8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 19, 2006

Teleflex Incorporated
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-5353	23-1147939
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
155 South Limerick Road, Limerick, Pennsylvania		19468
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 610-948-5100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 19, 2006, Teleflex Incorporated (the "Company") appointed Charlie Williams as its Chief Accounting Officer and Corporate Controller. Mr. Williams joined the Company in August 2006 as Corporate Controller. Prior to joining the Company, Mr. Williams held a number of positions at Carrier Corporation, most recently serving as Carrier's Assistant Controller. Prior to that, he held a number of senior financial management positions at Uniroyal Chemical Company, including Corporate Controller and Finance Director – Europe.

Mr. Williams replaces Bruno Fontanot as the Company's Chief Accounting Officer and Corporate Controller. Mr. Fontanot has taken a senior position in the Company's corporate development department and will assist in transitioning the role of Chief Accounting Officer and Corporate Controller to Mr. Williams.

A copy of the offer letter setting forth the terms of Mr. Williams employment with the Company is attached as Exhibit 99.1 to this Current Report on Form 8- K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 Employment offer letter between Teleflex Incorporated and Charlie Williams.

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 hereunto duly authorized.

	Teleflex Incorporated
September 25, 2006	By:	Martin S. Headley
		Name: Martin S. Headley
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Employment Offer Letter between Teleflex Incorporated and Charlie Williams

EX-99.1

Exhibit 99.1

August 10, 2006

Mr. Charles E. Williams
[Address Omitted]
[Address Omitted]

Dear Charles:

On behalf of Teleflex Incorporated, it is my pleasure to present this offer for the position of Corporate Controller, Teleflex Incorporated, reporting to Martin Headley, Executive Vice President and Chief Financial Officer, Teleflex Incorporated. The position will be based at the Teleflex corporate headquarters in Limerick, PA. You will be required to travel both domestically and internationally as required to accomplish your job duties, though it is not anticipated that this would exceed 15% of your time. You will also be required to sign a non-compete agreement. The starting salary for this position is $210,000.00 annually, plus a $600 per month car allowance. Your start date will be on or about August 28, 2006, exact date to be determined with Martin Headley. You will also receive a Company paid relocation to move your family from Brentwood, TN to the Limerick, PA area. You may be required to repay all relocation amounts paid to you if you should voluntarily leave Teleflex within one year of your start date.

In addition to your salary, you will be considered for participation in the Performance Participation Plan with a target payout of 35% of base salary. The range of payments could be from 0 to 70% of base salary under this plan based on the Company’s ability to meet or exceed its financial targets and your personal performance against established objectives. This Plan is designed to provide an annual cash incentive award to eligible exempt employees who meet or exceed certain performance criteria. We will provide you more details of the Plan in your personal orientation. Any amount earned under the Plan for the 2006 performance year will be pro-rated, based on your 2006 base salary earnings.

You will be eligible for a stock option grant to purchase 5000 shares of Teleflex Stock. Your Option grant is subject to the 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. Your Stock Options will have a three year vesting period with the first one-third becoming exercisable one year from date of grant. 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. In addition to the standard life insurance benefit of 1.5 times base salary(capped at $300,000.00) at no cost to you, we are pleased to offer you, as a key executive, an additional $300,000.00 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. As a key member of management, you will also be eligible to participate in the Teleflex Deferred Compensation Plan. You will receive three weeks of vacation annually until such time as you are eligible for more under the vacation policy. A brief Benefits Summary has been included with this offer letter. We will review all of the benefit plans and options with you in greater detail as part of your personal orientation program.

This offer is contingent upon your satisfactory completion of a drug screen and background check including references and any requested school transcripts. Before beginning work at Teleflex Incorporated you will be required to sign our employment agreement covering patents, inventions, and the treatment of confidential information.

Please sign and return the enclosed duplicate copy of this letter to confirm your acceptance of our offer.

If you have any questions regarding our offer, please do not hesitate to contact me at (610) 948-2865.

Martin Headley and I would like to welcome you to Teleflex.

Sincerely,

/s/ Clark Handy
Clark Handy
Executive Vice President, Human Resources

cc: Jeff Black
Lynn Petrulio
Martin Headley

Accepted: /s/ Charles E. Williams Date: 8/14/2006