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EXHIBIT 10(b)
[TELEFLEX INCORPORATED LOGO]
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1990 STOCK COMPENSATION PLAN
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REVISED AND RESTATED AS OF DECEMBER 1, 1997
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TELEFLEX INCORPORATED
1990 STOCK COMPENSATION PLAN
1. PURPOSE OF PLAN
The purpose of the Plan is to provide individual performance incentives
and awards to the Company's employees, to assist the Company in retaining the
employment of valued employees by offering them a greater stake in the Company's
success and a closer identity with it, to aid in gaining the services of
individuals whose employment would be helpful to the Company and would
contribute to its success, and to encourage ownership in the Company by outside
directors of the Company whose services are considered essential to the
Company's continued progress and thus to provide them with a further incentive
to continue as a director of the Company.
2. DEFINITIONS
(a) "Board" means the board of directors of the Parent Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the committee described in Paragraph 5.
(d) "Company" means Teleflex Incorporated and each of its Subsidiary
Companies.
(e) "Consultant" means a person who provides personal services to the
Company, otherwise than as an employee or director, pursuant to a contract with
a Company calling for the equivalent of at least 100 work days service per year.
(f) "Date of Grant" means the date on which an Option or a Restricted Stock
Award is granted.
(g) "Eligible Director" means any member of the Board who is not an officer
or employee of the Company.
(h) "Incentive Stock Option" means an Option granted under the Plan,
designated by the Committee at the time of such grant as an Incentive Stock
Option and containing the terms specified herein for Incentive Stock Options.
(i) "Non-Qualified Option" means an Option granted under the Plan designated
by the Committee at the time of such grant as a Non-Qualified Option and
containing the terms specified herein for Non-Qualified Options.
(j) "Officer" means an officer as defined in Rule 3b-2 (or any similar
rule) of the Securities and Exchange Commission.
(k) "Option" means any stock option granted under the Plan and described
either in Paragraph 3(a) or 3(b).
(l) "Optionee" means a person to whom an Option has been granted under the
Plan, which Option has not been exercised and has not expired or terminated.
(m) "Parent Company" means Teleflex Incorporated.
(n) "Participant" means a person to whom a Restricted Stock Award has been
granted under the Plan, the Shares under which have not yet Vested in full or
the Restriction Period of which has not expired.
(o) "Relationship" of a person with the Company means the relationship of
such person with the Company as an employee, an Eligible Director or a
Consultant.
(p) "Restricted Stock Award" means any award of Shares granted under the
Plan and described in Paragraph 3(c).
(q) "Restriction Period" means the period of time commencing with the Date of
Grant during which restrictions shall apply to the Shares subject to a
Restricted Stock Award, as determined by the Committee.
(r) "Shares" means shares of common stock of the Parent Company.
(s) "Subsidiary Companies" means all corporations that at any relevant
time are subsidiary corporations to the Parent Company within the meaning of
section 425(f) of the Code.
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(t) "Ten Percent Shareholder" means a person who on the Date of Grant owns,
either directly or within the meaning of the attribution rules contained in
section 425(d) of the Code, stock possessing more ten percent of the total
combined voting power of all classes of stock of his or her employer corporation
or of its parent or subsidiary corporations, as defined respectively in sections
425(e) and (f) of the Code.
(u) "Value" on any date means the mean between the highest and lowest prices
of actual sales of Shares on the principal national securities exchange on which
the Shares are listed on such date (or if such securities exchange shall not be
open for the trading of securities on such date, the last previous day in which
such exchange was so open) or, if there are no such sales on such date, the mean
between the closing bid and asked prices of the Shares on such exchange on such
date (in each case, rounded to the nearest $.25).
(v) "Vest" as to any Shares subject to a Restricted Stock Award, means the
lapse of the possibility of forfeiture of such Shares pursuant to Paragraph
9(d).
3. RIGHTS TO BE GRANTED
Rights that may be granted under the Plan are:
(a) Incentive Stock Options that give the Optionee the right for a
specified time period to purchase a specified number of Shares for a price
not less than their Value on the Date of Grant;
(b) Non-Qualified Options that give the Optionee the right for a
specified time period to purchase a specified number of Shares for a price not
less than their Value on the Date of Grant; and
(c) Restricted Stock Awards that give the Participant the right to
receive without payment a specified number of Shares subject to forfeiture
under specified circumstances on termination of employment by a Company
during the Restriction Period applicable to the Shares.
4. STOCK SUBJECT TO PLAN
Subject to Paragraph 12, not more than 4,100,000 Shares in the aggregate
may be issued pursuant to the Plan. If an Option terminates or expires
without having been exercised in full or if any Shares subject to a
Restricted Stock Award are forfeited, other Options or Restricted Stock
Awards may be granted covering such Shares.
5. ADMINISTRATION OF PLAN
(a) The Plan shall be administered by the Committee, which shall be
composed of three directors of the Parent Company appointed by the Board.
(b) The Committee may delegate to a person designated from time to time by
the Committee as the Plan Administrator the Committee's discretion pursuant
to Paragraphs 8(c), 8(j) and 9(e).
6. GRANT OF RIGHTS
(a) Subject to Paragraph 7, the Committee, or the Board on the
recommendation of the Committee, may grant Non-Qualified Options and Restricted
Stock Awards to Eligible Directors and Options and Restricted Stock Awards to
eligible employees of the Company.
7. ELIGIBILITY
(a) Options and Restricted Stock Awards may be granted only to Eligible
Directors and employees of the Company who are officers or persons whose
principal duties consist of supervising the work of other employees of the
Company or who are otherwise key employees of the Company, including employees
who are also directors.
(b) An Incentive Stock Option shall not be granted to a Ten Percent
Shareholder except on such terms concerning the option price and period of
exercise as are provided in Paragraphs 8(a) and 8(e) with respect to such a
person.
(c) The maximum aggregate number of Shares with respect to which Options
may be granted to any one person in any five year period is 5% of the shares
authorized for issuance under the Plan.
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(d) The maximum aggregate number of Shares with respect to which
Restricted Stock Awards may be granted to any one person in any five year period
(when aggregated with the number of Options granted to such person in such
period) is 5% of the shares authorized for issuance under the Plan.
8. OPTION AGREEMENTS AND TERMS
All Options shall be granted prior to February 4, 2000 and be evidenced by
option agreements that shall be executed on behalf of the Parent Company and by
the respective Optionees. Each Option shall be granted on the following terms
and such additional terms, not inconsistent therewith or with any other
provisions of this Plan, as the Committee shall determine and set forth in the
option agreement therefor, including without limitation conditions to the
exercise of such Option relating to the attainment of one or more performance
goals, the occurrence of other specified events or the existence of other
specified conditions.
(a) Option Price. The option price per Share of any Options granted to an
Optionee shall be determined by the Committee but shall not be less than 100
percent of the Value of the Shares on the Date of Grant; provided that with
respect to any Incentive Stock Options granted to a Ten Percent Shareholder,
the option price per Share shall not be less than 110 percent of the Value of
the Shares on the Date of Grant.
(b) Restrictions on Transferability. An Option shall not be transferable
otherwise than by will or the laws of descent and distribution and, during
the lifetime of the Optionee, shall be exercisable only by him or her. Upon
the death of an Optionee, the person to whom the rights shall have passed by
will or by the laws of descent and distribution may exercise any Options only
in accordance with the provisions of Paragraph 8(e).
(c) Payment. Full payment for Shares purchased upon the exercise of an
Option shall be made in cash or, at the election of the person exercising the
Option and subject to the approval of the Committee at the time of exercise,
by surrendering, or by the Parent Company's withholding from Shares
purchased, Shares with an aggregate Value, on the date immediately preceding
such exercise date, equal to all or any portion of the option price not paid
in cash.
(d) Issuance of Certificates; Payment of Cash. Only whole Shares shall be
issuable upon exercise of Options. Any right to a fractional Share shall be
satisfied in cash. Upon receipt of payment of the option price and any
withholding taxes payable pursuant to subparagraph (j), the Parent Company
shall deliver a certificate for the number of whole Shares and a check for
the Value on the date of exercise of the fractional Share to which the person
exercising the Option is entitled. The Parent Company shall not be obligated
to deliver any certificates for Shares until such Shares have been listed (or
authorized for listing upon official notice of issuance) upon each stock
exchange upon which outstanding Shares of such class at the time are listed
nor until there has been compliance with such laws or regulations as the
Parent Company may deem applicable. The Parent Company shall use its best
efforts to effect such listing and compliance.
(e) Periods of Exercise of Options. An Option shall be exercisable in
whole or in part during such period as may be determined by the Committee and
stated in the option agreement, subject to the following further limitations:
(i) No Option shall be exercisable before six months (in the case of
a Non-Qualified Option granted to an Eligible Director) or one year (in
the case of any other Option) from the Date of Grant. No Option shall be
exercisable after five years (in the case of an Option granted to a Ten
Percent Shareholder) or after ten years (in the case of any other Option)
from the Date of Grant.
(ii) The time when an Incentive Stock Option shall be exercisable
with respect to any Shares shall comply with subparagraph (g) of this
Paragraph.
(iii) If an Optionee of an Incentive Stock Option ceases to be an
employee of the Company, such Option may not be exercised after the
expiration of the applicable period after such cessation of employment
stated below:
(1) If such employment shall have ceased for any reason other
than the death or disability of such Optionee, such period shall be
three months after such cessation of employment;
(2) If such employment shall have ceased by reason of the
death of such Optionee, such period shall be six months after such
cessation of employment; or
(3) If such employment shall have ceased by reason of the
disability of such Optionee, such period shall be the longer of
three months after such cessation of employment or such period, if
any, ending not more than one year after such cessation of
employment, as the Committee may determine not later than three
months after such cessation of such employment.
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(iv) If an Optionee of a Non-Qualified Option (other than a
Non-Qualified Option granted to an Eligible Director) ceases to have a
Relationship with the Company, such Option may not be exercised after the
expiration of the applicable period after such cessation of such
Relationship stated below:
(1) If such Relationship shall have ceased for any reason
other than the death or disability of such Optionee, such period
shall be three months after such cessation of Relationship;
(2) If such Relationship shall have ceased by reason of the
death of such Optionee, such period shall be six months after such
cessation of Relationship; or
(3) If such Relationship shall have ceased by reason of the
disability of such Optionee, such period shall be the longer of
three months after such cessation of Relationship or such period, if
any, after such cessation of Relationship as the Committee may
determine not later than three months after such cessation of
Relationship.
(v) If an Optionee of a Non-Qualified Option granted to an Eligible
Director ceases to have a Relationship with the Company, such Option may
not be exercised after the expiration of such period, ending not more than
five years after such cessation of Relationship, as may be determined by
the Committee and stated in the option agreement.
(vi) An Option exercisable after the Optionee thereof ceases to be
an employee of the Company (in the case of an Incentive Stock Option) or
after the Optionee thereof ceases to have a Relationship with the Company
(in the case of Non-Qualified Option) shall be exercisable only to the
extent exercisable as of the date of such cessation.
(vii) Notwithstanding the foregoing, an Option shall not be
exercisable after five years (in the case of an Option granted to a Ten
Percent Shareholder) or after ten years (in the case of any other Option)
from the Date of Grant.
(f) Date and Notice of Exercise. The date of exercise of an Option shall
be the date on which written notice of exercise, addressed to the Parent
Company at its main office to the attention of its Secretary, is hand
delivered, telecopied or mailed, first class postage prepaid; provided that
the Parent Company shall not be obliged to deliver any certificates for
Shares pursuant to the exercise of an Option until the Company shall have
received payment in full of the option price for such Shares and any
withholding taxes payable pursuant to subparagraph (j). Each such notice of
exercise shall be irrevocable when given. Each notice of exercise must state
whether the person exercising the Option is exercising an Incentive Stock
Option or a Non-Qualified Option and must include a statement of preference
as to the manner in which payment to the Parent Company shall be made (Shares
or cash or a combination of Shares and cash).
(g) Limitation On Exercise Of Incentive Stock Options. The aggregate fair
market value (determined as of the time Options are granted) of the Shares
with respect to which Incentive Stock Options may first become exercisable by
an Optionee in any one calendar year under the Plan and any other plan of his
or her employer corporation and its parent and subsidiary corporations, as
defined respectively in sections 425(e) and (f) of the Code, shall not exceed
$100,000. The foregoing limitation shall apply only to Incentive Stock
Options granted under the Plan, and not to any other Options granted under
the Plan.
(h) No Relation Between Incentive Stock Options and Non-Qualified Options.
The grant, exercise, termination or expiration of any Incentive Stock Option
granted to an Optionee shall have no effect upon any Non-Qualified Option
held by such Optionee, nor shall the grant, exercise, termination or
expiration any Non-Qualified Option granted to an Optionee have any effect
upon any Incentive Stock Option held by such Optionee.
(i) Continued Employment. Each Optionee holding an Incentive Stock Option
shall agree that the Company shall have the right to require him or her to
continue in the service of the Company for such period, not less than two
years from the date the Option was granted, as the Board may determine and as
may be stated in the option agreement.
(j) Payment of Withholding Taxes. Full payment for the amount of any taxes
required by law to be withheld upon the exercise of an Option shall be made
on or before the date such taxes must be withheld, in cash or, at the
election of the person exercising the Option and subject to the approval of
the Committee by surrendering or by the Parent Company's withholding from
Shares purchased, Shares with an aggregate Value on the date immediately
preceding the date that the withholding taxes due are determined (the "Tax
Date") equal to all or any portion of the withholding taxes not paid in cash.
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9. RESTRICTED STOCK AWARD AGREEMENTS AND TERMS
All Restricted Stock Awards shall be granted prior to February 4, 2000 and
be evidenced by restricted stock award agreements that shall be executed on
behalf of the Parent Company and by the respective Participants. Each Restricted
Stock Award shall be granted on the following terms and such additional terms,
not inconsistent therewith or with any other provisions of this Plan, as the
Committee shall determine and set forth in the restricted stock award agreement
therefor, including without limitation conditions to the Vesting of the Shares
subject thereto relating to the attainment of one or more performance goals, the
occurrence of other specified events or the existence of other specified
conditions.
(a) Restrictions on Transferability. During the Restriction Period,
neither a Restricted Stock Award nor any interest therein shall be
transferable otherwise than by will or the laws of descent and distribution.
Upon the death of a Participant the person to whom the rights shall have
passed by will or the laws of descent and distribution shall become entitled
to the Shares subject to the Restricted Stock Award only in accordance with
the provisions of subparagraph (d).
(b) Issuance of Certificates; Payment of Cash. Upon receipt from a
Participant of a fully executed restricted stock award agreement and a stock
power relating to the Shares issuable thereunder executed in blank by the
Participant, the Parent Company shall issue to such Participant the Shares
subject to the Restricted Stock Award. The certificates representing such
Shares shall be registered in such Participant's name, with such legend
thereon as the Committee shall deem appropriate. The Parent Company shall
retain the certificates for such Shares pending the vesting or forfeiture
thereof. Upon the vesting of any such Shares, the Company shall deliver to
the Participant the certificates for such Shares. The Parent Company shall
not be obligated to deliver any certificates for Shares until such Shares
have been listed (or authorized for listing upon official notice of issuance)
upon each stock exchange upon which outstanding Shares of such class at the
time are listed nor until there has been compliance with such laws or
regulations as the Parent Company may deem applicable. The Parent Company
shall use its best efforts to effect such listing and compliance.
(c) Restriction Period and Vesting Schedule. The Restriction Period for
Restricted Stock Awards granted to a Participant and the times at which the
Shares subject to such Restricted Stock Awards shall Vest shall be determined
by the Committee and specified in the restricted stock award agreement,
provided that no Shares shall Vest prior to one year from the Date of Grant.
Notwithstanding the foregoing, only whole Shares shall Vest. In the event
that a Participant shall become entitled to a fractional Share, such
fractional Share shall not Vest unless and until the Participant becomes
entitled to such number of fractional shares as shall be equal in sum to a
whole Share.
(d) Forfeiture of Shares; Vesting on Disability or Death.
(i) In the event that a Participant shall cease to have a
Relationship with the Company for any reason other than such Participant's
death or disability, any Shares subject to such Participant's Restricted
Stock Award which theretofore shall not have Vested shall automatically be
forfeited by such Participant and revert to and become the property of the
Company.
(ii) Except as shall have been determined by the Committee and
specified in the restricted stock award agreement, in the event that a
Participant shall cease to have a Relationship with the Company by reason
of such Participant's death or disability, any Shares subject to such
Participant's Restricted Stock Award which theretofore shall not have
Vested shall automatically be forfeited by the Participant and revert to
and become the property of the Company, except that, if such cessation
occurs more than one year after the date of the Award and, under the terms
of the Award, no Shares have then Vested, there shall be Vested that
portion of the Award that shall equal the ratio of (a) the number of whole
years between the date of the Award and the date of such cessation to (b)
the total Restriction Period to which the Award is subject.
(e) Payment of Withholding Taxes. Full payment for the amount of any taxes
required by law to be withheld in connection with a Restricted Stock Award
shall be made, on or before the date such taxes must be withheld, in cash or,
at the election of the Participant and subject to the approval of the
Committee by surrendering, or by the Parent Company's withholding from Shares
subject to such Restricted Stock Award which have Vested in such Participant.
Shares with an aggregate Value on the Tax Date equal to all or any portion of
the withholding taxes not paid in cash.
10. TERMINATION OF EMPLOYMENT OR RELATIONSHIP
(a) For the purposes of the Plan, a transfer of an employee between two
employers, each of which is a Company, shall not be deemed a termination of
employment.
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(b) The cessation of a person's employment by the Company, term of office
as an Eligible Director or service as a Consultant will not result in the
cessation of such person's Relationship so long as such person shall continue
to serve without interruption as an employee of the Company, an Eligible
Director or a Consultant.
11. RIGHTS AS STOCKHOLDERS
(a) An Optionee shall have no right as a Stockholder with respect to any
Shares covered by his or her Options until the date of the issuance of a
stock certificate to him or her for such Shares.
(b) Except as shall have been determined by the Committee and specified in
the restricted stock award agreement, pending forfeiture of Shares subject to
a Restricted Stock Award, the Participant thereunder shall have all of the
rights of a holder of such Shares including without limitation the right to
receive such dividends as may be declared from time to time and to vote such
Shares (in person or by proxy).
12. CHANGES IN CAPITALIZATION
In the event of a stock dividend, stock split, recapitalization,
combination, subdivision, issuance of rights or other similar corporate change,
the Board shall make an appropriate adjustment in the number of Shares that may
be subject to Options and Restricted Stock Awards, in the aggregate and
individually, the number of Shares subject to each then outstanding Option and
the option price of each then outstanding Option.
13. MERGERS, DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS
If during any Restriction Period or during the term of any Option the
Parent Company or any of the Subsidiary Companies shall be merged into or
consolidated with or otherwise combined with or acquired by another person or
entity, or there is a divisive reorganization or a liquidation or a partial
liquidation of the Parent Company, the Parent Company may choose to take no
action with regard to the Options and the Restricted Stock Awards outstanding or
to take any of the following courses of action:
(a) Subject to the limitations on the exercise of Incentive Stock Options
contained in Paragraph 8(g), not less than 15 days nor more than 60 days
prior to any such transaction, all Optionees shall be notified that their
Options shall expire on the 45th day after the date of such notice, in which
event all Optionees shall have the right to exercise all of their Options
prior to such new expiration date;
(b) The Parent Company shall provide in any agreement with respect to any
such merger, consolidation, combination or acquisition that the surviving,
new or acquiring corporation shall grant options to the Optionees to acquire
shares in such corporation with respect to which the excess of the fair
market value of the shares of such corporation immediately after the
consummation of such merger, consolidation, combination or acquisition over
the option price shall not be less than the excess of the Value of the Shares
over the option price of Options, immediately prior to the consummation of
such merger, consolidation, combination or acquisition;
(c) The Parent Company shall provide in any agreement with respect to any
such merger, consolidation, combination or acquisition that the shares of the
surviving, new or acquiring corporation issued in exchange for any Shares
subject to Restricted Stock Awards shall be subject to the same restrictions
as the Shares issued pursuant to the Restricted Stock Awards; or
(d) The Parent Company shall take such other action as the Board shall
determine to be reasonable under the circumstances in order to permit
Optionees and Participants to realize the value of rights granted to them
under the Plan.
14. PLAN NOT TO AFFECT EMPLOYMENT
Neither the Plan nor any Option or Restricted Stock Award shall confer
upon any employee of the Company any right to continue in the employment of the
Company.
15. INTERPRETATION
The Committee shall have the power to interpret the Plan and to make and
amend rules for putting it into effect and administering it. It is intended that
the Incentive Stock Options shall constitute Incentive Stock Options within the
meaning of Section 422A of the Code, that the Non-Qualified Options and
Restricted Stock Awards shall constitute property subject to federal income tax
pursuant to the provisions of Section 83 of the Code and that the
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Plan shall qualify for the exemption available under Rule 16b-3 (or any similar
rule) of the Securities and Exchange Commission. The provisions of the Plan
shall be interpreted and applied insofar as possible to carry out such intent.
16. AMENDMENTS
The Plan, any Option and the related option agreement and any Restricted
Stock Award and the related restricted stock award agreement may be amended by
the Board or the Committee, but any amendment that increases the aggregate
number of Shares that may be issued pursuant to the Plan upon the exercise of
Options or the grant of Restricted Stock Awards, that changes the class of
eligible employees, or that otherwise requires the approval of the shareholders
of the Parent Company in order to maintain the exemption available under Rule
I6b-3 (or any similar rule) of the Securities and Exchange Commission shall
require the approval of the holders of such portion of the shares of the capital
stock of the Parent Company present and entitled to vote on such amendment as is
required by applicable state law and the terms of the Parent Company's capital
stock to make the amendment effective. Notwithstanding the foregoing, no
amendment shall be made which would disqualify any member of the Committee from
being "disinterested" within the meaning of Rule I6b-3 (or any similar rule) of
the Securities and Exchange Commission. No outstanding Option shall be adversely
affected by any such amendment without the written consent of the Optionee or
other person then entitled to exercise such Option. No Restricted Stock Award
shall be adversely affected by any such amendment without the written consent of
the Participant or other person then entitled to receive the Shares subject to
such Restricted Stock Award.
17. SECURITIES LAWS
The Committee shall have the power to make each grant under the Plan
subject to such conditions as it deems necessary or appropriate to comply with
the then-existing requirements of Rule 16b-3 (or any similar rule) of the
Securities and Exchange Commission.
18. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date on which the Plan is adopted
by the Shareholders of the Parent Company, and shall expire on February 4, 2000
unless sooner terminated by the Board. The Board shall submit the Plan to the
shareholders of the Parent Company for their approval at the first annual
meeting of shareholders held after February 4,1990 unless such shareholders'
approval shall have been obtained prior to such meeting. Any Option or
Restricted Stock Award granted before the approval of the Plan by the Parent
Company's shareholders shall be expressly conditioned upon, and any Option shall
not be exercisable until, such approval on or prior to the date of the first
annual meeting of such shareholders after February 4, 1990. If such shareholder
approval is not received before February 4,1991 the Board shall have the right
to terminate the Plan, in which case all Options granted under the Plan shall
expire and all Restricted Stock Awards granted under the Plan shall be
forfeited.
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