EX-10.J 3 w68607exv10wj.txt LETTER AGREEMENT DATED SEPTEMBER 23, 2004 Exhibit 10(J) [TELEFLEX LOGO] Telefax Incorporated 155 South Limerick Road Clark D. Handy Limerick, PA 19468 USA Executive Vice President, Human Resources Phone: 610-948-2865 Fax 610-948-1702 www.teleflex.com September 23, 2004 Laurence G. Miller 1001 Barberry Road Bryn Mawr, PA 19010 Dear Larry: On behalf of Teleflex Incorporated, it is my pleasure to confirm our offer for the position of General Counsel, reporting to Jeff Black, President and CEO. The position will be based at our corporate headquarters in Limerick, Pennsylvania. The starting salary for this position is $320,000 annually. Your start date will be on November 1, 2004 or a date mutually agreed upon by you and Jeff Black. In addition to your salary, you will be considered for participation in the Profit Participation Plan with a target payout of 50% based on 100% performance to plan. This Plan is designed to provide a cash incentive award to eligible exempt employees who meet certain performance criteria. Any potential award would be based on your personal performance and the financial performance of the Corporation. Your guaranteed minimum Bonus Payout for calendar year 2005 will be $100,000. In subsequent years, you will be subject to the normal terms and conditions of the plan. Additionally, you will be eligible for participation in the Long Term Incentive Plan (LTIP). Details of this plan will be explained shortly after your start date. You will also be eligible for a stock option grant to purchase 25,000 shares of Teleflex Stock which will have a three year vesting period with the first one-third becoming exercisable one year from date of hire. You will be granted Restricted Stock in the amount of 1,800 shares which will have a two year cliff vest. Your Option grant and Restricted Stock is subject to approval at a future meeting of the Compensation Committee of the Teleflex Board of Directors after your date of employment. The Option Price will be the fair market value, as defined by the Plan, of the Company's Common Stock on the date the Option is granted. You may also be eligible for future grants based on your performance and the company's financial performance. We are proud of the benefits offered to our employees. Your insurance coverage will be effective on your start date. An overview of the benefits the Company offers to employees accompanies this offer. In addition to the standard life insurance benefit of 1.5 times base salary at no cost to you, we are pleased to offer you, as a key executive, an additional $500,000,00 of group life insurance with the premiums paid by the Company. The Long Term Disability and Short Term Disability benefits are also provided by the company at no cost to you. You will receive four weeks of paid vacation annually until such time as you are eligible for more under the vacation policy. Though we do not have employment agreements or a severance policy at the time of this offer, you will be offered nine months of salary, medical, dental, and car allowance benefits after 90 days notice in exchange for a signed release from you or if you are discharged for any reason other than for cause in exchange for a signed release from you. If we adopt employment agreements or a severance policy, you will be afforded the same benefits that others at your level receive under those policies or agreements. We Laurence G. Miller September 23, 2004 Page 2 of 2 will review all of the benefit plans and options with you in greater detail as part of your personal orientation program. As General Counsel, you are also eligible for a company car or car allowance of $1,000.00 per month as per the Teleflex Corporate automobile lease policy. This offer is contingent upon your satisfactory completion of a drug screen and background check. Before beginning work at Teleflex Corporate Headquarters, you will be required to sign an acknowledgement form stipulating compliance with the Teleflex Code of Ethics Program as well as a copy of the Teleflex Invention and Confidentiality Agreement covering patents, inventions, and the treatment of confidential information. Please sign and return one copy of this letter to me to confirm your acceptance of this offer. The signed letter should be sent to our corporate headquarters. If you have any questions regarding our offer or any of the enclosed materials, please do not hesitate to contact me at (610) 948-2865. Jeff Black and I would like to welcome you to Teleflex. Sincerely, /s/ Clark D. Handy Clark D. Handy Executive Vice President, Human Resources cc: Jeff Black Rene veilleux Accepted: /s/ Laurence G. Miller Date: 9-23-04