and (b) this Agreement shall terminate if, prior to but not in contemplation of a Change of Control, the employment of Executive with the Company Group shall terminate for any reason.
15.Notice. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service or by electronic mail, as follows:
Notices sent to the Company should be directed to:
Teleflex Incorporated
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
with a copy (that does not constitute notice) to:
Gillian Emmett Moldowan
Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
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425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Notices sent to Executive should be directed to Executive at the address on the records of the Company.
or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service or on the date sent by electronic mail (except if not a business day then the next business day), so long as no “bounceback” or similar “undeliverable” message is received by the sender thereof.
16.Governing Law and Venue. This Agreement will be governed by and interpreted under the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Agreement. Except as otherwise provided in this Agreement, venue for actions, claims or proceedings arising out of or relating to any controversy or claim arising under or relating to this Agreement shall be the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, and both parties consent to the venue and jurisdiction of these courts.
17.Parties in Interest; Survival. This Agreement, including specifically the covenants of Section 8, will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. Executive’s obligations under this Agreement that are intended to survive Termination of Employment, which include Section 8, shall survive the Termination Date. This Agreement may not be assigned by Executive. This Agreement may be assigned by the Company.
18.Entire Agreement. This Agreement and the Senior Executive Officer Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of Executive’s Employment, and such agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Senior Executive Officer Severance Agreement or this Agreement, except Executive’s obligations under previously signed or otherwise executed agreements related to inventions, business ideas, confidentiality of corporate information, unfair competition (including but not limited to non-solicitation and non-competition covenants), and arbitration or other dispute resolution programs remain intact.
19.Amendment or Modification. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the party to be charged thereunder. It is the parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment are exempt from or comply with Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, Executive or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).
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20.Clawback. The Company has adopted the Teleflex Incorporated Incentive Compensation Clawback Policy (“Clawback Policy”). Executive acknowledges that any incentive-based compensation paid under this Agreement may be subject to the Clawback Policy in accordance with the terms of such Clawback Policy, as the same may be amended from time to time, and any applicable law with respect to the clawback of compensation.
21.Data Protection. By executing this Agreement, Executive hereby consents to the holding and processing of personal data provided by Executive to the Company Group for all purposes necessary for the operation of this Agreement. This includes, but is not limited to, administering and maintaining records regarding Executive; providing information to third party administrators of benefit plans and awards; and providing information to future purchasers of the Company Group or any portion thereof or the business in which Executive works. Executive is hereby advised and directed to refer to any Company Group data protection policy and/or notice from time to time in place for more details about how Executive’s personal data is used.
22.Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application.
23.Counterparts. This Agreement may be executed in one or more counterparts but shall not be effective until each party has executed at least one counterpart. Each such counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
24.Construction. The following principles of construction will apply to this Agreement:
(a)Unless otherwise expressly stated in connection therewith, a reference in this Agreement to a “Section,” “Exhibit” or “party” refers to a Section of, or an Exhibit or a party to, this Agreement.
(b)The word “including” means “including without limitation.”
25.Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof.
26.Representations and Covenants. In order to induce the Company to enter into this Agreement, Executive represents, warrants and covenants to the Company that Executive has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of Executive’s obligations under this Agreement and such execution, delivery and performance will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Executive is a party or by which Executive is or may be bound or subject, including, but not limited to, any non-competition, non-solicitation, confidentiality or other similar covenant or agreement.
27.Acknowledgement. Executive represents and certifies: that Executive has carefully read and fully understand all of the provisions and effects of this Agreement, and Executive has been given the opportunity to thoroughly discuss all aspects of it with Executive’s personal attorney; that Executive is voluntarily entering into this Agreement; and that neither the Company nor its agents, representatives or attorneys, make any representations concerning the
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terms or effects of this Agreement other than those contained herein. This Agreement was drafted mutually between the parties and shall not be construed otherwise.
28.Remedies Cumulative; No Waiver. No right conferred upon Executive by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by Executive in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, including, without limitation, any delay by Executive in delivering a Notice of Termination pursuant to Section 3 after an event has occurred that would, if Executive had resigned, have constituted a Termination in Connection with a Change of Control pursuant to Section 1.
[Signature Page Follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, Executive and the Company have executed the foregoing Executive Change of Control Agreement.
| EXECUTIVE | TELEFLEX INCORPORATED | ||||
By: | |||||
| Name: Jason Weidman | Name: Andrew Krakauer | ||||
| Title: Director | |||||
| Date: | Date: | ||||
[Signature Page to Executive Change of Control Agreement]
Exhibit C
RELOCATION AND TEMPORARY HOUSING BENEFIT SUMMARY
Temporary Housing and Travel:
For the period beginning on your Start Date and ending no later than the Anniversary Date, the Company will offer the following:
•Reimburse your expenses from the Start Date to the Anniversary Date during the Relocation Transition Period for a fully furnished two-bedroom apartment near the Company’s headquarters in Wayne, Pennsylvania.
•Reimburse your travel expenses for business-related travel, including business travel between your office in California and the Company’s headquarters in Wayne, Pennsylvania.
•The Company will reimburse you for vehicle rental or other car service expenses during your time in Wayne, Pennsylvania. Such vehicle rental reimbursement will be instead of any car allowance you would otherwise be entitled to under the Company’s executive compensation benefits program.
Relocation Benefits:
In connection with your relocation to Wayne, Pennsylvania, which must occur no later than 24-months after the Start Date, the Company will:
•Assign a relocation company to assist with the transition for you and your family. The Company currently uses the firm ARIES.
•With regard to the sale of your current primary residence, we will:
oReimburse real estate agent fees up to 6% of the sales price and all normal seller title and closing costs; and
oReimburse customary costs to move your household goods, including packing and shipping expenses, and shipping of up to two cars.
•Reimburse up to two house hunting trips to the Wayne, Pennsylvania area for you and your immediate family.
•With regard to your purchase of a primary residence in the Wayne, Pennsylvania area, we will reimburse normal closing costs, including legal fees, appraisal fees, mortgage application fees, title searches, and similar fees and expenses. The Company will not reimburse points to buy down interest rates, normal seller expenses, or private mortgage insurance (PMI).
•Reimburse up to $15,000 for non-covered expenses related to your relocation.
•Gross up all covered relocation expenses that are included in your income for tax purposes.
All expenses with respect to the Relocation Benefits must be incurred no later than 24 months after your Start Date. Notwithstanding the additional time after the Anniversary Date that the Company is granting you to relocate your primary residence, beginning on the Anniversary Date, your primary place of employment will be the Company’s headquarters in Wayne, Pennsylvania, as set forth in the Offer Letter.
If your employment terminates for any reason other than due to your resignation for Good Reason or your termination of employment by the Company without Cause within two years after the Anniversary Date, you will be required to repay the Relocation Benefits you have received, including any tax assistance. By your signature on the Offer Letter, you agree to repay such amount to the Company no later than thirty (30) days after the effective date of your termination. You further authorize the Company to deduct the repayment amount from any wages or other payments owed to you by the Company (including, without limitation, a final paycheck or severance entitlements) any amount you owe the Company hereunder.
Any reimbursements payable to you under this Exhibit C will be paid to you no later than December 31st of the calendar year in which the expense was incurred. You will submit for reimbursement promptly following the date the expense is incurred. Your right to reimbursement under this Offer Letter will not be subject to liquidation or exchange for another benefit.
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Exhibit 10.2
SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT
THIS SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT (this “Agreement”) is made as of April 28, 2026, by and between TELEFLEX INCORPORATED (the “Company”, and together with its subsidiaries and affiliates, the “Company Group”) and Jason Weidman (“Executive”). This Agreement shall be effective as of the Start Date (as defined below), and if Executive’s employment with the Company does not begin on the Start Date, this Agreement shall be void ab initio.
BACKGROUND
A. Executive is to be employed by the Company as its Chief Executive Officer effective as of June 8, 2026 (the “Start Date”).
B. The purpose of this Agreement is to provide for certain severance compensation and benefits to be paid or provided to Executive in the event of the termination of Executive’s employment under circumstances specified herein and to provide also for certain commitments by Executive respecting the Company Group.
TERMS
In consideration of the mutual promises, benefits and covenants herein contained, the Company and Executive hereby agree as follows:
1.Definitions. The following terms used in this Agreement with initial capital letters have the respective meanings specified therefor in this Section or as otherwise indicated in this Agreement.
“Anniversary Date” means the date that is twelve (12) full months after the Start Date.
“Annual Incentive Plan” means the Management Incentive Plan (MIP) or Executive Incentive Plan (EIP) of the Company providing for the payment of annual bonuses to certain employees of the Company Group, including Executive, as such plans may be amended from time to time or, if such plans shall be discontinued, any similar plan or plans of the Company Group in effect at any relevant time and in which Executive is a participant.
“Base Salary” means the annualized base rate of salary paid to Executive as such may be in effect from time to time.
“Board” means the Board of Directors of the Company.
“Cause” means (a) misappropriation of funds or any other act by Executive involving fraud or dishonesty, (b) conviction of or plea of guilty or nolo contendre of a crime involving moral turpitude or any felony or any material breach by Executive of any securities or other law or regulation or any Company policy, or (c) gross negligence in the performance of duties, which
gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company Group taken as a whole, the willful or repeated refusal or failure substantially to perform Executive’s material obligations and duties hereunder or those reasonably directed by the Board (except in connection with a Disability) or the carrying out by Executive of any activity, or Executive making any public statement, which prejudices or reduces the good name and standing of the Company Group. Any determination of Cause by the Company shall not be made until Executive has been given written notice detailing the specific Cause event and, to the extent such Cause event is curable, a period of 10 business days following receipt of such notice to cure such event.
“Change of Control Severance Agreement” means the Executive Change of Control Agreement between the Company and Executive relating to termination of employment of Executive after the occurrence of a Change of Control (as defined in such agreement).
“Code” means the Internal Revenue Code of 1986, as amended.
“Disability” means Executive’s continuous illness, injury or incapacity for a period of six consecutive months.
“Good Reason” means a Termination of Employment initiated by Executive by Notice of Termination, in accordance with Section 3, upon one or more of the following occurrences; provided that as soon as practicable, but not more than 90 days, after Executive becomes aware of such occurrence and before such Notice of Termination is given, Executive shall have given notice of Good Reason to the Company and the Company shall not have fully corrected the situation within 30 days after such notice of Good Reason:
(a)No longer permitting Executive to work remotely from Executive’s office in California between the Start Date and the Anniversary Date or, beginning on the Anniversary Date, a change of the principal office or workplace assigned to Executive to a location more than 25 miles distant from its location immediately prior to such change;
(b)A material reduction by the Company of the title, duties, responsibilities, reporting relationship or position of Executive; provided that if the Company sells or otherwise disposes of any part of its business or assets or otherwise diminishes or changes the character of its business, the change in the magnitude or character of the Company’s business resulting therefrom will not itself be deemed to be a reduction of Executive’s responsibilities, authority or status within the meaning of this clause (b);
(c)Any material breach by the Company Group of the terms of this Agreement, or the Offer Letter Agreement between the Company and Executive, dated April 26, 2026; or
(d)A material reduction of Executive’s Base Salary or a material reduction in Executive’s annual target incentive opportunity under the Annual Incentive Plan.
“Health Care Continuation Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first date on which Executive is eligible to participate in a health care plan maintained by another employer.
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“Insurance Benefits Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first date on which Executive is eligible to participate in a life and/or accident insurance plan maintained by another employer.
“Performance Period” means, with respect to any compensation payable (in cash or other property) the amount or value of which is determined by reference to the performance of participants or the Company or the fulfillment of specified conditions or goals, the period of time over which such performance is measured or the period of time in which such conditions or performance goals must be fulfilled.
“Section 409A” means Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder.
“Severance Compensation Period” means the 24-month period commencing on the day after the Termination Date.
“Termination Date” means the date specified in a Notice of Termination complying with the provisions of Section 3, as such Notice of Termination may be amended by mutual consent of the parties, which date shall be the date Executive’s Termination of Employment occurs.
“Termination of Employment” means the termination of Executive’s active employment relationship with the Company for any reason, other than a cessation occurring (a) by reason of Executive’s death or Disability or (b) under circumstances that would entitle Executive to receive compensation and benefits pursuant to the Change of Control Severance Agreement. Executive’s Termination of Employment for all purposes under this Agreement that are in relation to a payment subject to Section 409A will be determined to have occurred in accordance with the “separation from service” requirements of Section 409A.
“Termination Year” means the year in which Executive’s Termination Date occurs.
2.Continued Employment of Executive. The parties acknowledge that Executive’s employment by the Company is at will and, except as the parties may hereafter agree in writing, such employment may be terminated by either party at any time, subject only to the giving of prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving Executive any right to continue in the employ of the Company.
3.Notice of Termination. The party initiating any Termination of Employment shall give written notice thereof to the other party (a “Notice of Termination”) in accordance with Section 12. A Notice of Termination shall (a) state with reasonable particularity the reasons for such Termination of Employment, if any, that are relevant to Executive’s right to receive compensation and benefits pursuant to this Agreement and (b) specify the date such Termination of Employment shall become effective; provided that Executive shall give the Company at least 30 days’ prior notice. Upon Termination of Employment, regardless of the reason for the termination or whether the employment relationship is terminated by Executive or by the Company, Executive shall automatically be deemed to have resigned from all positions that Executive holds as an officer or, to the extent applicable, as a member of the Board (or a committee thereof) or any similar governing body of the Company or any of its subsidiaries or
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affiliates, effective as of the date of Executive’s Termination of Employment, and Executive shall execute all documentation requested by the Company to evidence such resignation.
4.Compensation upon Termination of Employment. Upon any Termination of Employment, Executive shall be entitled to any earned but unpaid Base Salary through the Termination Date (paid promptly following the Termination Date) and such other vested benefits as may be due to Executive as governed by the terms and conditions of any applicable plan of the Company Group. Subject to the terms of this Agreement, upon Termination of Employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason, Executive will receive from the Company the following payments and benefits:
(a)Cash Bonuses for Years Preceding the Termination Year. If any cash bonus pursuant to the Annual Incentive Plan in respect of a Performance Period that ended before the Termination Year shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the latest of (i) the 60th day following the Termination Date, (ii) the date that is two and one-half months following the end of the Performance Period, or (iii) the date the bonus is payable in accordance with the terms of the Annual Incentive Plan.
(b)Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date. If the Termination Date occurs before the last day, but after completion of at least six months, of a Performance Period under the Annual Incentive Plan, the Company will pay Executive the Prorated Amount of Executive’s award under the Annual Incentive Plan for that Performance Period. The amount of the award, from which the Prorated Amount is derived, shall be determined based on the degree to which each performance goal on which such award is based has been achieved at the end of the Performance Period (provided that any individual performance component shall be equal to the target award amount for such component). The “Prorated Amount” of the award means an amount equal to the portion of the award that bears the same ratio to the amount of the award as the portion of such Performance Period expired immediately before the Termination Date bears to the entire period of such Performance Period. The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the latest of (i) the 60th day following the Termination Date, (ii) the date that is two and one-half months following the end of the Performance Period, or (iii) the date the bonus is payable in accordance with the terms of the Annual Incentive Plan.
(c)Continuation of Base Salary. The Company will continue during the Severance Compensation Period to pay Executive’s Base Salary as in effect immediately prior to the Termination Date in accordance with the Company’s standard payroll procedures beginning on the 60th day following the Termination Date.
(d)Vehicle Allowance. If Executive received a cash vehicle allowance as of the Termination Date, Executive shall be entitled to continue to receive such cash vehicle allowance during the Severance Compensation Period in an amount equal to the cash vehicle allowance in place immediately prior to the Termination Date. The allowance shall be paid in equal monthly payments during the Severance Compensation Period.
(e)Outplacement. The Company shall reimburse Executive for expenses incurred for outplacement services during the Severance Compensation Period, up to a maximum aggregate amount of $20,000, which services shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 30 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the
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expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service expenses incurred by Executive on or prior to the last day of the second calendar year following the Termination Year.
(f)Health Care Coverage. During the Health Care Continuation Period, the Company will provide health (including dental) care coverage under the Company’s then-current health care plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the Company determines that continuation of coverage under the Company’s health care plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code or Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care plan, the Company will provide Executive with a monthly payment during the Health Care Continuation Period equal to the employer portion of Executive’s coverage under the health care plan for the month immediately prior to the Termination of Employment.
(g)Life and Accident Insurance. Subject to the terms, limitations and exclusions of the plans of the Company Group for provision of life and accident insurance and the Company Group’s related policies of group insurance, (i) during the Insurance Benefits Period the Company will provide life and accident insurance coverage for Executive comparable to the life and accident insurance coverage that Executive last elected to receive as an employee under the applicable plan for such benefits, subject to modifications from time to time of the coverage available under such plan or related insurance policies that are applicable generally to executive officers of the Company. The cost of providing such insurance will be borne by the Company and Executive in accordance with the Company’s policy then in effect for employee participation in premiums, on substantially the same terms as would be applicable to an executive officer of the Company.
5.Deductions and Taxes. Amounts payable by the Company pursuant to this Agreement shall be paid net of (a) taxes withheld by the Company in accordance with the requirements of law and (b) deductions for the portion of the cost of certain benefits to be borne by Executive pursuant to Section 4. This Agreement is intended to be exempt from or compliant with the requirements of Section 409A, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. Whenever a payment specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years to the extent necessary to comply with Section 409A. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A if Executive is a “specified employee”, any payments to which Executive may become entitled under this Agreement that are subject to Section 409A (and not otherwise exempt from its application) and would otherwise have been paid prior to the six-month anniversary of the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of all such payments in a lump sum. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. To the extent that the right to any payment provides for the deferral of compensation within the meaning of Section 409A, references to Executive’s “termination” or
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“resignation” of employment will be construed to mean Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i). Notwithstanding anything in this Agreement to the contrary, the Company and its successors shall not be liable to Executive or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any amount hereunder is subject to taxes, penalties or interest as a result of failing to comply with Section 409A.
6.Executive’s General Release and Resignations. As a condition to the obligations of the Company to pay severance compensation and provide benefits pursuant to Section 4, a general waiver of claims and release agreement materially consistent with the Company’s standard release and that does not require Executive to agree to an extension of the restrictive covenant time periods under Section 8 or waive Executive’s then-existing rights to severance or indemnification (the “Release”) shall be timely executed and delivered to the Company by Executive, and Executive shall not thereafter revoke the Release. If Executive fails to execute, or if Executive revokes, the Release, no payments or benefits shall thereafter be made or provided to Executive pursuant to this Agreement, and Executive shall be required to reimburse to the Company any payments or benefits received by Executive pursuant to this Agreement, but Executive’s obligations pursuant to Sections 7 and 8 shall continue in force.
7.Confidential Information. Executive acknowledges that, by reason of Executive’s employment by and service to the Company, Executive has had and will continue to have access to confidential information of the Company Group, including information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company Group and other distributors, customers, clients, suppliers and others who have business dealings with the Company Group (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Executive covenants that (except in connection with the good faith performance of his duties while employed by the Company) Executive will not, either during or after Executive’s employment by the Company, disclose any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Executive or except as may be required by law or in a judicial or administrative proceeding; provided, however, that Executive may disclose Confidential Information without the prior written authorization of the Company (i) to Executive’s attorneys, financial advisors, accountants and other professional advisors who are bound by obligations of confidentiality, (ii) to Executive’s spouse or immediate family members, provided that such disclosure relates solely to information concerning the terms of Executive’s employment or cessation thereof, including any information concerning compensation, equity or benefits, or (iii) in the enforcement in a court of law or arbitration proceeding of Executive’s rights under this Agreement or any other agreement with the Company Group. If any of Executive’s spouse or immediate family members breach the covenants in this Section 7, Executive will be liable for such breach as if he himself breached this Section 7. Notwithstanding anything to the contrary herein, (a) each of the parties (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; and (b) nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance will Executive be
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authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its Affiliates without the prior written consent of the Company’s General Counsel or other officer designated by the Board.
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)), no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
8.Restrictive Covenants.
(a)Covenant Not to Compete.
(i)Subject to Section 9, Executive agrees that, during Executive’s employment and until Executive’s termination of employment from the Company for any reason, Executive will not, at any time, directly or indirectly, engage in, or have any interest on behalf of Executive or others in any person or business other than the Company (whether as an employee, officer, director, agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant or otherwise) that engages in similar business activities to the Company Group in a particular market and product line, and in the specific geographic areas in which the Company Group is engaged or has been engaged in the preceding 12 months for that particular market and product line (the “Business Activities”).
(ii)Notwithstanding the foregoing, Executive may (A) engage, participate or invest in, or be employed by, an entity that is engaged in the Business Activities (a “Competing Entity”) so long as (1) the Annual Revenues derived by the Company Group from the Business Activities in which the Competing Entity is engaged do not exceed $50 million in the aggregate and (2) the Annual Revenues derived by the Competing Entity from the Business Activities do not exceed $50 million in the aggregate; (B) engage, participate or invest in, or be employed by, a Competing Entity so long as the Business Activities for which Executive has oversight do not exceed five percent (5%) of the total Annual Revenues of such Competing Entity; or (C) acquire solely as an investment not more than two percent (2%) of any class of securities of any Competing Entity if such class of securities is listed on a national securities exchange, so long as Executive remains a passive investor in such entity. For purposes of this Section 8(a)(ii), the term “Annual Revenues” shall mean annual revenues for the most recently completed fiscal year.
(b)Hiring of Employees. During Executive’s employment and for a period of 24 months after the Termination Date (the “Restricted Period”), Executive agrees that Executive will not directly or indirectly solicit for employment, or hire or offer employment to, (i) any employee of the Company Group unless the Company Group first terminates the employment of such employee, or (ii) any person who at any time during the 180-day period prior to the Termination Date was an employee of the Company Group. Notwithstanding the foregoing, the
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provisions of this Section 8(b) shall not be violated by Executive’s general advertising or solicitation not specifically targeted at Company Group-related persons or entities.
(c)Non-Solicitation. Subject to Section 9, during Executive’s employment and until Executive’s termination of employment for any reason, Executive hereby agrees that Executive will not directly or indirectly call on or solicit for the purpose of diverting or taking away from the Company Group (including, by divulging any Confidential Information to any competitor or potential competitor of the Company Group) any person or entity who is at the Termination Date, or at any time during the 12-month period prior to the Termination Date had been, a customer of the Company Group with whom Executive had direct personal contact as a representative of the Company Group or a potential customer whose identity is known to Executive at the Termination Date as one whom the Company Group was actively soliciting as a potential customer within six months prior to the Termination Date.
(d)Return of Company Property. Promptly (and in no event later than 10 days) of either a Termination of Employment or a written request by the Company, Executive will deliver to the person designated by the Company all originals and copies of all documents, information and other property of the Company Group in Executive’s possession, under Executive’s control, or to which Executive may have access. Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any Confidential Information. Executive acknowledges and agrees that Executive’s obligation to return the Company Group’s property shall apply to all property that Executive is aware is in Executive’s possession or control (based upon a diligent search), and the Company acknowledges and agrees that inadvertent or immaterial failures to return property shall not be deemed a breach hereof so long as Executive promptly returns such property to the Company upon becoming aware that such property is in his possession or control.
(e)Non-Disparagement. Executive agrees to refrain from engaging in any conduct or making disparaging comments or statements, the purpose or effect of which is to harm the reputation, goodwill, or commercial interests of the Company Group or its officers, directors, owners, agents or current or former employees, or its products or services, to any third party, including, but not limited to, any media outlet, any forms of social media or other method, industry group, financial institution, or current or former employee, consultant, or customer of the Company. The Company will specifically instruct its directors and executive officers to not make disparaging remarks about Executive, including comments about Executive’s employment with or cessation of employment with the Company Group. Notwithstanding any of the covenants in this Section 8(e), Executive, the Company Group, and all parties covered by this Section 8(e) may confer in confidence with legal representatives and make truthful statements to any judicial, regulatory, administrative or other Government Authority.
9.Modification of Restrictive Covenants Following Executive’s Relocation. To the extent that Executive relocates to the Wayne, Pennsylvania metropolitan area, Section 8(a) and Section 8(c) shall be modified to apply during Executive’s employment and the Restricted Period (such modification, the “Restrictive Covenant Modification”). By executing this Agreement, Executive agrees that the Restrictive Covenant Modification shall apply automatically upon Executive’s relocation and shall not require any additional action by either Executive or the Company.
10.Cooperation. Following Termination of Employment, Executive shall cooperate with the Company Group, its officers, employees, agents, affiliates and attorneys (a) in the defense or prosecution of, or in preparation for the defense or prosecution of, any lawsuit, dispute, investigation or other legal proceedings that may be ongoing, anticipated or threatened (“Proceedings”); (b) on any other matter related to the Company or its Affiliates (“Matters”) that arose during the period in which Executive was employed by the Company Group; and (c) in
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responding to any form of media inquiry or in making any form of public comment related to Executive’s employment with the Company Group, including, but not limited to, Executive’s separation from the Company Group. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings and/or Matters as shall from time to time be reasonably requested by the Company, and shall be within Executive’s knowledge. Such cooperation shall be provided by Executive without remuneration, but Executive shall be entitled to reimbursement for all pre-approved reasonable and appropriate expenses Executive incurs in so cooperating, including, by way of example and not by way of limitation, reasonable airplane fares, hotel accommodations, meal charges and other similar expenses to attend Proceedings or Matters outside of the city of Executive’s residence. Further, in the event the Company’s legal counsel determines there is a conflict of interest such that such counsel cannot represent Executive in the subject matter of any cooperation requested by the Company Group, Executive shall be reimbursed for reasonable attorneys’ fees and costs for separate legal representation pre-approved by the Company, subject to Executive’s prompt submission to the Company of invoices to substantiate such expenses; provided that Executive shall be permitted to redact such invoices to preserve attorney client privilege. In the event Executive is made aware of any issue or matter related to the Company Group, is asked by a third party to provide information regarding the Company Group, or is called other than by the Company as a witness to testify in any Proceeding or Matter related to the Company Group, Executive will notify the Company immediately in order to give the Company a reasonable opportunity to respond and/or participate in such Proceeding or Matter, unless Executive is requested or required not to do so by law enforcement or any other governmental agency or authority.
11.Equitable and Other Relief; Consent to Jurisdiction of Pennsylvania Courts.
(a)Executive acknowledges that the restrictions contained in Sections 7 and 8 are reasonable and necessary to protect the legitimate interests of the Company Group, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Sections 7 and 8 will result in irreparable injury to the Company. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.
(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Sections 7 or 8, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Group may be entitled under applicable law. Without limiting the foregoing, Executive also agrees that payment of the compensation and benefits payable under Section 4 may be automatically ceased in the event of a material breach of the covenants of Sections 7 or 8, provided the Company gives Executive written notice of such breach, specifying in reasonable detail the circumstances constituting such material breach, and Executive fails to cease such activity within 15 days after Executive’s receipt of such written notice. In the event that any of the provisions of Sections 7 or 8 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Sections 7 or 8, including any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such
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court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to receive service of any process, pleadings, notices or other papers in a manner provided for in Section 12 for the giving of notices.
12.Notice. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service or by electronic mail, as follows:
Notices sent to the Company should be directed to:
Teleflex Incorporated
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
with a copy (that does not constitute notice) to:
Gillian Emmett Moldowan
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Notices sent to Executive should be directed to Executive at the address on the records of the Company.
or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service or on the date sent by electronic mail (except if not a business day then the next business day), so long as no “bounceback” or similar “undeliverable” message is received by the sender thereof.
13.Governing Law and Venue. This Agreement will be governed by and interpreted under the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Agreement. Except as otherwise provided in this Agreement, venue for actions, claims or proceedings arising out of or relating to any controversy or claim arising under or relating to this Agreement shall be the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction
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or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, and both parties consent to the venue and jurisdiction of these courts.
14.Parties in Interest; Survival. This Agreement, including specifically the covenants of Sections 7 and 8, will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. Executive’s obligations under this Agreement that are intended to survive Termination of Employment, which include Sections 7 and 8, shall survive the Termination Date. This Agreement may not be assigned by Executive. This Agreement may be assigned by the Company.
15.Entire Agreement. This Agreement and the Change of Control Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of Executive’s employment, and such agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Change of Control Severance Agreement or this Agreement, except Executive’s obligations under previously signed or otherwise executed agreements related to inventions, business ideas, confidentiality of corporate information, unfair competition (including but not limited to non-solicitation and non-competition covenants), and arbitration or other dispute resolution programs remain intact.
16.Amendment or Modification. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the party to be charged thereunder. It is the parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment are exempt from or comply with Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, Executive or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).
17.Clawback. The Company has adopted the Teleflex Incorporated Incentive Compensation Clawback Policy (“Clawback Policy”). Executive acknowledges that any incentive-based compensation paid under this Agreement may be subject to the Clawback Policy in accordance with the terms of such Clawback Policy, as the same may be amended from time to time, and any applicable law with respect to the clawback of compensation.
18.Data Protection. By executing this Agreement, Executive hereby consents to the holding and processing of personal data provided by Executive to the Company Group for all purposes necessary for the operation of this Agreement. This includes, but is not limited to, administering and maintaining records regarding Executive; providing information to third party administrators of benefit plans and awards; and providing information to future purchasers of the Company Group or any portion thereof or the business in which Executive works. Executive is hereby advised and directed to refer to any Company Group data protection policy and/or notice from time to time in place for more details about how Executive’s personal data is used.
19.Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application.
20.Counterparts. This Agreement may be executed in one or more counterparts but shall not be effective until each party has executed at least one counterpart. Each such counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
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21.Construction. The following principles of construction will apply to this Agreement:
(a)Unless otherwise expressly stated in connection therewith, a reference in this Agreement to a “Section,” “Exhibit” or “party” refers to a Section of, or an Exhibit or a party to, this Agreement.
(b)The word “including” means “including without limitation.”
22.Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof.
23.Representations and Covenants. In order to induce the Company to enter into this Agreement, Executive represents, warrants and covenants to the Company that Executive has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of Executive’s obligations under this Agreement and such execution, delivery and performance will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Executive is a party or by which Executive is or may be bound or subject, including, but not limited to, any non-competition, non-solicitation, confidentiality or other similar covenant or agreement.
24.Acknowledgement. Executive represents and certifies: that Executive has carefully read and fully understand all of the provisions and effects of this Agreement, and Executive has been given the opportunity to thoroughly discuss all aspects of it with Executive’s personal attorney; that Executive is voluntarily entering into this Agreement; and that neither the Company nor its agents, representatives or attorneys, make any representations concerning the terms or effects of this Agreement other than those contained herein. This Agreement was drafted mutually between the parties and shall not be construed otherwise.
[Signature Page Follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, Executive and the Company have executed the foregoing Senior Executive Officer Severance Agreement.
| EXECUTIVE | TELEFLEX INCORPORATED | ||||
/s/ Jason Weidman | By:/s/ Andrew Krakauer | ||||
| Name: Jason Weidman | Name: Andrew Krakauer | ||||
| Title: Director | |||||
| Date: April 27, 2026 | Date: April 28, 2026 | ||||
Exhibit 10.3
EXECUTIVE CHANGE OF CONTROL AGREEMENT
THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made as of April 28, 2026, by and between TELEFLEX INCORPORATED (the “Company”, and together with its subsidiaries and affiliates, the “Company Group”) and Jason Weidman (“Executive”). This Agreement shall be effective as of the Start Date (as defined below), and if Executive’s employment with the Company does not begin on the Start Date, this Agreement shall be void ab initio.
BACKGROUND
A.Executive is to be employed by the Company as its Chief Executive Officer effective as of June 8, 2026 (the “Start Date”).
B.The Company believes that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of Executive to the Company Group without distraction, notwithstanding that the Company could be subject to a Change of Control, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company.
C.In consideration for Executive agreeing to continue in employment with the Company and agreeing to keep Company Group information confidential, the Company agrees that Executive shall receive the compensation set forth in this Agreement in the event Executive’s employment with the Company is terminated without Cause or Executive terminates employment for Good Reason, upon or after a Change of Control.
TERMS
In consideration of the mutual promises, benefits and covenants herein contained, the Company and Executive hereby agree as follows:
1.Definitions. The following terms used in this Agreement with initial capital letters have the respective meanings specified therefor in this Section or as otherwise indicated in this Agreement.
“Anniversary Date” means the date that is twelve (12) full months after the Start Date.
“Base Salary” means the highest annualized base rate of salary paid to Executive in all capacities with the Company Group, together with any and all salary reduction authorized amounts under any of the Company Group’s benefit plans or programs, at the time of the Change of Control or any time thereafter.
“Board” means the Board of Directors of the Company.
“Bonus Plan” means a plan of the Company providing for the payment of a cash bonus to Executive.
“Cause” means (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or (c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company Group taken as a whole. Any determination of Cause by the Company shall not be made until Executive has been given written notice detailing the specific Cause event and, to the extent such Cause event is curable, a period of 10 business days following receipt of such notice to cure such event.
“Change of Control” means one of the following shall have taken place after the date of this Agreement:
(a)any “person” (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than the Company, any majority controlled subsidiary of the Company, or the fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 20% or more of the total voting power of the voting securities of the Company then outstanding and entitled to vote generally in the election of directors of the Company; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Company;
(b)individuals who, as of the beginning of any 24 month period, constitute the Board (as of the Start Date the “Incumbent Board”) cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the Start Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company;
(c)consummation of (i) a merger, consolidation or reorganization of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Company immediately prior to such merger, consolidation or reorganization do not, following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company or (iii) a sale or other disposition of all or substantially all of the assets of the Company, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Company immediately before such sale or other disposition; or
(d)consummation of any other transaction determined by resolution of the Board to constitute a Change of Control.
“Code” means the Internal Revenue Code of 1986, as amended.
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“Disability” means Executive’s continuous illness, injury or incapacity for a period of six consecutive months.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Good Reason” means a Termination of Employment initiated by Executive by Notice of Termination, in accordance with Section 3, upon one or more of the following occurrences; provided that as soon as practicable, but not more than 90 days, after Executive becomes aware of such occurrence and before such Notice of Termination is given, Executive shall have given notice of Good Reason to the Company and the Company shall not have fully corrected the situation within 30 days after such notice of Good Reason:
(e)No longer permitting Executive to work remotely from Executive’s office in California between the Start Date and the Anniversary Date or, beginning on the Anniversary Date, a change of the principal office or workplace assigned to Executive to a location more than 25 miles distant from its location on the date of the Change of Control;
(f)A material reduction of the title, duties, responsibilities, reporting relationship or position of Executive;
(g)Any material breach by the Company Group of the terms of this Agreement, or the Offer Letter Agreement between the Company and Executive, dated April 26, 2026; or
(h)A material reduction of Executive’s Base Salary or a material reduction in Executive’s annual target incentive opportunity.
“Health Care Continuation Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first date on which Executive is eligible to participate in a health care plan maintained by another employer.
“Performance Period” applicable to any Target Amount under a Bonus Plan shall mean the period of time in which the performance goals applicable to the determination of cash bonus awards pursuant to such Bonus Plan are measured.
“Section 409A” means Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder.
“Senior Executive Officer Severance Agreement” means the Senior Executive Officer Severance Agreement between the Company and Executive relating to termination of employment of Executive other than Senior Executive Officer Severance after the occurrence of a Change of Control.
“Severance Compensation Period” means the 36-month period commencing on the day after the Termination Date.
“Target Amount” in respect of a bonus payable to Executive pursuant to any Bonus Plan shall mean the amount specified in the Company’s records pertaining to such Bonus Plan as the
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“target amount” of cash bonus that would be payable to Executive if specified conditions were fulfilled without regard to whether such conditions are actually fulfilled.
“Target Bonus” means the sum of the Target Amounts for the Performance Period of each applicable Bonus Plan in which the Termination Date occurs (or, if higher, in which the Change of Control occurred); provided that, if, as of the Termination Date, a Target Amount has not been determined for the Performance Period in which the Termination Date occurs for any applicable Bonus Plan, the Target Amount for such Bonus Plan shall be the most recent prior Target Amount set for such Bonus Plan.
“Termination Date” means the date specified in a Notice of Termination complying with the provisions of Section 3, as such Notice of Termination may be amended by mutual consent of the parties, which date shall be the date Executive’s Termination of Employment occurs.
“Termination of Employment” means the termination of Executive’s active employment relationship with the Company for any reason. Executive’s Termination of Employment for all purposes under this Agreement that are in relation to a payment subject to Section 409A will be determined to have occurred in accordance with the “separation from service” requirements of Section 409A.
“Termination in Connection with a Change of Control” means a Termination of Employment either:
(a)initiated by the Company for any reason other than Disability or Cause within the 90-day period immediately preceding, upon or within two years after a Change of Control; or
(b)initiated by Executive for Good Reason within two years after a Change of Control.
“Termination Year” means the year in which Executive’s Termination Date occurs.
2.Continued Employment of Executive. The parties acknowledge that Executive’s employment by the Company is at will and, except as the parties may hereafter agree in writing, such employment may be terminated by either party at any time, subject only to the giving of prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving Executive any right to continue in the employ of the Company.
3.Notice of Termination. The party initiating any Termination of Employment shall give written notice thereof to the other party (a “Notice of Termination”) in accordance with Section 15. A Notice of Termination shall (a) state with reasonable particularity the reasons for such Termination of Employment, if any, that are relevant to Executive’s right to receive compensation and benefits pursuant to this Agreement and (b) specify the date such Termination of Employment shall become effective. Upon Termination of Employment, regardless of the reason for the termination or whether the employment relationship is terminated by Executive or by the Company, Executive shall automatically be deemed to have resigned from all positions that Executive holds as an officer or, to the extent applicable, as a member of the Board (or a committee thereof) or any similar governing body of the Company or any of its subsidiaries or affiliates, effective as of the date of Executive’s Termination of Employment.
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4.Compensation upon Termination in Connection with a Change of Control. Upon any Termination of Employment, Executive shall be entitled to any earned but unpaid Base Salary through the Termination Date (paid promptly following the Termination Date) and such other vested benefits as may be due to Executive as governed by the terms and conditions of any applicable plan of the Company Group. Subject to the terms of this Agreement, in the event of Executive’s Termination in Connection with a Change of Control, Executive will receive from the Company the following payments and benefits:
(a)Cash Bonuses for Years Preceding the Termination Year. Executive shall receive all unpaid amounts for bonuses awarded to Executive pursuant to any Bonus Plan for Performance Periods that ended on or prior to the Termination Date, which amounts shall be paid on the later of (i) the date the amount is payable under the terms of the Bonus Plan, or (ii) two and one-half months following the end of the end of the calendar year for which the award was granted. If no bonus was awarded to Executive pursuant to any Bonus Plan for the most recent Performance Period that ended immediately prior to the Termination Date, Executive shall receive a lump sum cash payment equal to the sum of the Target Amounts under each such Bonus Plan, which amount shall be paid promptly following the Termination Date.
(b)Cash Bonuses for the Termination Year. Promptly following the Termination Date, the Company shall pay the Executive a lump sum cash payment equal to a pro-rated amount of the Target Bonus. The pro-rated Target Bonus shall be computed by (x) multiplying each Target Amount making up the Target Bonus by a fraction (i) the numerator of which is the number of days from the first day of the Performance Period for such Target Amount in effect when the Termination Date occurs through the Termination Date, and (ii) the denominator of which is the total number of days in such Performance Period, and (y) adding up the products of such calculations to create a sum (which such sum is the pro-rated Target Bonus).
(c)Continuation of Base Salary. The Company will continue during the Severance Compensation Period to pay Executive’s Base Salary as in effect immediately prior to the Termination Date (or, if higher, as in effect immediately prior to the Change of Control) in accordance with the Company’s standard payroll procedures.
(d)Bonus Severance. Promptly following the Termination Date, the Company shall pay the Executive a lump sum cash payment equal to 300% of (i) the Target Bonus plus (ii) in the event Executive was a participant in the Teleflex Incorporated Deferred Compensation Plan or its successor plan, the employer contributions with which Executive would have been credited under such plan for the plan year that includes the Termination Date (or, if higher, the plan year that includes the Change of Control Date).
(e)Vehicle Allowance. If Executive received a cash vehicle allowance as of the Termination Date, Executive shall be entitled to continue to receive such cash vehicle allowance during the Severance Compensation Period in an amount equal to the cash vehicle allowance in place immediately prior to the Termination Date. The allowance shall be paid in equal monthly payments during the Severance Compensation Period.
(f)Outplacement. The Company shall reimburse Executive for expenses incurred for outplacement services during the Severance Compensation Period, up to a maximum aggregate amount of $20,000, which services shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 30 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service expenses incurred by Executive on or prior to the last day of the third calendar year following the Termination Year.
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(g)Health Care Coverage. During the Health Care Continuation Period, the Company will provide health (including dental) care coverage under the Company’s then-current health care plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the Company determines that continuation of coverage under the Company’s health care plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code or Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care plan, the Company will provide Executive with a monthly payment during the Health Care Continuation Period equal to the employer portion of Executive’s coverage under the health care plan for the month immediately prior to the Termination of Employment.
(h)Equity Awards. All Company stock options and restricted stock held by Executive as of Executive’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide.
5.Deductions and Taxes. Amounts payable by the Company pursuant to this Agreement shall be paid net of (a) taxes withheld by the Company in accordance with the requirements of law and (b) deductions for the portion of the cost of certain benefits to be borne by Executive pursuant to Section 4. This Agreement is intended to be exempt from or compliant with the requirements of Section 409A, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. Whenever a payment specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and Executive shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years to the extent necessary to comply with Section 409A. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A if Executive is a “specified employee”, any payments to which Executive may become entitled under this Agreement that are subject to Section 409A (and not otherwise exempt from its application) and would otherwise have been paid prior to the six-month anniversary of the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of all such payments in a lump sum. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. To the extent that the right to any payment provides for the deferral of compensation within the meaning of Section 409A, references to Executive’s “termination” or “resignation” of employment will be construed to mean Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i). Notwithstanding anything in this Agreement to the contrary, the Company and its successors shall not be liable to Executive or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any amount hereunder is subject to taxes, penalties or interest as a result of failing to comply with Section 409A.
6.Executive’s General Release and Resignations. As a condition to the obligations of the Company to pay severance compensation and provide benefits pursuant to Section 4, a
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general waiver of claims and release agreement materially consistent with the Company’s standard release and that does not require Executive to agree to an extension of the restrictive covenants to which Executive is then subject or to waive Executive’s then-existing rights to severance or indemnification (the “Release”) shall be timely executed and delivered to the Company by Executive, and Executive shall not thereafter revoke the Release.
7.Limitations on Certain Payments.
(a)Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and it is determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then, if the aggregate present value of such Payments exceeds 2.99 times Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code (the “Base Amount”), the Payments constituting “parachute payments” that would otherwise be payable to or for the benefit of Executive shall be reduced to the extent necessary so that such “parachute payments” are equal to 2.99 times the Base Amount (the “Reduced Amount”); provided that such Payments shall not be so reduced if the Company determines, based upon the advice of the Accounting Firm (as defined below), that without such reduction Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon his receipt of the Reduced Amount.
(b)If the determination made pursuant to Section 7(a) results in a reduction of the Payments that would otherwise be paid to Executive except for the application of Section 7(a), then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of equity-based awards (if applicable); reduction of employee benefits. In the event that acceleration of vesting of equity-based awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity-based award.
(c)All determinations to be made under this Section 7 shall be made by the Company’s independent public accountants immediately prior to the Change of Control or by another independent public accounting firm mutually selected by the Company and Executive before the date of the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and Executive within 20 days after the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and Executive.
(d)All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 7 shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 7, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.
(e)As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company that should not have been made under this Section 7 (“Overpayment”) or that additional payments that are not made by the Company under this Section 7 should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive, which
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Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.
8.Confidential Information. Executive acknowledges that, by reason of Executive’s employment by and service to the Company, Executive has had and will continue to have access to confidential information of the Company Group, including information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company Group and other distributors, customers, clients, suppliers and others who have business dealings with the Company Group (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Executive covenants that (except in connection with the good faith performance of his duties while employed by the Company) Executive will not, either during or after Executive’s employment by the Company, disclose any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Executive or except as may be required by law or in a judicial or administrative proceeding; provided, however, that Executive may disclose Confidential Information without the prior written authorization of the Company (i) to Executive’s attorneys, financial advisors, accountants and other professional advisors who are bound by obligations of confidentiality, (ii) to Executive’s spouse or immediate family members, provided that such disclosure relates solely to information concerning the terms of Executive’s employment or cessation thereof, including any information concerning compensation, equity or benefits, or (iii) in the enforcement in a court of law or arbitration proceeding of Executive’s rights under this Agreement or any other agreement with the Company Group. If any of Executive’s spouse or immediate family members breach the covenants in this Section 8, Executive will be liable for such breach as if he himself breached this Section 8. Notwithstanding anything to the contrary herein, (a) each of the parties (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; and (b) nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its Affiliates without the prior written consent of the Company’s General Counsel or other officer designated by the Board.
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)), no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or
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other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
9.Equitable and Other Relief; Consent to Jurisdiction of Pennsylvania Courts.
(a)Executive acknowledges that the restrictions contained in Section 8 are reasonable and necessary to protect the legitimate interests of the Company Group, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Section 8 will result in irreparable injury to the Company. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.
(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 8, which rights shall be cumulative and in addition to any other rights or remedies to which the Company Group may be entitled under applicable law. In the event that any of the provisions of Section 8 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 8, including any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection that Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to receive service of any process, pleadings, notices or other papers in a manner provided for in Section 15 for the giving of notices.
10.Other Payments and Indemnification. The payments due under Section 4 shall be in addition to and not in lieu of any payments or benefits due to Executive under any other plan, policy or program of the Company. In addition, Executive shall continue to be covered by any policy of insurance providing indemnification rights for service as an officer and director of the Company and to all other rights to indemnification provided by the Company, in each case at least as favorable as applicable to Executive on the date of this Agreement.
11.Enforcement. It is the intent of the parties that Executive not be required to incur any expenses associated with the enforcement of Executive’s rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, the Company shall pay Executive on demand the amount necessary to reimburse Executive in full for all expenses (including all reasonable attorneys’ fees and legal expenses) incurred by Executive in attempting to enforce any of the obligations of the Company under this
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Agreement, without regard to outcome, unless the lawsuit brought by Executive is determined to be frivolous by a court of final jurisdiction. The Company shall reimburse Executive for expenses under this Section 11 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Executive for expenses as set forth in this Section 11. The Company shall not be obligated to pay any such expenses for which Executive fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Executive’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.
12.No Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.
13.No Set-Off. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right that the Company may have against Executive or others.
14.Term of Agreement. The term of this Agreement shall be for three years from the Start Date and shall be automatically renewed for successive one-year periods unless the Company notifies Executive in writing that this Agreement will not be renewed at least 60 days prior to the end of the current term; provided, however, that (a) this Agreement shall remain in effect for at least two years after a Change of Control occurring during the term of this Agreement and shall remain in effect until all of the obligations of the parties hereunder are satisfied, and (b) this Agreement shall terminate if, prior to but not in contemplation of a Change of Control, the employment of Executive with the Company Group shall terminate for any reason.
15.Notice. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service or by electronic mail, as follows:
Notices sent to the Company should be directed to:
Teleflex Incorporated
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
550 E. Swedesford Rd.
Suite 400
Wayne, PA 19087
Attention: General Counsel
Email: daniel.logue@teleflex.com
with a copy (that does not constitute notice) to:
Gillian Emmett Moldowan
Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
10
425 Lexington Avenue
New York, NY 10017
Email: gillian.moldowan@stblaw.com
Notices sent to Executive should be directed to Executive at the address on the records of the Company.
or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service or on the date sent by electronic mail (except if not a business day then the next business day), so long as no “bounceback” or similar “undeliverable” message is received by the sender thereof.
16.Governing Law and Venue. This Agreement will be governed by and interpreted under the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Agreement. Except as otherwise provided in this Agreement, venue for actions, claims or proceedings arising out of or relating to any controversy or claim arising under or relating to this Agreement shall be the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, and both parties consent to the venue and jurisdiction of these courts.
17.Parties in Interest; Survival. This Agreement, including specifically the covenants of Section 8, will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. Executive’s obligations under this Agreement that are intended to survive Termination of Employment, which include Section 8, shall survive the Termination Date. This Agreement may not be assigned by Executive. This Agreement may be assigned by the Company.
18.Entire Agreement. This Agreement and the Senior Executive Officer Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of Executive’s Employment, and such agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Senior Executive Officer Severance Agreement or this Agreement, except Executive’s obligations under previously signed or otherwise executed agreements related to inventions, business ideas, confidentiality of corporate information, unfair competition (including but not limited to non-solicitation and non-competition covenants), and arbitration or other dispute resolution programs remain intact.
19.Amendment or Modification. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the party to be charged thereunder. It is the parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment are exempt from or comply with Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, Executive or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).
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20.Clawback. The Company has adopted the Teleflex Incorporated Incentive Compensation Clawback Policy (“Clawback Policy”). Executive acknowledges that any incentive-based compensation paid under this Agreement may be subject to the Clawback Policy in accordance with the terms of such Clawback Policy, as the same may be amended from time to time, and any applicable law with respect to the clawback of compensation.
21.Data Protection. By executing this Agreement, Executive hereby consents to the holding and processing of personal data provided by Executive to the Company Group for all purposes necessary for the operation of this Agreement. This includes, but is not limited to, administering and maintaining records regarding Executive; providing information to third party administrators of benefit plans and awards; and providing information to future purchasers of the Company Group or any portion thereof or the business in which Executive works. Executive is hereby advised and directed to refer to any Company Group data protection policy and/or notice from time to time in place for more details about how Executive’s personal data is used.
22.Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement that can be given effect without the invalid or unenforceable provision or application.
23.Counterparts. This Agreement may be executed in one or more counterparts but shall not be effective until each party has executed at least one counterpart. Each such counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
24.Construction. The following principles of construction will apply to this Agreement:
(a)Unless otherwise expressly stated in connection therewith, a reference in this Agreement to a “Section,” “Exhibit” or “party” refers to a Section of, or an Exhibit or a party to, this Agreement.
(b)The word “including” means “including without limitation.”
25.Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof.
26.Representations and Covenants. In order to induce the Company to enter into this Agreement, Executive represents, warrants and covenants to the Company that Executive has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of Executive’s obligations under this Agreement and such execution, delivery and performance will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Executive is a party or by which Executive is or may be bound or subject, including, but not limited to, any non-competition, non-solicitation, confidentiality or other similar covenant or agreement.
27.Acknowledgement. Executive represents and certifies: that Executive has carefully read and fully understand all of the provisions and effects of this Agreement, and Executive has been given the opportunity to thoroughly discuss all aspects of it with Executive’s personal attorney; that Executive is voluntarily entering into this Agreement; and that neither the Company nor its agents, representatives or attorneys, make any representations concerning the
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terms or effects of this Agreement other than those contained herein. This Agreement was drafted mutually between the parties and shall not be construed otherwise.
28.Remedies Cumulative; No Waiver. No right conferred upon Executive by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by Executive in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, including, without limitation, any delay by Executive in delivering a Notice of Termination pursuant to Section 3 after an event has occurred that would, if Executive had resigned, have constituted a Termination in Connection with a Change of Control pursuant to Section 1.
[Signature Page Follows]
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IN WITNESS WHEREOF, intending to be legally bound hereby, Executive and the Company have executed the foregoing Executive Change of Control Agreement.
EXECUTIVE | TELEFLEX INCORPORATED | ||||
/s/ Jason Weidman | By:/s/ Andrew Krakauer | ||||
Name: Jason Weidman | Name: Andrew Krakauer | ||||
Title: Director | |||||
Date: April 27, 2026 | Date: April 28, 2026 | ||||
Exhibit 10.4
SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT
THIS SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT is made as of June 23, 2026, between TELEFLEX INCORPORATED (the “Company”) and Dominik Reterski (“Executive”).
Background
A. Executive is employed by the Company as its Corporate Vice President, QA/RA.
B. The purpose of this Agreement is to provide for certain severance compensation and benefits to be paid or provided to Executive in the event of the termination of Executive’s employment under circumstances specified herein and to provide also for certain commitments by Executive respecting the Company.
Terms
THE PARTIES, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound hereby, agree as follows:
1.Definitions. The following terms used in this Agreement with initial capital letters have the respective meanings specified therefor in this Section.
“Affiliate” of any Person means any other Person that controls, is controlled by or is under common control with the first mentioned Person.
“Agreement” preceded by the word “this” means this Senior Executive Officer Severance Agreement, as amended at any relevant time.
“Annual Incentive Plan” means the Management Incentive Plan (MIP) or Executive Incentive Plan (EIP) of the Company providing for the payment of annual bonuses to certain employees of the Company, including Executive, as such Plans may be amended from time to time or, if such Plans shall be discontinued, any similar Plan or Plans in effect at any relevant time.
“Base Salary” of Executive means the annualized base rate of salary paid to Executive as such may be increased from time to time.
“Board” means the Board of Directors of the Company.
“Cause” means (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or (c) gross negligence in the performance of duties, which gross negligence has had a
material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries taken as a whole.
“Change of Control Severance Agreement” means the Executive Change In Control Agreement between the Company and Executive relating to termination of employment of Executive after the occurrence of a Change of Control of the Company (as defined in such agreement).
“Code” means the Internal Revenue Code of 1986, as amended.
“Commencement Date” with respect to the commencement of any compensation or provision of benefits pursuant to this Agreement means the first day of the seventh month beginning after the Termination Date.
“Confidential Information” has the meaning specified therefor in Section 8.
“Disability” shall mean Executive’s continuous illness, injury or incapacity for a period of six (6) consecutive months.
“Employment” means substantially full-time employment of Executive by the Company or any of its Affiliates.
“Good Reason” means the occurrence of one or more of the following:
(a)A change of the principal office or workplace assigned to Executive to a location more than 25 miles distant from its location immediately prior to such change.
(b)A material reduction by the Company of the executive title, duties, responsibilities, authority, status, reporting relationship or executive position of Executive; provided that if the Company sells or otherwise disposes of any part of its business or assets or otherwise diminishes or changes the character of its business, the change in the magnitude or character of the Company’s business resulting therefrom will not itself be deemed to be a reduction of Executive’s responsibilities, authority or status within the meaning of this clause (b).
(c)A material reduction of Executive’s Base Salary or a material reduction in the Executive’s annual target incentive opportunity under the Annual Incentive Plan.
“Health Care Continuation Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first date on which Executive is eligible to participate in a health care plan maintained by another employer.
“Insurance Benefits Period” means the period commencing on the Termination Date and ending on the earlier of (a) the last day of the Severance Compensation Period or (b) the first
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date on which Executive is eligible to participate in a life and/or accident insurance plan maintained by another employer.
“Notice of Termination” has the meaning specified therefor in Section 3.
“Performance Period” applicable to any compensation payable (in cash or other property) under any Plan, the amount or value of which is determined by reference to the performance of participants or the Company or the fulfillment of specified conditions or goals, means the period of time over which such performance is measured or the period of time in which such conditions or performance goals must be fulfilled.
“Person” means an individual, a corporation or other entity or a government or governmental agency or institution.
“Plan” means a plan of the Company for the payment of compensation or provision of benefits to employees in which plan Executive is or was, at all times relevant to the provisions of this Agreement, a participant or eligible to participate.
“Prorated Amount” has the meaning specified therefor in Section 4(c).
“Release” has the meaning specified therefor in Section 7.
“Severance Compensation Period” means the period commencing on the date after the Termination Date and continuing for a period equal to the sum of three weeks for each year of Employment completed by Executive as of the Termination Date; provided, however, that in no event shall the Severance Compensation Period be (a) less than nine months or (b) greater than 12 months.
“Termination Date” means the date specified in a Notice of Termination complying with the provisions of Section 3, as such Notice of Termination may be amended by mutual consent of the parties, which date shall be the date Executive’s Termination of Employment occurs.
“Termination of Employment” means a cessation of Employment for any reason, other than a cessation occurring (a) by reason of Executive's death or Disability or (b) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Change of Control Severance Agreement. Executive’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the “separation from service” requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actual period of service, if less).
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“Year of Termination” means the Year in which Executive’s Termination Date occurs.
“Year” means a fiscal year of the Company.
2.Continued Employment of Executive. The parties acknowledge that Executive’s employment by the Company is at will and, except as the parties may hereafter agree in writing, such employment may be terminated by either party at any time, subject only to the giving of prior notice pursuant to Section 3. Nothing in this Agreement shall be construed as giving Executive any right to continue in the employ of the Company.
3.Notice of Termination of Employment. The party initiating any Termination of Employment shall give written notice thereof to the other party (a “Notice of Termination”) in accordance with Section 15 hereof. A Notice of Termination shall (a) state with reasonable particularity the reasons for such Termination of Employment, if any, which are relevant to Executive’s right to receive compensation and benefits pursuant to this Agreement and (b) specify the date such Termination of Employment shall become effective which, without the consent of such other party, shall not be earlier than 30 days after the date of such Notice of Termination; provided that the Company shall have the option to continue paying the Base Salary of the Executive for up to 30 days following the date of the Notice of Termination in lieu of the requirement that Executive consent to a Termination Date earlier than 30 days after the date of the Notice of Termination.
4.
5.Compensation upon Termination of Employment. Subject to the terms of this Agreement, upon Termination of Employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason, Executive will receive from the Company the following payments and benefits:
(a)Cash Bonuses for Years Preceding the Year of Termination. If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executive’s award earned for the Performance Period in the form of a single lump sum cash payment on the latest of (i) the 15th day following the Termination Date, (ii)the date that is two and one-half (2-1/2) months following the end of the Performance Period, or (iii) the date the bonus is payable in accordance with the terms of the Annual Incentive Plan; provided, however, that if any such Annual Incentive Plan requires, as a condition to eligibility for payment, that a participant be employed by the Company on the date payment is made, then payment of the bonus under such Annual Incentive Plan for the Performance Period ended before the Year of Termination shall be made in the form of a single lump sum cash payment on the Commencement Date.
(b)Continuation of Base Salary. The Company will pay Executive (i) on the Commencement Date an amount equal to seven-twelfths of Executive’s Base Salary as in effect immediately prior to the Termination Date, and (ii) each month thereafter during the Severance Compensation Period an amount equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to the Termination Date.
(c)Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date. If the Termination Date occurs before the last day, but after completion of at least six (6) months, of a Performance Period under the Annual Incentive Plan, the Company will pay Executive the Prorated Amount of Executive’s award under the Annual Incentive Plan for that Performance Period. The amount of the award, from which the Prorated Amount is derived, shall be determined based on the degree to which each performance
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goal on which such award is based has been achieved at the end of the Performance Period (provided that any individual performance component shall be equal to the target award amount for such component). The “Prorated Amount” of the award means an amount equal to the portion of the award which bears the same ratio to the amount of the award as the portion of such Performance Period expired immediately before the Termination Date bears to the entire period of such Performance Period. The amount to which Executive is entitled under this Section 4(c) shall be paid in the form of a single lump sum cash payment on the later of the Commencement Date or the date that is two and one-half (2-1/2) months following the end of the Performance Period.
(d)Outplacement. The Company shall reimburse Executive for expenses incurred for outplacement services during the Severance Compensation Period, up to a maximum aggregate amount of $20,000, which services shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service expenses incurred by Executive on or prior to the last day of the second calendar year following the Termination Year.
(e)Health Care Coverage. During the Health Care Continuation Period, the Company will provide health care coverage under the Company’s then-current health care Plan for Executive and Executive’s spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If the continuation of coverage under the Company’s health care Plan for Executive and Executive’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being additional taxable income. If the continuation of coverage under the Company’s health care Plan will be on an after-tax basis, the Executive a will be entitled to a payment for each applicable month during the Health Care Continuation Period so that Executive will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis (the “Health Care Payment”). The Company will pay Executive (i) on the Commencement Date a single lump sum cash payment in an amount equal to Health Care Payment applicable to the first six (6) months of the Health Care Continuation Period, and (ii) on the last day of each appliable month thereafter during the Health Care Continuation Period, including the month in which the Commencement Date occurs, if applicable, an amount equal to the Health Care Payment for that month. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Health Care Continuation Period. Notwithstanding the preceding, if Executive and Executive’s spouse and eligible dependents are not eligible to continue health care coverage under the Company’s health care Plan, the Company will reimburse Executive in cash on the last day of each month during the Health Care Continuation Period (or balance thereof) an amount based on the cost actually paid by Executive for that month to maintain health insurance coverage from commercial sources that is comparable to the health care coverage Executive last elected as an employee for Executive and Executive’s spouse and eligible dependents under the Company’s health care Plan covering Executive, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by the Executive for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.
(f)Life and Accident Insurance. Subject to the terms, limitations and exclusions of the Plan or Plans for provision of life and accident insurance and the Company’s related policies of group insurance, (i) during the Insurance Benefits Period the Company will
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provide life and accident insurance coverage for Executive comparable to the life and accident insurance coverage which Executive last elected to receive as an employee under the applicable Plan for such benefits, subject to modifications from time to time of the coverage available under such Plan or related insurance policies which are applicable generally to executive officers of the Company, (ii) during the period from the Termination Date through the Commencement Date, Executive shall pay the entire cost of such life and accident insurance coverage and (iii) on the Commencement Date the Company will reimburse Executive for the Company’s share (determined in accordance with the next sentence) of any premiums paid by Executive for such life and accident insurance during the period from the Termination Date to the Commencement Date. The cost of providing such insurance will be borne by the Company and Executive in accordance with the Company’s policy then in effect for employee participation in premiums, on substantially the same terms as would be applicable to an executive officer of the Company. The Company shall pay its share of such premiums to the applicable insurance carrier(s) on the due date(s) established by such carrier(s), but in no event later than the last day of the calendar year in which such due date(s) occurs.
(g)
(h)Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 4 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Severance Compensation Period, as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Executive is a “specified employee”, as defined in Code Section 409A, then during the period of six (6) months immediately following Executive’s Termination of Employment, Executive shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Executive for any such payments on the first business day that is more than six (6) months after the Termination Date.
6.Deductions and Taxes. Amounts payable by the Company pursuant to this Agreement shall be paid net of (a) taxes withheld by the Company in accordance with the requirements of law and (b) deductions for the portion of the cost of certain benefits to be borne by Executive pursuant to Sections 4(f) and (g).
7.Compensation and Benefits Pursuant to Other Agreements and Plans. Nothing in this Agreement is intended to diminish or otherwise affect Executive’s right to receive from the Company all compensation payable to Executive by the Company in respect of his Employment prior to the Termination Date pursuant to any agreement with the Company (other than this Agreement) or any Plan.
8.Executive’s General Release and Resignations. As a condition to the obligations of the Company to pay severance compensation and provide benefits pursuant to Section 4, (a) in the event Executive is serving as a member of the Board and/or as a director or officer of any of the Company’s Affiliates at the time of his Termination of Employment, the Company shall have received from Executive, within 10 days following the Termination Date, a written resignation from the Board and as an officer and director of all of the Company’s Affiliates, as applicable
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(the “Written Resignation”); and (b) a waiver and release agreement in substantially the form of Exhibit A executed by Executive (the “Release”), which shall be executed and delivered to the Company on or before the date upon which the 21-day review period set forth in Section 7 of the Release expires, and Executive shall not thereafter revoke the Release. If Executive fails to deliver the Written Resignation or fails to execute, or if Executive revokes, the Release, no payments or benefits shall thereafter be made or provided to Executive pursuant to this Agreement, and Executive shall be required to reimburse to the Company any payments or benefits received by Executive pursuant to this Agreement, but Executive’s obligations pursuant to Sections 8 and 9 shall continue in force.
9.Confidential Information. Executive acknowledges that, by reason of Executive’s employment by and service to the Company, Executive has had and will continue to have access to confidential information of the Company and its Affiliates, including information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company and its Affiliates and other distributors, customers, clients, suppliers and others who have business dealings with the Company and its Affiliates (“Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Executive covenants that (except in connection with the good faith performance of his duties while employed by the Company) Executive will not, either during or after Executive’s employment by the Company, disclose any such Confidential Information to any Person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Executive or except as may be required by law or in a judicial or administrative proceeding. Notwithstanding anything to the contrary herein, (a) each of the parties (and each employee, representative, or other agent of such parties) may disclose to any Person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; and (b) nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its Affiliates without the prior written consent of the Company’s General Counsel or other officer designated by the Board.
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)), no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive:
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(1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
10.Restrictive Covenants.
(a)Covenant Not to Compete.
(b)
(i)Executive agrees that, for a period 12 months after the Termination Date (the “Non-Compete Period”), Executive will not, at any time, directly or indirectly, engage in, or have any interest on behalf of himself or others in any Person or business other than the Company (whether as an employee, officer, director, agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant or otherwise) that engages in similar business activities to the Company in a particular market and product line, and in the specific geographic areas in which the Company is engaged or has been engaged in the preceding 12 months for that particular market and product line (the “Business Activities”).
(ii)
(iii)Notwithstanding the foregoing, Executive may (A) engage, participate or invest in, or be employed by, an entity that is engaged in the Business Activities (a “Competing Entity”) so long as (1) the Annual Revenues derived by the Company from the Business Activities in which the Competing Entity is engaged do not exceed $50 million in the aggregate and (2) the Annual Revenues derived by the Competing Entity from the Business Activities do not exceed $50 million in the aggregate; (B) engage, participate or invest in, or be employed by, a Competing Entity so long as the Business Activities for which Executive has oversight do not exceed five percent (5%) of the total Annual Revenues of such Competing Entity; or (C) acquire solely as an investment not more than two percent (2%) of any class of securities of any Competing Entity if such class of securities is listed on a national securities exchange, so long as Executive remains a passive investor in such entity. For purposes of this Section 9(a)(ii), the term “Annual Revenues” shall mean annual revenues for the most recently completed fiscal year.
(c)Hiring of Employees. During the Non-Compete Period, the Executive agrees that Executive will not directly or indirectly solicit for employment, or hire or offer employment to, (i) any employee of the Company unless the Company first terminates the employment of such employee, or (ii) any person who at any time during the 180 day period prior to the Termination Date was an employee of the Company.
(d)Non-Solicitation. Executive hereby agrees that, during the Non-Compete Period, Executive will not directly or indirectly call on or solicit for the purpose of diverting or taking away from the Company (including, by divulging any Confidential Information to any competitor or potential competitor of the Company) any person or entity who is at the Termination Date, or at any time during the twelve (12) month period prior to the Termination Date had been, a customer of the Company with whom the Executive had direct personal contact as a representative of the Company or a potential customer whose identity is known to Executive at the Termination Date as one whom the Company was actively soliciting as a potential customer within six (6) months prior to the Termination Date.
(e)Return of Company Property. Upon a Termination of Employment Executive will deliver to the person designated by the Company all originals and copies of all documents, information and other property of the Company in Executive’s possession, under Executive’s control, or to which Executive may have access. The Executive will not reproduce or appropriate for Executive’s own use, or for the use of others, any Confidential Information.
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11.Cooperation. Following Termination of Employment, Executive shall cooperate with the Company, its officers, employees, agents, affiliates and attorneys (a) in the defense or prosecution of, or in preparation for the defense or prosecution of, any lawsuit, dispute, investigation or other legal proceedings that may be ongoing, anticipated or threatened (“Proceedings”); (b) on any other matter related to the Company or its Affiliates (“Matters”) which arose during the period in which Executive was employed by the Company and its Affiliates; and (c) in responding to any form of media inquiry or in making any form of public comment related to the Executive’s employment with the Company, including, but not limited to, the Executive’s separation from the Company. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings and/or Matters as shall from time to time be reasonably requested by the Company, and shall be within Executive’s knowledge. Such cooperation shall be provided by Executive without remuneration, but Executive shall be entitled to reimbursement for all reasonable and appropriate expenses Executive incurs in so cooperating, including, by way of example and not by way of limitation, reasonable airplane fares, hotel accommodations, meal charges and other similar expenses to attend Proceedings or Matters outside of the city of Executive’s residence. In the event Executive is made aware of any issue or matter related to the Company, is asked by a third party to provide information regarding the Company, or is called other than by the Company as a witness to testify in any Proceeding or Matter related to the Company, Executive will notify the Company immediately in order to give the Company a reasonable opportunity to respond and/or participate in such Proceeding or Matter, unless Executive is requested or required not to do so by law enforcement or any other governmental agency or authority.
12.Equitable and Other Relief; Consent to Jurisdiction of Pennsylvania Courts.
(a)Executive acknowledges that the restrictions contained in Sections 8 and 9 are reasonable and necessary to protect the legitimate interests of the Company and its Affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of Section 8 or 9 will result in irreparable injury to the Company. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.
(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 8 or 9, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled under applicable law. Without limiting the foregoing, Executive also agrees that payment of the compensation and benefits payable under Section 4 may be automatically ceased in the event of a material breach of the covenants of Section 8 or 9, provided the Company gives Executive written notice of such breach, specifying in reasonable detail the circumstances constituting such material breach, and Executive fails to cease such activity within 15 days after Executive’s receipt of such written notice. In the event that any of the provisions of Sections 8 or 9 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 8 or 9 hereof, including any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be
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brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to receive service of any process, pleadings, notices or other papers in a manner provided for in Section 15 for the giving of notices.
13.Enforcement. It is the intent of the parties that Executive not be required to incur any expenses associated with the enforcement of Executive’s rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder. Accordingly, the Company will pay Executive the amount necessary to reimburse Executive in full for all expenses (including all reasonable attorneys’ fees and legal expenses) incurred by Executive in attempting to enforce any of the obligations of the Company under this Agreement, without regard to outcome, unless the lawsuit brought by Executive is determined to be frivolous by a court of final jurisdiction. The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the amount of such expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company reimburse the payment of such expenses may not be liquidated or exchanged for any other benefit.
14.
15.No Obligation to Mitigate Company’s Obligations. Executive will not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise, except to the extent provided in Sections 4(f) and 4(g).
16.No Set-Off. Except as provided in Sections 7 and 11(b), the Company’s obligation to make the payments, and otherwise perform its obligations, provided for in this Agreement shall not be diminished or delayed by reason of any set-off, counterclaim, recoupment or similar claim which the Company may have against Executive or others.
17.Notices. All notices and other communications given pursuant to or in connection with this Agreement shall be in writing and delivered (which may be by telefax or other electronic transmission) to a party at the following address, or to such other address as such party may hereafter specify by notice to the other party:
If to the Company, to:
Teleflex Incorporated
550 E. Swedesford Road
Wayne, Pennsylvania 19087
Attention: General Counsel
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If to Executive, to:
Dominik Reterski
[address omitted]
[address omitted]
18.Governing Law and Venue. This Agreement will be governed by and interpreted under the laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Agreement. Except as otherwise provided in this Agreement, venue for actions, claims or proceedings arising out of or relating to any controversy or claim arising under or relating to the Agreement shall be the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, and both parties consent to the venue and jurisdiction of these courts.
19.Parties in Interest. This Agreement, including specifically the covenants of Sections 8 and 9, will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
20.Entire Agreement. This Agreement and the Change of Control Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of his Employment, and such agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Change of Control Severance Agreement or this Agreement.
21.Amendment or Modification. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the party to be charged thereunder. It is the parties’ intention that the benefits and rights to which Executive could become entitled in connection with Termination of Employment comply with Code Section 409A. If Executive or the Company believes, at any time, that any of such benefit or right does not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Executive and the Company).
22.Clawback. The Company has adopted the Teleflex Incorporated Incentive Compensation Clawback Policy (“Clawback Policy”). Executive acknowledges that any incentive-based compensation paid under this Agreement may be subject to the Clawback Policy in accordance with the terms of such Clawback Policy, as the same may be amended from time to time.
23.Data Protection. By executing this Agreement, Executive hereby consents to the holding and processing of personal data provided by Executive to the Company and its Affiliates for all purposes necessary for the operation of this Agreement. This includes, but is not limited to, administering and maintaining records regarding Executive; providing information to third party administrators of benefit plans and awards; and providing information to future purchasers of the Company or the business in which Executive works. Executive is hereby advised and directed to refer to any Company and/or Affiliate data protection policy and/or notice from time to time in place for more details about how Executive’s personal data is used.
24.Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or
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unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.
25.Counterparts. This Agreement may be executed in one or more counterparts but shall not be effective until each party has executed at least one counterpart. Each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
26.Construction. The following principles of construction will apply to this Agreement:
(a) Unless otherwise expressly stated in connection therewith, a reference in this Agreement to a “Section,” “Exhibit” or “party” refers to a Section of, or an Exhibit or a party to, this Agreement.
(b) The word “including” means “including without limitation.”
27.Headings and Titles. The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Senior Executive Office Severance Agreement as of the date first above written.
28. TELEFLEX INCORPORATED
By:/s/ Cameron P. Hicks
Name: Cameron P. Hicks
Title: Corporate Vice President and Chief Human Resources Officer
/s/ Dominik Reterski
Dominik Reterski
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EXHIBIT A
29.WAIVER AND RELEASE AGREEMENT
THIS WAIVER AND RELEASE AGREEMENT (“Release”) is made by and between [INSERT EMPLOYEE NAME] (“Employee”), and Teleflex Incorporated (the “Company”), together with each and every of its predecessors, successors (by merger or otherwise), parents , subsidiaries, affiliates, divisions and related entities directors, officers, employees and agents, whether present or former (collectively the “Releasees”) with respect to Employee’s employment with and separation from the Company.
WHEREAS, Employee’s employment with the Company is terminated effective [INSERT TERMINATION DATE].
NOW, THEREFORE, the parties agree as follows, in consideration of the mutual covenants and obligations contained herein as well as those set forth in the Senior Executive Officer Severance Agreement entered into by Employee and the Company, dated as of [INSERT DATE OF SEVERANCE AGREEMENT] (the “Agreement” or “Severance Agreement”), and intending to be legally held bound:
1.Consideration. In consideration for the releases and other covenants set forth in the Release, after this Release becomes effective, the Company agrees to provide Employee with certain payments to be made and the benefits as provided under the Agreement and subject to the terms of the Agreement.
2. Employee’s Release. Employee hereby generally releases and discharges the Releasees from any and all suits, causes of action, complaints, obligations, demands, or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspected or unsuspected (hereinafter “claims”), which Employee ever had or now has against the Releasees, or any one of them, arising out of or relating to Employee’s employment including any matter, thing or event occurring up to and including the date Employee signs this Release. Employee’s release specifically includes, but is not limited to:
a.any and all claims for wrongful discharge, breach of contract (whether express or implied), or for breach of the implied covenant of good faith and fair dealing;
b.any and all claims of unlawful employment discrimination, retaliation and harassment, and failure to accommodate; related to terms and conditions of employment; for compensation and benefits; and/or wrongful termination on the basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, sexual orientation, gender identification, marital status or any other characteristic protected by law; and any and all claims in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims under the following statutes: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the
Americans with Disabilities Act, the National Labor Relations Act (“NLRA”), the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act of 1993, and the Employee Retirement Income Security Act of 1974, as amended;
c.any and all claims in tort (including but not limited to any claims for misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence); and
d.any and all claims for attorneys’ fees, costs and interest.
This Release does not include, however, a release of Employee’s right, if any, to (i) benefits under any Company plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), including the Company’s 401(k) Plan, (ii) COBRA benefits pursuant to Code Section 4980B, (iii) unemployment or workers’ compensation benefits that may arise after Employee signs this Release, (iv) reimbursement of expenses under the Company’s expense reimbursement policies, or (v) anything which cannot be released by private agreement.
3.Cooperation. Employee acknowledges and agrees to cooperate fully with the Company, its officers, employees, agents, affiliates and attorneys (a) in the defense or prosecution of, or in preparation for the defense or prosecution of, any lawsuit, dispute, investigation or other legal proceedings that may be on-going, anticipated or threatened (“Proceedings”); and (b) on any other matter related to the Company or its subsidiaries (“Matters”) which arose during the period of Employee’s employment with the Company and its subsidiaries. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings and/or Matters as shall from time to time be requested by the Company, and shall be within the knowledge of Employee. Such cooperation shall be provided by Employee without remuneration, but Employee shall be entitled to reimbursement for all reasonable and appropriate expenses Employee incurs in so cooperating including, but way of example and not by way of limitation, reasonable airplane fares, hotel accommodations, meal charges and other similar expenses to attend Proceedings and/or Matters outside of the city of Employee’s residence. In the event Employee is made aware of any issue or matter related to the Company, is asked by a third party to provide information regarding the Company, or is called other than by the Company as a witness to testify in any Proceeding or Matter related to the Company, Employee will notify the Company as soon as possible in order to give the Company a reasonable opportunity to respond and/or participate in such Proceeding or Matter unless Executive is requested or required not to do so by law enforcement or any other governmental agency or authority.
4.No Admission. Neither the execution of this Release by the Company, nor the terms hereof, constitute an admission by the Releasees of liability to Employee.
5.Confidentiality. Employee acknowledges that the terms of Sections 8 and 9 of the Agreement shall continue to apply for the balance of the time periods provided therein, and that Employee’s obligations under previously signed or otherwise executed agreements related to
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inventions, business ideas, confidentiality of corporate information, unfair competition (including but not limited to non-solicitation and non-competition covenants), and arbitration or other dispute resolution programs remain in effect.
6.Non-Disparagement. Employee agrees not to make statements to clients, customers, and suppliers of the Releasees or to other members of the public that are in any way disparaging or negative towards the Releasees or their products and services.
7.Legally Binding. This Release shall be binding upon the parties to this Release and upon their heirs, administrators, representatives, executors and assigns. Employee expressly warrants that Employee has not transferred to any person or entity any rights, causes of action or claims released in this Release.
8.Severability. If any term or provision of this Release other than Section 2 shall be held to be invalid or unenforceable for any reason, the validity or enforceability of the remaining terms or provisions shall not be affected, and such term or provision shall be deemed modified to the extent necessary to make it enforceable.
9.Miscellaneous and Acknowledgements. Employee acknowledges (a) Employee has reported to the Company any and all work-related injuries incurred during employment; (b) the Company properly provided any leave of absence because of Employee’s or a family member’s health condition or military service and Employee has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (c) Employee has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Releasee; and (d) Employee does not have a claim against the Company or any Releasee for sexual assault, sexual harassment, or unlawful workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination, or an act of retaliation against a person for reporting or opposing harassment or discrimination whether or not filed in a court or government agency proceeding, in an alternative dispute resolution forum, or through the Company’s internal complaint process
Notwithstanding the payment and benefits set forth in the Agreement, Employee represents and acknowledges that Employee is not owed any additional compensation for wages and benefits including, without limitation, salary, stock, options, commissions, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses, excluding vested benefits.
10.Advice of Counsel; Review and Revocation Periods. Employee is hereby advised in writing to consult with an attorney prior to the signing this Release. Employee acknowledges that Employee is acting of Employee’s own free will, that Employee has read and reviewed the terms of the Release, understands its provisions, and is voluntarily entering into this Release with full knowledge of its provisions and effects. Employee further acknowledges that Employee has been given at least 21 days within which to consider this Release before signing it (“Review Period”) and that if Employee decides to execute this Release before the Review Period has expired, Employee does so voluntarily and waives the opportunity to use the full Review Period. Employee agrees with the Company that changes, whether material or
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immaterial, do not restart the running of the Review Period. Employee may revoke this Agreement seven (7) days (15 days if Employee lived or worked in Minnesota) of Employee signing it (“Revocation Period”). Employee should return a signed copy of this Release and any revocation notice to at the address set forth in Section 15 of the Agreement. Employee understands that if Employee does not sign and return this Release within the Review Period or revokes this Release within the Revocation Period, the Release will be void and Employee will not receive the consideration as stated in the Agreement. This Release will become effective and enforceable at the end of Revocation Period provided Employee does not revoke (“Effective Date”).
11.Amendments. Neither this Release nor any term hereof may be orally changed, waived, discharged, or terminated, and may be amended only by a written agreement between Employee and an authorized officer of the Company.
12.Governing Law. This Release shall be governed by the laws of the state in which Employee last worked for the Company without regard to the conflict of law principles of any jurisdiction.
13.Protected Rights. Nothing in this Release or the Agreement including but not limited to the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions, (a) limits or affects Employee’s right to disclose, discuss, or make truthful statements about sexual harassment or sexual assault disputes, or any other unlawful or unsafe Company conduct or practices; (b) limits or affects Employee’s right to challenge the validity of this Release under the ADEA or the OWBPA; or (c) prevents Employee from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws; or from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration.. However, by signing this Release, Employee is waiving rights to individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or otherwise where prohibited.
In exchange for severance and other promises contained in this Release and the Agreement, Employee is entering into this Release voluntarily, deliberately, and with all information needed to make an informed decision to enter this Release. The Company has provided Employee with the opportunity to ask any questions regarding this Release and provided notice of and an opportunity to retain an attorney, or Employee already is represented by an attorney.
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EMPLOYEE
Signature:
Name:
Date:
In exchange for Employee’s release of claims and other promises contained in this Release, the Company agrees to provide the benefits set forth in the Senior Executive Office Severance Agreement .
TELEFLEX INCORPORATED
By:
Name:
Title:
Date:
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STATE SPECIFIC ADDENDUM TO RELEASE
APPLIES TO INDIVIDUALS WHO LIVED OR WORKED IN THE FOLLOWING STATES: ALABAMA, CALIFORNIA, HAWAII, ILLINOIS, MASSACHUSETTS, MINNESOTA, MONTANA, NEVADA, NEW JERSEY, NORTH DAKOTA, OREGON, SOUTH DAKOTA, WASHINGTON, OR WEST VIRGINIA
1.ALABAMA. If during employment with the Company, Employee lived or worked in Alabama, the following language is added to the end of the non-disparagement section:
The non-disparagement obligation in this Release does not prevent Employee from exercising the right to (a) communicate with a law enforcement officer acting within the line and scope of the officer's law enforcement duties that a violation of the law has occurred or is occurring; (b) communicate with a government regulator acting within the line and scope of the regulator's regulatory duties that a violation of the law has occurred or is occurring; (c) respond to a lawfully served judicial, grand jury, or other lawful subpoena; (d) testify in a judicial or administrative proceeding in response to a lawfully served subpoena or an order of a court of competent jurisdiction; (e) confer with the obligated party's attorney for the purpose of obtaining legal advice or representation; (f) respond to lawful discovery in a judicial or administrative action; provided the disparaging statement is either ordered by a court of competent jurisdiction or made in compliance with a protective order entered by the same court; (g) prosecute or defend a civil action between or among parties to a covered contract; provided the party making the disparaging statement attempts to and, if permitted by law, does file the disparaging statement and any related pleading under seal or in compliance with a protective order entered by a court of competent jurisdiction in the civil action; or (h) exercise federally protected statutory rights, including, but not limited to, the exercise of rights under the National Labor Relations Act or the Civil Rights Act of 1964, as amended.
2.CALIFORNIA. If during employment with the Company, Employee lived or worked in California, the following language is added to the end of the release:
Employee is releasing all rights under Section 1542 of the California Civil Code, which reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Employee also is not waiving the right to indemnity for necessary expenditures or losses (e.g., reimbursement of business expenses) incurred on behalf of the Company as provided in Section 2802 of the California Labor Code.
The following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful or waives Employee’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the
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Company, when Employee has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
3.HAWAII. If during employment with the Company, Employee lived or worked in Hawaii, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions shall be construed to prevent disclosing or discussing sexual harassment or sexual assault occurring in the workplace, at work-related events, between employees, or between an employer and an employee.
4.ILLINOIS. If during employment with the Company, Employee lived or worked in Illinois, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions is intended to or will be used in any way to limit Employee’s right to make truthful statements or disclosures regarding unlawful employment practices or precludes Employee from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding the Company, its agents, or employees, when Employee has been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
5.MASSACHUSETTS. If during employment with the Company, Employee lived or worked in Massachusetts, the following statutes are added to the list of statutes in the release: the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, the Massachusetts Minimum Fair Wages Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Labor and Industries Act, the Massachusetts Privacy Act, the Massachusetts Independent Contractor statute, the Massachusetts Earned Sick Time Law, and the anti-discrimination provisions of the Massachusetts Paid Family and Medical Leave Act.
6.MINNESOTA. If during employment with the Company, Employee lived or worked in Minnesota, Employee has 15 days to revoke the Release instead of seven (7). In addition, the Release shall not become effective until the 15-day revocation period expires, provided Employee does not revoke.
7.MONTANA. If during employment with the Company, Employee lived or worked in Montana, the following language is added to the end of the release:
Employee is releasing all rights under Montana Code Annotated Section 28-1-1602, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY THE CREDITOR, MUST HAVE MATERIALLY AFFECTED THE CREDITOR’S SETTLEMENT WITH THE DEBTOR.
Employee understands that Employee is referred to in this statute as the “creditor” and the Company is referred to as the “debtor.”
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8.NEVADA. If during employment with the Company, Employee lived or worked in Nevada, the following language is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions precludes Employee from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding the Company, its agents, or employees, when Employee has been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
9.NEW JERSEY. If during employment with the Company, Employee lived or worked in New Jersey, the following statutes are added to the list of statutes in the release: the New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, and the Diane B. Allen Equal Pay Act.
In addition, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions shall have the purpose or effect of requiring Employee to conceal the details relating to any claim of discrimination, harassment, or retaliation, provided that Employee does not reveal proprietary information consisting of non-public trade secrets, business plans, and customer information.
10.NORTH DAKOTA. If during employment with the Company, Employee lived or worked in North Dakota, the following language is added to the release:
Employee expressly waives any and all rights under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to North Dakota Century Code § 9-13-02.
11.OREGON. If during employment with the Company, Employee lived or worked in Oregon, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions shall have the purpose or effect of preventing Employee from disclosing factual information or discussing conduct that constitutes unlawful discrimination; harassment; sexual harassment, abuse, assault, or other criminal conduct; or retaliation; or prevents Employee from disclosing the amount or fact of any settlement.
12.SOUTH DAKOTA. If during employment with the Company, Employee lived or worked in South Dakota, the following language is added to the release:
Employee expressly waives any and all rights under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to South Dakota Codified Laws Section 20-7-11.
13.WASHINGTON. If during employment with the Company, Employee lived or worked in the State of Washington, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions prevents Employee from discussing or disclosing conduct, or the existence of a
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settlement involving conduct, that Employee reasonably believed to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as illegal under state, federal, or common law, or that is recognized as against a clear mandate of public policy, where the conduct occurred at the workplace, at work-related events coordinated by or through the employer, between employees, or between an employer and an employee, whether on or off the employment premises; provided, however, that Employee remains subject to the obligation to keep confidential the amount paid in settlement of any claim.
14.WEST VIRGINIA. If during employment with the Company, Employee lived or worked in West Virginia, the following language is added to the Release in the indicated places:
•“The West Virginia Human Rights Act” is added to the list of statutes in the release,
•A reference to “The toll-free number for the West Virginia Bar Association is 1-866-989-8227” is added to the advice of counsel and review and revocation periods section,
•“This confidentiality obligation does not apply to communications between Employee and (i) the West Virginia Human Rights Commission and (ii) similarly situated employees” is added to the end of confidentiality section.
4910-8505-0400.4
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Exhibit 10.5
EXECUTIVE CHANGE IN CONTROL AGREEMENT
This Executive Change In Control Agreement is made as of June 23, 2026, by and between Teleflex Incorporated (the “Company”) and Dominik Reterski (“Employee”).
BACKGROUND
A.Employee is employed by the Company or one of its subsidiaries.
B.The Company believes that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of Employee to the Company without distraction, notwithstanding that the Company could be subject to a Change of Control, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company.
C.In consideration for Employee agreeing to continue in employment with the Company and agreeing to keep Company information confidential, the Company agrees that Employee shall receive the compensation set forth in this Agreement in the event Employee’s employment with the Company is terminated without Cause or Employee terminates employment for Good Reason, upon or after a Change of Control.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:
1.Definitions.
“Base Salary” shall mean the highest annualized base rate of salary being paid to Employee in all capacities with the Company, together with any and all salary reduction authorized amounts under any of the Company’s benefit plans or programs, at the time of the Change of Control or any time thereafter.
“Benefit Period” shall mean the period beginning on Employee’s Termination Date and ending on the first to occur of (a) the eighteen-month anniversary of the Termination Date or (b) the first date on which Employee is employed by another employer and is eligible to participate in a health plan of Employee’s new employer.
“Board” shall mean the Board of Directors of the Company.
“Bonus Plan” shall mean a plan of the Company providing for the payment of a cash bonus to Employee.
“Cause” shall mean (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or (c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries taken as a whole.
“Commencement Date” shall mean the first day of the seventh month beginning after Employee’s Termination Date.
“Change of Control” shall mean one of the following shall have taken place after the date of this Agreement:
(a)any “person” (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than the Company, any majority controlled subsidiary of the Company, or the fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 20% or more of the total voting power of the voting securities of the Company then outstanding and entitled to vote generally in the election of directors of the Company; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Company;
(b)individuals who, as of the beginning of any 24 month period, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company;
(c)consummation of (i) a merger, consolidation or reorganization of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Company immediately prior to such merger, consolidation or reorganization do not, following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company or (iii) a sale or other disposition of all or substantially all of the assets of the Company, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Company immediately before such sale or other disposition; or
(d)consummation of any other transaction determined by resolution of the Board to constitute a Change of Control.
“Code” means the Internal Revenue Code of 1986, as amended.
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“Component Target Amount” shall have the meaning specified therefor in the definition of “Target Bonus” in this Section 1.
“Disability” shall mean Employee’s continuous illness, injury or incapacity for a period of six consecutive months.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Good Reason” means a Termination of Employment initiated by Employee by Notice of Termination, in accordance with Section 2 hereof, upon one or more of the following occurrences; provided that as soon as practicable, but not more than 90 days, after Employee becomes aware of such occurrence and before such Notice of Termination is given, Employee shall have given notice of Good Reason to the Company and the Company shall not have fully corrected the situation within 30 days after such notice of Good Reason:
(a)any failure of the Company to comply with and satisfy any of the material terms of this Agreement;
(b)any material reduction by the Company of the title, duties, job responsibilities, reporting relationship or position of Employee;
(c)any material reduction in Employee’s Base Salary; or
(d)the moving of the principal office of the Company to which Employee is assigned to a location more than 25 miles from its location on the date of the Change of Control.
“Performance Period” applicable to any Target Amount under a Bonus Plan shall mean the period of time in which the performance goals applicable to the determination of cash bonus awards pursuant to such Bonus Plan are measured.
“Senior Executive Officer Severance Agreement” means that certain Senior Executive Officer Severance Agreement, dated as of June 23, 2026, by and between the Company and Employee.
“Target Amount” in respect of a bonus payable to Employee pursuant to any Bonus Plan shall mean the amount specified in the Company’s records pertaining to such Bonus Plan as the “target amount” of cash bonus which would be payable to Employee if specified conditions were fulfilled.
“Target Bonus” shall mean the sum of the Target Amounts (each a “Component Target Amount”) which would be payable in the year immediately following the Termination Year pursuant to all Bonus Plans if all of the conditions for the payment of each Component Target Amount were fulfilled, without regard to whether such conditions are actually fulfilled; provided that, if a Target Amount has not been determined for any such Bonus Plan on or before the Termination Date, the Target
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Amount for such Bonus Plan which would have been payable in the Termination Year shall be substituted for such undetermined Target Amount in the foregoing calculation of the “Target Bonus.”
“Termination Date” shall mean the date of receipt of the Notice of Termination described in Section 2 hereof or the date of Employee’s Termination of Employment, if later.
“Termination of Employment” shall mean the termination of Employee’s active employment relationship with the Company. Employee’s Termination of Employment for all purposes under this Agreement will be determined to have occurred in accordance with the “separation from service” requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, and based on whether the facts and circumstances indicate that the Company and Employee reasonably anticipated that no further service would be performed after a certain date or that the level of bona fide services Employee would perform after such date (as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or actual period of service, if less).
“Termination following a Change of Control” shall mean a Termination of Employment upon or within two years after a Change of Control either:
(a)initiated by the Company for any reason other than Disability or Cause; or
(b)initiated by Employee for Good Reason.
“Termination Year” shall mean the year in which Employee’s Termination Date occurs.
2.Notice of Termination. The party initiating any Termination of Employment shall give written notice thereof to the other party (a “Notice of Termination”) in accordance with Section 14 hereof. A Notice of Termination shall (a) state with reasonable particularity the reasons for such Termination of Employment, if any, which are relevant to Employee’s right to receive compensation and benefits pursuant to this Agreement and (b) if the Termination Date is other than the date of receipt of such notice, specify the Termination Date (which date shall not be more than 15 days after the giving of such notice).
3.Compensation upon Termination following a Change of Control. Subject to the terms of this Agreement, in the event of Employee’s Termination following a Change of Control, Employee shall be entitled to receive the following payments and benefits from the Company:
(a)No later than two and one-half (2-1/2) months following the end of the calendar year in which the Termination Date occurs, Employee shall receive a lump sum cash payment equal to Employee’s unpaid base salary earned through the Termination Date.
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(b)If a bonus awarded to Employee pursuant to any Bonus Plan for payment in the Termination Year shall not have been paid to Employee, Employee shall receive the amount of such award by the later of (i) the date the amount is payable under the terms of the Bonus Plan, or (ii) two and one-half (2-1/2) months following the end of the end of the calendar year for which the award was granted. If no such bonus shall have been awarded to Employee under any Bonus Plan, on the Commencement Date Employee shall receive a lump sum cash payment in the amount of the sum of the Target Amounts under each such Bonus Plan referred to in the immediately preceding sentence which would have been payable to Employee in the Termination Year.
(c)On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of (i) a pro-rated amount of the Target Bonus and (ii) in the event the Employee was a participant in such plan on the Termination Date, an amount equal to one and a half (1.5) times the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (“Deferred Compensation Plan”) for the plan year following the plan year which includes the Termination Date, assuming that Employee’s Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for the plan year immediately following the plan year which includes the Termination Date are the same as Employee’s Compensation and Bonus for the plan year which includes the Termination Date. The pro-rated Target Bonus shall be computed by multiplying the Target Bonus by a fraction (i) the numerator of which is the number of days in each year of the Performance Period applicable to such Component Target Amount reduced by the number of days in the Termination Year following the Termination Date, and (ii) the denominator of which is the number of days in the Performance Period.
(d)Employee shall receive an amount equal to one and a half (1.5) times Employee’s Base Salary (the “Base Salary Severance Amount”), which shall be divided into 18 equal monthly installments and paid as follows: (i) on the Commencement Date an amount equal to the first seven monthly installments and (ii) an additional monthly installment on the first day of each month thereafter for the next eleven months.
(e)Employee shall receive an amount equal to (i) one hundred percent (100%) of the Target Bonus on the six (6)-month anniversary of the Commencement Date, plus (ii) fifty percent (50%) of the Target Bonus on the 18-month anniversary of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment.
(f)The Company shall continue to provide health and dental benefits under the Company’s then-current health and dental plans for Employee and Employee’s spouse and eligible dependents during the Benefit Period on the same basis as if Employee had continued to be employed during that period. If the continuation of coverage under the Company’s health and dental plans for Employee and Employee’s spouse and eligible dependents results in a violation of Section 105(h) of the Code, the continuation of coverage will be on an after-tax basis with the portion of the monthly cost of coverage paid by the Company being reported as additional taxable income. If the continuation of coverage under the Company’s health and dental plans will be on an after-tax basis, Employee will be entitled to a payment for each applicable month during the Benefit Period so that Employee will be in the same position as if the continuation of coverage could have been provided on a pre-tax basis (the “Health Care Payment”). The Company will pay Employee (i) on the Commencement Date, a single lump sum cash payment in an amount equal to Health Care Payment applicable for up to the first six (6) months of the Benefit Period, and (ii) on the last day of each appliable month thereafter
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during the Benefit Period, including the month in which the Commencement Date occurs, if applicable, an amount equal to the Health Care Payment for that month. The COBRA health care continuation coverage period under Section 4980B of the Code shall begin at the end of the Benefit Period. Notwithstanding the preceding, if Employee and Employee’s spouse and eligible dependents are not eligible to continue coverage under the Company’s health and/or dental plan(s), the Company will reimburse Employee in cash on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employee’s spouse and eligible dependents under the Company’s health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Company’s portion of the cost paid by Employee for that month’s coverage determined in accordance with the Company’s policy then in effect for employee cost sharing.
(g)The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Employee shall only be entitled to reimbursement for those outplacement service expenses incurred by Employee on or prior to the last day of the second calendar year following the Termination Year.
(h)All Company stock options and restricted stock held by Employee as of Employee’s Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide.
(i)As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employee’s Termination Date) executed by Employee (the “Release”), and Employee shall not thereafter revoke the Release. If Employee fails to execute or revokes the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.
(j)Taxable Benefits. Any taxable welfare benefits provided pursuant to this Section 3 that are not “disability pay” or “death benefits” within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the “Applicable Benefits”) shall be subject to the following requirements in order to comply with Code Section 409A. The amount of any Applicable Benefit provided during one taxable year shall not affect the amount of the Applicable Benefit provided in any other taxable year, except that with respect to any Applicable Benefit that consists of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements over some or all of the applicable Benefit Period, as described in
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Treasury Regulations Section 1.409A-3(i)(iv)(B). To the extent that any Applicable Benefit consists of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. No Applicable Benefit may be liquidated or exchanged for another benefit. If Employee is a “specified employee”, as defined in Code Section 409A, then during the period of six (6) months immediately following Employee’s Termination of Employment, Employee shall be obligated to pay the Company the full cost for any Applicable Benefits that do not constitute health benefits of the type required to be provided under the health continuation coverage requirements of Code Section 4980B, and the Company shall reimburse Employee for any such payments on the first business day that is more than six (6) months after the Termination Date.
4.Limitations on Certain Payments.
(a)Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and it is determined that any payment or distribution by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then, if the aggregate present value of such Payments exceeds 2.99 times Employee’s “base amount,” as defined in Section 280G(b)(3) of the Code (the “Base Amount”), the Payments constituting “parachute payments” which would otherwise be payable to or for the benefit of Employee shall be reduced to the extent necessary so that such “parachute payments” are equal to 2.99 times the Base Amount (the “Reduced Amount”); provided that such Payments shall not be so reduced if the Company determines, based upon the advice of the Accounting Firm (as defined below), that without such reduction Employee would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after tax basis, that Employee would be entitled to retain upon his receipt of the Reduced Amount.
(b)If the determination made pursuant to Section 4(a) results in a reduction of the Payments that would otherwise be paid to Employee except for the application of Section 4(a), then the reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of equity-based awards (if applicable); reduction of employee benefits. In the event that acceleration of vesting of equity-based awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s equity-based award.
(c)All determinations to be made under this Section 4 shall be made by the Company’s independent public accountants immediately prior to the Change of Control or by another independent public accounting firm mutually selected by the Company and Employee before the date of the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and Employee within 20 days after the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and Employee.
(d)All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 4 shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 4, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.
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(e)As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made under this Section 4 (“Overpayment”) or that additional payments which are not made by the Company under this Section 4 should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Employee, which Employee shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.
5.Confidential Information. Employee recognizes and acknowledges that, by reason of Employee’s employment by and service to the Company, Employee has had and will continue to have access to confidential information of the Company and its affiliates, including, without limitation, information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company and its affiliates and other distributors, customers, clients, suppliers and others who have business dealings with the Company and its affiliates (“Confidential Information”). Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Employee covenants that Employee will not, either during or after Employee’s employment by the Company, disclose any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Employee or except as may be required by law or in a judicial or administrative proceeding. Notwithstanding anything to the contrary herein, (a) each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; and (b) nothing in this Agreement shall prohibit or impede Employee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance will Employee be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its subsidiaries without prior written consent of the Company’s General Counsel or other officer designated by the Board.
6.Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)), no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting
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or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Employee files a lawsuit for retaliation by the Company for reporting suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
7.Equitable Relief.
(a)Employee acknowledges that the restrictions contained in Section 5 hereof are reasonable and necessary to protect the legitimate interests of the Company and its subsidiaries, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employee’s own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employee’s counsel.
(b)Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 5, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employee’s receipt of such written notice. In the event that any of the provisions of Section 5 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c)Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 14 hereof.
8.Other Payments and Indemnification. The payments due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Employee under any other plan, policy or program of the Company except as provided
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under Section 16(a) and except that no cash payments shall be paid to Employee under any severance plan of the Company that are due and payable solely as a result of a Change of Control. In addition, Employee shall continue to be covered by any policy of insurance providing indemnification rights for service as an officer and director of the Company and to all other rights to indemnification provided by the Company, in each case at least as favorable as applicable to Employee on the date of this Agreement.
9.Notwithstanding anything set forth herein to the contrary, where Employee receives any benefit or payment provided for under this Agreement, he shall not be entitled to any benefit under the Senior Executive Officer Severance Agreement and vice versa. Under no circumstances may Employee be entitled to receive payment under both agreements.
10.Enforcement. It is the intent of the parties that Employee not be required to incur any expenses associated with the enforcement of Employee’s rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Employee hereunder. Accordingly, the Company shall pay Employee on demand the amount necessary to reimburse Employee in full for all expenses (including all reasonable attorneys’ fees and legal expenses) incurred by Employee in attempting to enforce any of the obligations of the Company under this Agreement, without regard to outcome, unless the lawsuit brought by Employee is determined to be frivolous by a court of final jurisdiction. The Company shall reimburse Employee for expenses under this Section 8 no later than the end of the calendar year next following the calendar year in which such expenses were incurred, it being understood that the foregoing limitation is intended to ensure compliance with Code Section 409A, and shall not serve to extend or otherwise delay the time period within which the Company is required to reimburse Employee for expenses as set forth in this Section 8. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employee’s right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.
11.No Mitigation. Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise, except to the extent provided in Section 3(f).
12.No Set-Off. Except as provided in Sections 3(j) and 6(b), the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against Employee or others.
13.Deductions and Taxes. Amounts payable by the Company pursuant to this Agreement shall be paid net of (a) taxes withheld by the Company in accordance with the requirements of law and (b) deductions for the portion of the cost of certain benefits to be borne by Employe pursuant to Section 3(f).
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14.Term of Agreement. The term of this Agreement shall be for three years from the date hereof and shall be automatically renewed for successive one-year periods unless the Company notifies Employee in writing that this Agreement will not be renewed at least 60 days prior to the end of the current term; provided, however, that (a) this Agreement shall remain in effect for at least two years after a Change of Control occurring during the term of this Agreement and shall remain in effect until all of the obligations of the parties hereunder are satisfied, and (b) this Agreement shall terminate if, prior to but not in contemplation of a Change of Control, the employment of Employee with the Company and its affiliates shall terminate for any reason.
15.Successor Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as herein before defined and any such successor or successors to its business or assets, jointly and severally.
16.Notice. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:
17.If to the Company, to:
550 E. Swedesford Road
Wayne, Pennsylvania 19087
Attention: Chief Executive Officer
with a copy to (which shall not constitute notice):
Teleflex Incorporated
55 E. Swedesford Road
Wayne, Pennsylvania 19087
Attention: General Counsel
If to Employee, to:
[address omitted]
[address omitted]
or to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section; provided, however, that if no such notice is given by the Company following a Change of Control, notice at the last address of the Company or to any successor pursuant to
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Section 14 hereof shall be deemed sufficient for the purposes hereof. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.
18.Governing Law and Venue. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania excluding any conflicts or choice of law rule or principle that might otherwise refer to the substantive law of another jurisdiction for the construction, or determination of the validity or effect, of this Agreement. Except as otherwise provided in this Agreement, venue for actions, claims or proceedings arising out of or relating to any controversy or claim arising under or relating to the Agreement shall be the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, and both parties consent to the venue and jurisdiction of these courts.
19.Entire Agreement; Amendment and Assignment; Successors.
(a)The parties acknowledge and agree that this Agreement and the attached Release (i) sets forth the entire understanding between the parties hereto with respect to the subject matter hereof; and (ii) supersedes all prior agreements between the Company and any of its subsidiaries, on the one hand, and Employee, on the other hand, which shall be deemed terminated and of no further force or effect from and after the date hereof, except Employee’s obligations under previously signed or otherwise executed agreements related to inventions, business ideas, confidentiality of corporate information, unfair competition (including but not limited to non-solicitation and non-competition covenants), and arbitration or other dispute resolution programs remain intact.
(b)This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and a duly authorized officer of the Company.
(c)Except as otherwise set forth herein, this Agreement is not intended to supersede or alter Employee’s rights under any compensation, benefit plan or program in which Employee participated and under which Employee retains a right to benefits. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, to the extent that the provisions of this Agreement are more favorable to Employee than the terms of such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board.
(d)Employee’s employment relationship with the Company remains at-will. Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company.
(e)All of the terms and provisions of this Agreement, including the covenants of Section 5, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto.
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(f)It is the parties’ intention that the benefits and rights to which Employee could become entitled in connection with Termination of Employment comply with Code Section 409A. If Employee or the Company believes, at any time, that any of such benefits or rights do not so comply, he or it shall promptly advise the other party and shall negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (with the most limited economic effect on Employee and the Company). Each discreet payment or installment payment being made hereunder shall be considered a separate payment for purposes of determining if such amount is subject to or exempt from Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Company and its successors shall not be liable to Employee or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any amount hereunder is subject to taxes, penalties or interest as a result of failing to comply with Code Section 409A.
20.Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.
21.Remedies Cumulative; No Waiver. No right conferred upon Employee by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by Employee in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, including, without limitation, any delay by Employee in delivering a Notice of Termination pursuant to Section 2 hereof after an event has occurred which would, if Employee had resigned, have constituted a Termination following a Change of Control pursuant to Section 1 of this Agreement.
22.Clawback. The Company has adopted the Teleflex Incorporated Incentive Compensation Clawback Policy (“Clawback Policy”). Employee acknowledges that any incentive-based compensation paid under this Agreement may be subject to the Clawback Policy in accordance with the terms of such Clawback Policy, as the same may be amended from time to time.
23.Data Protection. By executing this Agreement, Employee hereby consents to the holding and processing of personal data provided by Employee to the Company and its subsidiaries for all purposes necessary for the operation of this Agreement. This includes, but is not limited to, administering and maintaining records regarding Employee; providing information to third party administrators of benefit plans and awards; and providing information to future purchasers of the Company or the business in which Employee works. Employee is hereby advised and directed to refer to any Company and/or Company’s subsidiary data protection policy and/or notice from time to time in place for more details about how Employee’s personal data is used.
24.Miscellaneous. All Section headings and titles and the like in this Agreement are inserted for convenience of reference only form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof. This Agreement may be executed in several counterparts but shall not be effective until each party has executed at least one counterpart. Each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute the same instrument. It shall not be necessary in making proof of this
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Agreement or any counterpart hereof to produce or account for any of the other counterparts.
25.Construction. The following principles of construction will apply to this Agreement:
(a)Unless otherwise expressly stated in connection therewith, a reference in this Agreement to a “Section,” “Exhibit” or “party” refers to a Section of, or an Exhibit or a party to, this Agreement.
(b)The word “including” means “including without limitation.”
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Executive Change in Control Agreement as of the date first above written.
Teleflex Incorporated By: /s/ Cameron P. Hicks Name: Cameron P. Hicks Title: Corporate Vice President and Chief Human Resources Officer | |||||
Employee: /s/ Dominik Reterski Dominik Reterski | |||||
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EXHIBIT A
WAIVER AND RELEASE AGREEMENT
THIS WAIVER AND RELEASE AGREEMENT (“Release”) is made by and between [INSERT EMPLOYEE NAME] (“Employee”), and Teleflex Incorporated (the “Company”), together with each and every of its predecessors, successors (by merger or otherwise), parents, subsidiaries, affiliates, divisions and related entities directors, officers, employees and agents, whether present or former (collectively the “Releasees”) with respect to Employee’s employment with and separation from the Company.
WHEREAS, Employee’s employment with the Company is terminated effective [INSERT TERMINATION DATE].
NOW, THEREFORE, the parties agree as follows, in consideration of the mutual covenants and obligations contained herein as well as those set forth in the Executive Change in Control Agreement entered into by Employee and the Company, dated as of [INSERT DATE OF CIC AGREEMENT] (the “Agreement” or “Change in Control Agreement”), and intending to be legally held bound:
1.Consideration. In consideration for the releases and other covenants set forth in the Release, after this Release becomes effective, the Company agrees to provide Employee with certain payments to be made and the benefits as provided under the Change in Control Agreement and subject to the terms of the Change in Control Agreement.
2. Employee’s Release. Employee hereby generally releases and discharges the Releasees from any and all suits, causes of action, complaints, obligations, demands, or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspected or unsuspected (hereinafter “claims”), which Employee ever had or now has against the Releasees, or any one of them, arising out of or relating to Employee’s employment including any matter, thing or event occurring up to and including the date Employee signs this Release. Employee’s release specifically includes, but is not limited to:
a.any and all claims for wrongful discharge, breach of contract (whether express or implied), or for breach of the implied covenant of good faith and fair dealing;
b.any and all claims of unlawful employment discrimination, retaliation and harassment, and failure to accommodate; related to terms and conditions of employment; for compensation and benefits; and/or wrongful termination on the basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, sexual orientation, gender identification, marital status or any other characteristic protected by law; and any and all claims in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims under the following statutes: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination
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in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the National Labor Relations Act (“NLRA”), the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act of 1993, and the Employee Retirement Income Security Act of 1974, as amended;
c.any and all claims in tort (including but not limited to any claims for misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence); and
d.any and all claims for attorneys’ fees, costs and interest.
This Release does not include, however, a release of Employee’s right, if any, to (i) benefits under any Company plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”) including the Company’s 401(k) Plan, (ii) COBRA benefits pursuant to Code Section 4980B, (iii) unemployment or workers’ compensation benefits that may arise after Employee signs this Release, (iv) reimbursement of expenses under the Company’s expense reimbursement policies, or (v) anything which cannot be released by private agreement.
3.Cooperation. Employee acknowledges and agrees to cooperate fully with the Company, its officers, employees, agents, affiliates and attorneys (a) in the defense or prosecution of, or in preparation for the defense or prosecution of, any lawsuit, dispute, investigation or other legal proceedings that may be on-going, anticipated or threatened (“Proceedings”); and (b) on any other matter related to the Company or its subsidiaries (“Matters”) which arose during the period of Employee’s employment with the Company and its subsidiaries. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings and/or Matters as shall from time to time be requested by the Company, and shall be within the knowledge of Employee. Such cooperation shall be provided by Employee without remuneration, but Employee shall be entitled to reimbursement for all reasonable and appropriate expenses Employee incurs in so cooperating including, but way of example and not by way of limitation, reasonable airplane fares, hotel accommodations, meal charges and other similar expenses to attend Proceedings and/or Matters outside of the city of Employee’s residence. In the event Employee is made aware of any issue or matter related to the Company, is asked by a third party to provide information regarding the Company, or is called other than by the Company as a witness to testify in any Proceeding or Matter related to the Company, Employee will notify the Company as soon as possible in order to give the Company a reasonable opportunity to respond and/or participate in such Proceeding or Matter unless Executive is requested or required not to do so by law enforcement or any other governmental agency or authority.
4.No Admission. Neither the execution of this Release by the Company, nor the terms hereof, constitute an admission by the Releasees of liability to Employee.
5.Confidentiality. Employee acknowledges that the terms of Sections 5 and 6 of the Change in Control Agreement shall continue to apply for the balance of the time
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periods provided therein, and that Employee’s obligations under previously signed or otherwise executed agreements related to inventions, business ideas, confidentiality of corporate information, unfair competition (including but not limited to non-solicitation and non-competition covenants), and arbitration or other dispute resolution programs remain in effect.
6.Non-Disparagement. Employee agrees not to make statements to clients, customers, and suppliers of the Releasees or to other members of the public that are in any way disparaging or negative towards the Releasees or their products and services.
7.Legally Binding. This Release shall be binding upon the parties to this Release and upon their heirs, administrators, representatives, executors and assigns. Employee expressly warrants that Employee has not transferred to any person or entity any rights, causes of action or claims released in this Release.
8.Severability. If any term or provision of this Release other than Section 2 shall be held to be invalid or unenforceable for any reason, the validity or enforceability of the remaining terms or provisions shall not be affected, and such term or provision shall be deemed modified to the extent necessary to make it enforceable.
9.Miscellaneous and Acknowledgements. Employee acknowledges (a) Employee has reported to the Company any and all work-related injuries incurred during employment; (b) the Company properly provided any leave of absence because of Employee’s or a family member’s health condition or military service and Employee has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (c) Employee has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Releasee; and (d) Employee does not have a claim against the Company or any Releasee for sexual assault, sexual harassment, or unlawful workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination, or an act of retaliation against a person for reporting or opposing harassment or discrimination whether or not filed in a court or government agency proceeding, in an alternative dispute resolution forum, or through the Company’s internal complaint process
Notwithstanding the payment and benefits set forth in the Change in Control Agreement, Employee represents and acknowledges that Employee is not owed any additional compensation for wages and benefits including, without limitation, salary, stock, options, commissions, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses, excluding vested benefits.
10.Advice of Counsel; Review and Revocation Periods. Employee is hereby advised in writing to consult with an attorney prior to the signing this Release. Employee acknowledges that Employee is acting of Employee’s own free will, that Employee has read and reviewed the terms of the Release, understands its provisions, and is voluntarily entering into this Release with full knowledge of its provisions and effects. Employee further acknowledges that Employee has been given at least 21 days within which to consider this Release before signing it (“Review Period”) and that if Employee decides to execute this Release before the Review Period has expired, Employee does so voluntarily and waives the
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opportunity to use the full Review Period. Employee agrees with the Company that changes, whether material or immaterial, do not restart the running of the Review Period. Employee may revoke this Agreement seven (7) days (15 days if Employee lived or worked in Minnesota) of Employee signing it (“Revocation Period”). Employee should return a signed copy of this Release and any revocation notice to at the address set forth in Section 14 of the Change in Control Agreement. Employee understands that if Employee does not sign and return this Release within the Review Period or revokes this Release within the Revocation Period, the Release will be void and Employee will not receive the consideration as stated in the Change in Control Agreement. This Release will become effective and enforceable at the end of Revocation Period provided Employee does not revoke (“Effective Date”).
11.Amendments. Neither this Release nor any term hereof may be orally changed, waived, discharged, or terminated, and may be amended only by a written agreement between Employee and an authorized officer of the Company.
12.Governing Law. This Release shall be governed by the laws of the state in which Employee last worked for the Company without regard to the conflict of law principles of any jurisdiction.
13.Protected Rights. Nothing in this Release or the Change in Control Agreement including but not limited to the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions, (a) limits or affects Employee’s right to disclose, discuss, or make truthful statements about sexual harassment or sexual assault disputes, or any other unlawful or unsafe Company conduct or practices; (b) limits or affects Employee’s right to challenge the validity of this Release under the ADEA or the OWBPA; or (c) prevents Employee from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in response to a subpoena or other information request to, or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws; or from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration.. However, by signing this Release, Employee is waiving rights to individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Employee or on Employee’s behalf by any third party, except for any right Employee may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or otherwise where prohibited.
In exchange for severance and other promises contained in this Release and the Change in Control Agreement, Employee is entering into this Release voluntarily, deliberately, and with all information needed to make an informed decision to enter this Release. The Company has provided Employee with the opportunity to ask any questions regarding this Release and provided notice of and an opportunity to retain an attorney, or Employee already is represented by an attorney.
EMPLOYEE
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Name Printed
Signature:
Date:
In exchange for Employee’s release of claims and other promises contained in this Release, the Company agrees to provide the benefits set forth in the Change in Control Agreement .
[EMPLOYING ENTITY]
By: Signature:
Name Printed
Title: HR Partner
Date:
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STATE SPECIFIC ADDENDUM TO RELEASE
APPLIES TO INDIVIDUALS WHO LIVED OR WORKED IN THE FOLLOWING STATES: ALABAMA, CALIFORNIA, HAWAII, ILLINOIS, MASSACHUSETTS, MINNESOTA, MONTANA, NEVADA, NEW JERSEY, NORTH DAKOTA, OREGON, SOUTH DAKOTA, WASHINGTON, OR WEST VIRGINIA
1.ALABAMA. If during employment with the Company, Employee lived or worked in Alabama, the following language is added to the end of the non-disparagement section:
The non-disparagement obligation in this Release does not prevent Employee from exercising the right to (a) communicate with a law enforcement officer acting within the line and scope of the officer's law enforcement duties that a violation of the law has occurred or is occurring; (b) communicate with a government regulator acting within the line and scope of the regulator's regulatory duties that a violation of the law has occurred or is occurring; (c) respond to a lawfully served judicial, grand jury, or other lawful subpoena; (d) testify in a judicial or administrative proceeding in response to a lawfully served subpoena or an order of a court of competent jurisdiction; (e) confer with the obligated party's attorney for the purpose of obtaining legal advice or representation; (f) respond to lawful discovery in a judicial or administrative action; provided the disparaging statement is either ordered by a court of competent jurisdiction or made in compliance with a protective order entered by the same court; (g) prosecute or defend a civil action between or among parties to a covered contract; provided the party making the disparaging statement attempts to and, if permitted by law, does file the disparaging statement and any related pleading under seal or in compliance with a protective order entered by a court of competent jurisdiction in the civil action; or (h) exercise federally protected statutory rights, including, but not limited to, the exercise of rights under the National Labor Relations Act or the Civil Rights Act of 1964, as amended.
2.CALIFORNIA. If during employment with the Company, Employee lived or worked in California, the following language is added to the end of the release:
Employee is releasing all rights under Section 1542 of the California Civil Code, which reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Employee also is not waiving the right to indemnity for necessary expenditures or losses (e.g., reimbursement of business expenses) incurred on behalf of the Company as provided in Section 2802 of the California Labor Code.
The following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or
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discrimination or any other conduct that Employee has reason to believe is unlawful or waives Employee’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when Employee has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
3.HAWAII. If during employment with the Company, Employee lived or worked in Hawaii, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions shall be construed to prevent disclosing or discussing sexual harassment or sexual assault occurring in the workplace, at work-related events, between employees, or between an employer and an employee.
4.ILLINOIS. If during employment with the Company, Employee lived or worked in Illinois, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions is intended to or will be used in any way to limit Employee’s right to make truthful statements or disclosures regarding unlawful employment practices or precludes Employee from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding the Company, its agents, or employees, when Employee has been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
5.MASSACHUSETTS. If during employment with the Company, Employee lived or worked in Massachusetts, the following statutes are added to the list of statutes in the release: the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Law, the Massachusetts Minimum Fair Wages Law, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Labor and Industries Act, the Massachusetts Privacy Act, the Massachusetts Independent Contractor statute, the Massachusetts Earned Sick Time Law, and the anti-discrimination provisions of the Massachusetts Paid Family and Medical Leave Act.
6.MINNESOTA. If during employment with the Company, Employee lived or worked in Minnesota, Employee has 15 days to revoke the Release instead of 7. In addition, the Release shall not become effective until the 15-day revocation period expires, provided Employee does not revoke.
7.MONTANA. If during employment with the Company, Employee lived or worked in Montana, the following language is added to the end of the release:
Employee is releasing all rights under Montana Code Annotated Section 28-1-1602, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE,
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WHICH, IF KNOWN BY THE CREDITOR, MUST HAVE MATERIALLY AFFECTED THE CREDITOR’S SETTLEMENT WITH THE DEBTOR.
Employee understands that Employee is referred to in this statute as the “creditor” and the Company is referred to as the “debtor.”
8.NEVADA. If during employment with the Company, Employee lived or worked in Nevada, the following language is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions precludes Employee from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices regarding the Company, its agents, or employees, when Employee has been required or requested to do so pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
9.NEW JERSEY. If during employment with the Company, Employee lived or worked in New Jersey, the following statutes are added to the list of statutes in the release: the New Jersey Conscientious Employee Protection Act, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, and the Diane B. Allen Equal Pay Act.
In addition, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions shall have the purpose or effect of requiring Employee to conceal the details relating to any claim of discrimination, harassment, or retaliation, provided that Employee does not reveal proprietary information consisting of non-public trade secrets, business plans, and customer information.
10.NORTH DAKOTA. If during employment with the Company, Employee lived or worked in North Dakota, the following language is added to the release:
Employee expressly waives any and all rights under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to North Dakota Century Code § 9-13-02.
11.OREGON. If during employment with the Company, Employee lived or worked in Oregon, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions shall have the purpose or effect of preventing Employee from disclosing factual information or discussing conduct that constitutes unlawful discrimination; harassment; sexual harassment, abuse, assault, or other criminal conduct; or retaliation; or prevents Employee from disclosing the amount or fact of any settlement.
12.SOUTH DAKOTA. If during employment with the Company, Employee lived or worked in South Dakota, the following language is added to the release:
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Employee expressly waives any and all rights under any state or local statute, executive order, regulation, common law and/or public policy relating to unknown claims, including but not limited to South Dakota Codified Laws Section 20-7-11.
13.WASHINGTON. If during employment with the Company, Employee lived or worked in the State of Washington, the following is added to the protected rights section:
Nothing in this Release, including but not limited to, the release, cooperation, confidentiality, return of property, non-disparagement, continuing obligations, and acknowledgement provisions prevents Employee from discussing or disclosing conduct, or the existence of a settlement involving conduct, that Employee reasonably believed to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as illegal under state, federal, or common law, or that is recognized as against a clear mandate of public policy, where the conduct occurred at the workplace, at work-related events coordinated by or through the employer, between employees, or between an employer and an employee, whether on or off the employment premises; provided, however, that Employee remains subject to the obligation to keep confidential the amount paid in settlement of any claim.
14.WEST VIRGINIA. If during employment with the Company, Employee lived or worked in West Virginia, the following language is added to the Release in the indicated places:
•“The West Virginia Human Rights Act” is added to the list of statutes in the release,
•A reference to “The toll-free number for the West Virginia Bar Association is 1-866-989-8227” is added to the advice of counsel and review and revocation periods section,
•“This confidentiality obligation does not apply to communications between Employee and (i) the West Virginia Human Rights Commission and (ii) similarly situated employees” is added to the end of confidentiality section.
4897-6469-4560.2
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Exhibit 22
Subsidiary Guarantors of Guaranteed Securities
The following subsidiaries of Teleflex Incorporated are guarantors of its $500 million principal amount of 4.25% Senior Notes due 2028 and its $500 million principal amount of 5.875% Senior Notes due 2032:
Arrow International LLC
Arrow Interventional, Inc.
EPIC MedTec OEM LLC
NeoTract, Inc.
Standard Bariatrics, Inc.
Teleflex Life Sciences LLC
Teleflex Life Sciences II LLC
Teleflex LLC
Teleflex Logistics LLC
Teleflex Medical Devices LLC
Teleflex Medical Incorporated
Teleflex Medical OEM LLC
Traverse Vascular, Inc.
TFX North America Inc.
Vascular Solutions LLC
Z-Medica, LLC
Z-Medica Acquisition, LLC
Zeus Buyer, Inc.
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jason R. Weidman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 6, 2026 | /s/ Jason R. Weidman | |||||||
| Jason R. Weidman | ||||||||
President and Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John R. Deren, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 6, 2026 | /s/ John R. Deren | |||||||
| John R. Deren | ||||||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason R. Weidman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: August 6, 2026 | /s/ Jason R. Weidman | |||||||
Jason R. Weidman President and Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Deren, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: August 6, 2026 | /s/ John R. Deren | |||||||
John R. Deren Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||