PROPOSAL 2: APPROVAL OF 2014 STOCK INCENTIVE PLAN On

2014 STOCK INCENTIVE PLAN

On February 19, 2014, our Board, upon the recommendation of our Compensation Committee, approved the

Teleflex Incorporated 2014 Stock Incentive Plan (the 2014 Plan ), subject to stockholder approval.

We currently award stock options and restricted stock awards under the Teleflex Incorporated 2008 Stock Incentive Plan, which we refer to as

the 2008 Plan, and the Teleflex Incorporated 2000 Stock Compensation Plan, which we refer to as the 2000 Plan. We refer to the 2008 Plan and the 2000 Plan collectively as the Prior Plans.

As of December 31, 2013, we had 1,279,480 options outstanding with a weighted average exercise price of $65.05 and a weighted average

remaining term of 7.1 years, and 353,357 restricted shares and units outstanding and granted under the Prior Plans.

December 31, 2013, we had a total of 1,600,521 shares available for future awards under the Prior Plans, of which 839,542 shares were available for future awards under the 2008 Plan and 760,979 shares were available for future grants under the

2000 Plan. However, the 2000 Plan is of limited utility because it permits grants of only stock options and restricted stock awards, and the terms of the 2000 Plan are, in several respects, outdated. For example, due to current legal and regulatory

requirements, incentive stock options cannot be granted under the 2000 Plan. Based on the current average annual rate at which we have issued stock options and restricted stock awards to participants under the 2008 Plan, we estimate that the shares

available for future awards under the 2008 Plan will be insufficient to support future awards beginning with grants anticipated for 2016.

The Compensation Committee and the Board believe that our provision of equity compensation has been a key factor in encouraging the

aggregation and maintenance of meaningful equity ownership by our executives and other employees, and in aligning their interests with those of our stockholders by providing an incentive to increase stockholder value. Moreover, equity awards have

been, and will continue to be, an important factor contributing to our ability to compete for and retain talented executives and other personnel.

In recommending the amount of shares issuable under the 2014 Plan, the Compensation Committee considered that its recommendation would

increase shares available for grant from 1,600,521 at December 31, 2013 under the Prior Plans to 5,300,000 under the 2014 Plan (exclusive of shares to be issued in connection with acquisition of another entity where we convert awards under the

acquired entity s equity plan). In this regard, the 5,300,000 share amount is subject to reduction by the number of shares granted under the Prior Plans subsequent to December 31, 2013; as described below, the share amount will be

increased if shares subject to the Prior Plans that have been cancelled, expired, settled in cash or forfeited after December 31, 2013. The Compensation Committee also considered historical amounts of equity awards we have granted over the past

three years. The following table sets forth the number of stock options and time-based restricted shares or units granted by the Company in the years ended December 31, 2013, 2012 and 2011. In addition, the table provides the weighted average

number of shares of common stock outstanding in the year indicated.

Moreover, the Compensation Committee considered that for purposes of determining the number of

shares available for awards, each share underlying awards other than stock options or SARs (sometimes referred to as full value awards because, unlike stock options or other stock-based awards, they generally are not tied to an exercise

or base price) count as 1.8 shares.

If the stockholders approve the 2014 Plan, we believe that, based on our past practices, the shares

authorized for issuance under the 2014 Plan will support awards for the next three to five years. In addition, following stockholder approval, no further awards will be made under the Prior Plans, although, as described below, specified types of

cancellations, expirations, cash settlements and forfeitures of awards granted under the Prior Plans that occur after December 31, 2013 will increase the number of shares authorized for issuance under the 2014 Plan.

We also are seeking stockholder approval of the 2014 Plan so that compensation attributable to grants under the 2014 Plan may qualify for an

exemption from the $1 million deduction limit under Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code ). See Overview of the 2014 Plan Performance Based Compensation Awards.

Overview of the 2014 Plan

the 2014 Plan is to enhance shareholder value by linking the compensation of our officers, non-management directors and key employees to increases in the price of our common stock and the achievement of other performance objectives, and to encourage

ownership in our common stock by key personnel whose long-term employment is considered essential to our continued progress and success. The 2014 Plan is also intended to assist us in recruiting new directors and employees and to motivate, retain

and encourage such directors and employees to act in the shareholders interest and share in our success.

omnibus plan that provides for several different kinds of awards, including stock options, stock appreciation rights (referred to as SARs ), stock awards and other stock-based awards. The 2014 Plan generally permits the same

types of awards as could be granted under the 2008 Plan, but also specifically provides for performance-based cash awards and permits more flexible terms than the 2008 Plan, which will provide us with greater discretion in structuring award

programs. The 2014 Plan does not have an evergreen feature, so that any increase in the number of authorized shares other than as specifically set forth in the 2014 Plan would require stockholder approval.

The following summary of the material terms of the 2014 Plan is qualified in its entirety by reference to the full text of the 2014 Plan, a

copy of which is attached as Appendix A to this proxy statement.

Shares Authorized for Issuance under the 2014 Plan; Share Counting Procedure

A maximum of 5,300,000 shares, adjusted as described below, are proposed to be available for awards. For this purpose, special

counting rules apply, depending on the type of award:

Shares subject to awards under the 2014 Plan that have

been cancelled, expired, settled in cash or forfeited, and shares subject to awards under the Prior Plans that have been cancelled, expired, settled in cash or forfeited after December 31, 2013 will again be available for grant under the 2014

Plan (one share will become available for each share underlying an affected stock option or SAR; 1.8 shares will become available for each share underlying other types of affected awards), and, when subject to new award under the 2014 Plan, such

shares will not be counted against the aggregate limit on grants of incentive stock options discussed below.

Shares (i) delivered (or withheld upon settlement) under the 2014 Plan and after

December 31, 2013 under a Prior Plan, in payment of the exercise price of a stock option or in payment of tax withholding obligations with respect to stock options or SARS, (ii) subject to an SAR under the 2014 Plan or, after

December 31, 2013, an SAR under a Prior Plan, that are not issued in connection with a stock settlement on exercise of the SAR, will not be added back to the total shares available under the 2014 Plan. Similarly, shares reacquired by us using

cash proceeds from the exercise of stock options under the 2014 Plan or, after December 31, 2013, under a Prior Plan will not be added back to the total shares available under the 2014 Plan. The limitation described above with respect to shares

delivered or withheld in payment of tax withholding obligations does not apply to shares underlying awards other than stock options and SARs.

The maximum number of shares underlying incentive stock options (within the meaning of Section 422 of the Code) that may be granted under

the 2014 Plan is 3,975,000.

Limitations on Individual Awards

The 2014 Plan also contains limitations on the size of awards that can be provided to an individual participant, as follows:

Eligible Participants

non-management directors and officers, as well as other key employees selected by the Board or Board committee administering the 2014 Plan, are eligible to receive awards under the 2014 Plan. Consultants who provide bona fide services to us also are

eligible to participate in the 2014 Plan, provided that the consultants services are not in connection with the offer and sale of our securities in a capital-raising transaction and the consultants do not directly or indirectly promote or

maintain a market in our securities. Incentive stock options may only be granted to our employees and employees of our subsidiaries (as defined in the 2014 Plan).

The 2014 Plan will be administered by the Board or a committee designated by our Board, that satisfies applicable independence requirements of

the New York Stock Exchange. It is expected that the 2014 Plan will be administered by our Compensation Committee. The administrator has the authority, among other things, to determine the employees, directors and consultants to whom awards may be

granted, determine the number of shares subject to each award, determine the type and the terms of any award to be granted, approve forms of award agreements, interpret the terms of the 2014 Plan and awards granted under the Plan, adopt rules and

regulations relating to the 2014 Plan and amend awards, subject to limitations set forth in the 2014 Plan, including a limitation generally prohibiting an amendment that materially impairs any outstanding award without the written agreement of the

participant. The administrator may delegate day-to-day administration of the 2014 Plan to one or more individuals.

To the extent that the

administrator determines it desirable that an award to a person who is, or may in the future be, a covered employee (as defined under Section 162(m) of the Code) should qualify as performance-based compensation within

the meaning of Section 162(m), the award will be made by a committee consisting of at least two outside directors as defined for purposes of Section 162(m) (which, if it so qualifies, may be the administrator). In addition, in

order to meet the requirements imposed under Section 16 of the Securities Exchange Act of 1934, as amended, awards granted to officers and directors under the 2014 Plan may only be made by the entire Board or a committee of non-employee

directors, as defined under Section 16 of the Exchange Act (which, if it so qualifies, may be the administrator).

to the administrator, the Board of Directors has the authority to grant awards to non-employee directors.

The 2014 Plan will become effective upon approval by the Company s stockholders, and will terminate ten years after such approval.

Stock Appreciation Rights

The 2014 Plan authorizes the grant of stock options (which may be either incentive stock options within the

meaning of Section 422 of the Code, which are eligible for special tax treatment, or nonqualified stock options) and SARs. The aggregate fair market value of shares, determined as of the date of grant, for which any employee may be granted

incentive stock options that are exercisable for the first time in any calendar year may not exceed $100,000. To the extent that an incentive stock option exceeds the $100,000 threshold, or otherwise does not comply with the applicable conditions of

Section 422 of the Code, the stock option will be treated as a non-qualified stock option.

The term of a stock option granted under

the 2014 Plan cannot be longer than 10 years from the date of grant, and the exercise price per share underlying the option may not be less than the fair market value of a share of our common stock on the date of grant. The administrator will

determine the acceptable forms of consideration for exercise of the option, which may include cash, check or wire transfer; shares of our common stock held for at least six months; our withholding of shares otherwise issuable upon exercise of the

stock option; a broker assisted sale and remittance program acceptable to the administrator that complies with applicable law; and such other consideration as is permitted by applicable law; or any combination of the foregoing. Re-pricing of options

(i.e., reducing the exercise price or cancelling an option in exchange for cash, another award or an option with a lower exercise price) is not permitted under the 2014 Plan without approval of our stockholders.

The 2014 Plan permits the grant of SARs related to a stock option or other award, which is commonly referred to as a tandem SAR.

An SAR may be granted in tandem with a stock option either

at the time of the stock option grant or thereafter during the term of the stock option. The 2014 Plan also permits the grant of SARs separate and apart from the grant of another award, which is

commonly referred to as a freestanding SAR. Tandem SARs typically may be exercised upon surrender of a related stock option to the extent of an equivalent number of shares of common stock. SARs entitle the grantee, upon exercise of SARs,

to receive a payment equal to the excess of the fair market value (on the date of exercise) of the designated number of shares of common stock underlying the SAR over the fair market value of such shares of common stock on the date the SAR was

granted or, in the case of an SAR granted in tandem with a stock option, on the date the stock option was granted. Payments by us in respect of an SAR may be made in shares of our common stock, in cash, or partly in cash and partly in shares of

common stock, as the administrator may determine. The term of SARs granted under the 2014 Plan cannot be longer than 10 years from the date of grant, and otherwise will be subject to the same terms and conditions applicable to stock options.

Stock Awards and Other Stock-Based Awards

Under the 2014 Plan, the administrator may grant participants stock awards, which may involve the award of shares or the award of stock units

representing an amount equivalent in value to the fair market value of a share, payable in cash, property or shares. The administrator may also grant participants any other type of equity-based or equity-related award, including the grant or offer

for sale of unrestricted shares of common stock, as well as cash-based bonuses subject to the attainment of one or more of the performance criteria described below under Performance-Based Compensation.

Stock awards and other stock-based awards are subject to terms and conditions determined by the administrator and set forth in an award agreement, which may

include conditions on vesting, achievement of performance conditions and other provisions consistent with the 2014 Plan as may be determined by the administrator.

Performance-Based Compensation

administrator may specify that all or a portion of an award is intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Code. Section 162(m) of the Code generally limits to $1 million

the deductibility for federal income tax purposes of annual compensation paid by a publicly held company to its chief executive officer and other specified executive officers, as described under Code Section 162(m) below.

Performance-based compensation is specifically excluded from this deduction limit.

The 2014 Plan permits the administrator to

impose objective performance criteria to be met with respect to stock awards and other stock-based awards so that the grants are considered performance-based compensation. If an award (other than a stock option or SAR) is intended to

qualify as performance-based compensation under Section 162(m) of the Code, the performance criteria must be one or more of the following, on a basis consistent with United States generally accepted accounting principles (GAAP) or