EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT, AS AMENDED
This Executive Employment Agreement (the "Agreement") is entered into
effective as of January 30, 1998 (the "Effective Date"), amended as of
October 26, 2001, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Executive") residing at
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"Company"), a Delaware corporation with its principal executive offices at
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ARTICLE 1. EMPLOYMENT OF EXECUTIVE
1.1. Employment. Subject to the terms and conditions of this
Agreement, the Company agrees to employ Executive in a full time capacity
to serve as President and Chief Executive Officer of the Company and to
perform such specific duties as may reasonably be assigned to Executive
from time to time by the Company's Board of Directors for the period
commencing on the Effective Date and continuing until terminated as herein
provided. Executive hereby accepts such employment for the term hereof.
1.2. Full-Time Commitment. During the period of Executive's
employment with the Company, Executive will, unless prevented by ill
health, devote his whole attention and business time to the performance of
his duties hereunder for the business of the Company.
ARTICLE 2. COMPENSATION
For all services to be rendered by Executive to the Company pursuant
to this Agreement, the Company shall pay to Executive the compensation and
provide for Executive the benefits set forth below:
2.1. Base Salary. The Company shall pay to Executive a base salary
at the rate of Three Hundred Sixty Six Thousand Dollars ($366,000) per
annum until May 1, 1998 and at the rate of Four Hundred Thousand Dollars
($400,000) per annum commencing May 1, 1998, prorated and payable in
substantially equal monthly installments.
2.2. Fringe Benefits. During the term of Executive's employment
hereunder the Company shall provide Executive with such benefits as are
generally made available by the Company to its other full time executive
employees, including reasonable travel expenses incurred while engaged in
Company business. Without limiting the foregoing, the Company shall provide
the Executive with such benefits as are generally made available by the
Company to its other full time executive employees under its expatriate
policy, with Executive's residence being in the United States and
Switzerland being Executive's reference point.
It is specifically acknowledged that the provisions for Tax
Reimbursement under the Company's Temporary International Assignment
Policy, a copy of which is attached hereto as Exhibit A, shall apply to
incentive bonuses paid to the Executive as well as to the other items of
compensation set forth in such policy. It is further acknowledged that the
limitations set forth in Paragraph 3 of Section C of the Temporary
International Assignment Policy (i) shall not apply to tax reimbursement
payments made in connection with taxable income realized by virtue of the
exercise of Haemonetics stock options exercised while the Executive is an
employee of the Company, and (ii) shall apply to tax reimbursement payments
made in connection with capital gain realized by virtue of the sale, while
the Executive is an employee of the Company, of stock acquired upon
exercise of Haemonetics stock options
(capital gain realized upon the sale of stock acquired upon the exercise of
Haemonetics Stock Options being deemed "outside income" under such policy).
2.4. Participation in Share Option Plan. Executive shall be entitled
to participate in the Company's Non-Qualified Stock Option Plan (the
"Plan"). Pursuant to the Plan, Executive has received, concurrently
herewith, an option to acquire Three Hundred Thousand (300,000) shares of
Common Stock in the Company
ARTICLE 3. TERMINATION
3.1. Term. Unless earlier terminated as herein provided, Executive's
employment shall commence on the Effective Date and continue for an initial
period ending on January 30, 2000. Executive's employment with the Company
shall automatically be renewed on a year-to-year basis unless either party
notifies the other party otherwise at least ninety (90) days prior to the
termination of the initial term or of any renewal term.
3.2. Termination for Cause - by the Company. The Company may
terminate Executive's employment for "Cause" upon the occurrence of any of
the following events:
(i) Executive shall have willfully failed or continued to
fail substantially to perform his duties hereunder (other than any
failure resulting from Executive's incapacity due to physical or
mental illness) for 30 days after a written demand for performance is
delivered to Executive on behalf of the Company which specifically
identifies the manner in which it is alleged that Executive has not
substantially performed his duties; provided that the Company's
economic performance or failure to meet any specific projection shall
not, in and of itself, constitute "Cause."
(ii) Executive shall have engaged in (A) any misappropriation
of funds, properties or assets of the Company, (B) any malicious
damage or destruction of any property or
assets of the Company, whether resulting from Executive's willful
actions or omissions or negligence, or (C) any falsification of any
books, records, documents or systems of the Company.
(iii) Executive shall (A) have been convicted of a crime
involving moral turpitude or constituting a felony, or (B) commit or
knowingly allow to be committed any illegal action on any premises
of, or involving any property or assets of, the Company.
3.3. Termination For Cause - by Executive. Executive may terminate
his employment with the Company for "Cause" upon the occurrence of any of
the following events:
(i) the Company shall breach any of the material provisions
of this Agreement and such breach shall remain uncured by or on
behalf of the Company within thirty (30) days following its receipt
of notice from Executive which specifically identifies the manner in
which it is alleged that Company be committed such breach;
(ii) the Company shall fail to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 5.4;
(iii) a materially adverse change in the responsibilities
assigned to Executive by the Company or in the compensation and
benefits paid by Company to the Executive shall have occurred such
material adverse change shall remain uncured by or on behalf of the
Company within thirty (30) days following its receipt of notice from
Executive specifically identifying such material adverse change; or
(iv) a materially adverse change in Executive's title shall
have occurred. Executive's right to terminate his employment pursuant
to this section shall not be affected by his incapacity due to
physical or mental illness. Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting a Cause for termination by the Executive or
the Company.
3.4. Change in Control. In the event of a "Change in Control" (as
defined below), either the Company or the Executive may elect to terminate
the Executive's employment. Regardless of whether or not his employment
terminates, in the event of a Change in Control the Executive shall be
entitled to the lump sum payment set forth in Section 4.1.2 below. For
purposes of this Agreement, a "Change in Control" shall mean a change in
control of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1"4, as amended (the "Exchange Act"),
whether or not the Company is, in fact, required to comply therewith;
provided that, without limitation, such a change in control for purposes of
this Agreement shall be deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than the Company, any trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company is or becomes the "beneficial
owner"(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Company's then outstanding
securities;
(ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least
50% of the combined voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected to implement
a recapitalization of the Company (or similar transaction) in which
no
"person" (as herein above defined) acquires 50% or more of the
combined voting power of the Company's then outstanding securities;
or
(iii) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
3.5. Death. In the event of the death of Executive, Executive's
employment by the Company shall automatically terminate as of the date of
his death.
3.6. Disability. In the event of the Disability of Executive, as
defined herein, the Company may terminate Executive's employment hereunder
upon written notice to Executive. The term "Disability" shall mean the
inability of Executive to perform substantially his material duties
hereunder due to physical or mental disablement which continues for a
period of one hundred eighty (180) consecutive days, as determined by an
independent qualified physician mutually acceptable to the Company and
Executive (or his personal representative) or, if the Company and
Executive (or such representative) are unable to agree on an independent
qualified physician, as determined by a panel of three physicians, one
designated by the Company, one designated by Executive (or his personal
representative) and one designated by the two physicians so designated.
ARTICLE 4. SEVERANCE PAYMENTS AND BENEFITS; CHANGE IN CONTROL
4.1.1 Termination Events Resulting in Severance Payments. In the
event of the termination
(i) by the Company without "Cause", or
(ii) under Section 3.3,
of the Executive's employment under circumstances not involving a
Change in Control, the Company shall:
(a) pay Executive, as a severance payment, an amount equal to
Executive's annual base salary as set forth in Section 2.1, such
payment to be made in twelve (12) equal monthly payments during the
period commencing on the date such termination occurs (the
"Termination Date") and ending one (1) year thereafter (the
"Severance Period"),
(b) provide to Executive during the Severance Period, at the
Company 's expense, such benefits as are in effect and applicable to
Executive as of the Termination Date, except to the extent expressly
prohibited by the terms of such benefits,
(c) if by operation of law or under the terms of the relevant
plan, program or policy, Executive is not eligible to receive any of
the benefits described in clause (b) above during the Severance
Period, provide to Executive at the Company's expense substantially
equivalent benefits or, at the Executive's election, the cash value
of equivalent benefits; and
(d) furnish Executive, during the Severance Period, with
office space, secretarial assistance and such other facilities and
services at least of the level and nature as were provided by the
Company prior to the Termination Date.
4.1.2 Change in Control. In the event that a Change in Control occurs
while the Executive is in the employ of the Company:
(i) The Company shall pay to the Executive immediately
following such Change in Control a lump sum payment, in an amount
equal to 2.99 times the amount which is the average of the base
salary plus incentive bonus paid to the Executive in each of the five
calendar years preceding the calendar year in which the Change in
Control occurs.
(ii) If either the Company or Executive shall terminate the
Executive's employment within one year following such Change in
Control, the Executive shall not be entitled to any severance
payments related to base salary, but the
Company shall provide to the Executive, at the Company's expense,
during the Severance Period (which shall be the one-year period
commencing on the date such termination occurs):
(a) such benefits as are in effect and applicable to
Executive as of the date of such Change in Control, except to
the extent expressly prohibited by the terms of such benefits,
(b) if by operation of law or under the terms of the
relevant plan, program or policy, Executive is not eligible to
receive any of the benefits described in the foregoing clause
(a) during the Severance Period, substantially equivalent
benefits or, at Executive's election, the cash value of
equivalent benefits, and
(c) office space, secretarial assistance and such other
facilities and services at least of the level and nature as
were provided by the Company prior to the Change in Control.
provided, however, that in the case of all payments and benefits under this
Section 4.1.2 (x) no amount of gross up shall be paid on account of any
taxes and (y) no tax reimbursement payments under the Company's Temporary
International Assignment Policy shall be made with respect to any payments
or benefits received by the Executive on account of a Change in Control,
including without limitation the payments and benefits set forth in this
Section 4.1.2; and provided further that in no event shall the total of all
payments and benefits to the Executive, under this Agreement or otherwise,
that are contingent (within the meaning of the proposed regulations
promulgated under Section 280G of the Internal Revenue Code (the "Code"))
on a Change in Control, including without limitation the payments and
benefits set forth in this Section 4.1.2,
exceed 2.99 times the "base amount" described in Section 280G(b)(3) of the
Internal Revenue Code (the "Maximum Amount").
If the total of such payments and benefits to the Executive would
exceed the Maximum Amount then the payments and benefits to the Executive
shall be reduced to the Maximum Amount. The determination of the Maximum
Amount and the amount of such reduction shall be made by the accounting
firm of the Company or the Company's successor and such determination shall
be final and binding on all parties. The Company or its successor will then
determine what payments and benefits, from whatever source, will be reduced
based on the accounting firm's analysis.
4.1.3 Tax Reimbursement. Notwithstanding any other provisions of this
Agreement, no tax reimbursement payments under the Company's Temporary
International Assignment Policy shall be made with respect to any income
realized (within the meaning of the statutes and regulations of the
applicable taxing authority) by the Executive after termination of
employment. In the event that the Executive returns to his home abroad
immediately following a termination of employment to which Section 4.1.1.
applies, the provisions for tax reimbursement under the Company's Temporary
International Assignment Policy shall be applied to the payments and
benefits set forth under Section 4.1.1 above if taxes are levied in the
United States on such payments and benefits. If the Executive does not
return to his home abroad immediately following a termination of employment
to which Section 4.1 .1 applies, the provisions for tax reimbursement under
the Company's Temporary International Assignment Policy shall not apply to
the payments and benefits set forth under Section 4.1.1 above.
4.1.4 Other Termination. In the event that the Employee dies or
retires or this agreement expires not having been renewed, the Executive
shall not be entitled to any severance pay, nor to
any benefits for any period following termination of employment except for
such COBRA benefits as may be required by law.
ARTICLE 5. PROPRIETARY INFORMATION AND NON-COMPETITION
5.1. For the purposes of this Article 5, the following shall have
the designated meanings.
5.1.1. Proprietary Information: Information of value to the
Company and not generally available to the public of whatever kind or
nature disclosed to the Executive or known by the Executive (whether
or not invented, discovered or developed by the Executive) as a
consequence of or through the Executive's employment with the
Company. Proprietary Information shall include information relating
to the design, manufacture, application, know-how, research and
development relating to the Company's products, sources of supply and
material, operating and other cost data, lists of present, past, or
prospective customers, customer proposals, price lists and data
relating to pricing of the Company's products or services, and shall
specifically include all information contained in manuals, memoranda,
formulae, plans, drawings and designs, specifications, supply
sources, and records of the Company legended or otherwise identified
by the Company as Proprietary Information, whether learned by the
Executive prior to or after the date hereof.
5.1.2. Concepts and Ideas: Those concepts and ideas known to
the Executive relating to the Company's present and prospective
activities and products.
5.1.3. Inventions: Discoveries and developments, whether or
not patentable. Such terms shall not be limited to the meaning of
"invention" under the United States Patent Laws.
5.2. All Inventions which are at any time "made" i.e., conceived or
reduced to practice by the Executive, acting alone or in conjunction with
others, during or in connection with the
Executive's employment (or, if based on or related to Proprietary
Information, "made" by the Executive within twelve (12) months after the
termination of such employment) and all Concepts and Ideas held by the
Executive shall be the property of the Company, free of any reserved or
other rights of any kind on the Executive's part in respect thereof.
5.3. The Executive will promptly make full disclosure to the Company
in writing to the Manager of Engineering or the Manager of Research &
Development of any such Inventions and Concepts and Ideas. Further, the
Executive will, at the Company's cost and expense, promptly execute formal
applications for patents and also do all other acts and things (including,
among other, the execution and delivery of instruments of further assurance
or confirmation) deemed by the Company to be necessary or desirable at any
time or times in order to effect the full assignment to the Company of all
right and title to such Inventions and Concepts and Ideas, without, during
the term of this Agreement, further compensation. The absence of a request
by the Company for information, or for the making of an oath, or for the
execution of any document, shall in no way be construed to constitute a
waiver of the Company's rights under this Agreement.
5.4. Except as required by the Executive's duties hereunder, the
Executive will not, directly or indirectly, use, publish, disseminate, or
otherwise disclose any Proprietary Information, Concepts and Ideas or
Inventions without the prior written consent of the Company.
5.5. All documents, procedural manuals, guides, specifications,
plans, drawings, designs and similar materials, lists of present, past or
prospective customers, customer proposals, invitations to submit proposals,
price lists and data relating to pricing of the Company's products and
services, records, notebooks and similar repositories of or containing
Proprietary Information and Inventions, including all copies thereof, that
come into the Executive's possession or control by reasons of the
Executive's employment, whether prepared by the Executive or others, are
the
property of the Company, will not be used by the Executive in any way
adverse to the Company, will not be removed from the Company's premises
except as the Executive's normal duties require and, at the termination of
the Executive's employment with the Company, will be left with or forthwith
returned by the Executive to the Company.
5.6. During the time the Executive is an employee of the Company and
for a period of one (1) year thereafter, the Executive will not engage in
any activity, on his own behalf or on behalf of any competitor of the
Company, which is in the field of blood processing and involves activities
similar to those performed at the Company, nor will the Executive endeavor
to entice away from the Company any employee whether on the Executive's
behalf or on the behalf of another while the Executive is an employee and
for a period of one (1) year thereafter.
ARTICLE 6. MISCELLANEOUS
6.1. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
6.2. Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
successors and assigns. If Executive should die while any amount due to him
at such time remains unpaid, such amount, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to his
devisee, legatee or other designee or, if there is no such designee, to his
estate.
6.3. Assignment. Except as otherwise provided in Section 5.4.,
neither this Agreement nor any rights or obligations hereunder shall be
assignable by either party hereto without the prior written consent of the
other party.
6.4. Obligation of the Company's Successors. Any successor to the
business of the
Company, whether directly or indirectly by merger, consolidation,
recapitalization, combination, purchase of stock, purchase of assets or
otherwise, shall succeed to the rights and obligations of the Company
hereunder. The Company will require any such successor to expressly assume
and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place.
6.5. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration
conducted before a panel of three arbitrators in the Commonwealth of
Massachusetts in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's
award in any court having jurisdiction.
6.6. Notices. All notices, requests, demands and other
communications to be given pursuant to this Agreement shall be in writing
and shall be deemed to have been duly given if delivered by hand or mailed
by registered or certified mail, return receipt requested, postage prepaid,
as follows:
If to the Company, to:
Haemonetics Corporation
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Attention: [ ]
If to Executive, to:
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or such other address as either party hereto shall have designated by
notice in writing to the other party.
6.7. Amendments. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by Executive and such officer as may be
specifically designated by the Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
6.8. Governing Law. This Agreement and the legal relations between
the parties hereto shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
6.9. Severability. In case any provision hereof shall, for any
reason, be held to be invalid or unenforceable in any respect, such
invalidity or unenforceability shall not affect any other provision hereof,
and this Agreement shall be construed as if such invalid or enforceable
provision had not been included herein. If any provision hereof shall, for
any reason, be held by a court to be excessively broad as to duration,
geographical scope, activity or subject matter, it shall be construed by
limiting and reducing it to make ii enforceable to the extent compatible
with applicable law then in effect.
6.10. Withholding. Any payments provided for hereunder shall be paid
after deducting any applicable withholding required under federal, state or
local law.
6.11. Entire Agreement. This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes the provisions of all prior agreements, promises,
covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any
party hereto with respect
to the subject matter hereof. A certain Patent, Trade Secrets and
Confidential Information Agreement between the Company and the Executive
dated October 1, 1979 is hereby terminated and cancelled in its entirety.
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party
which are not expressly set forth ins this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement under seal as of the date first above written.
s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
______________________________
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HAEMONETICS CORPORATION
By: s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
APPROVED:_________________________ REVISED:_________________________
POLICY
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It is the policy of Haemonetics to encourage employees to accept
international assignments for career development, or to satisfy business
needs of the Host Country organization. Haemonetics will provide assistance
to the employee and his/her family as required and appropriate to
facilitate transition to a different country, culture and business
organization. Haemonetics' policy is designed to maintain an employees
living standard, avoiding both a material financial windfall or
disadvantage to the employee.
It is Haemonetics' policy to return an employee who completes a Temporary
International Assignment to a position of at least comparable
responsibility, compensation and status to the position held immediately
prior to the assignment, provided the employee is not the object of
significant disciplinary or job performance measures
PROCEDURE
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1. APPLICATION OF POLICY
A. The provisions of this policy will be applied consistently and
equitably to all employees who accept a Temporary International Assignment
to any international location.
B. Hiring Managers or Personnel Departments will not alter these
provisions in any of the following ways, except with the prior written
approval of the President:
- reduce the level of benefits stated in the Policy and/or Procedures,
- deny any provisions to which the employee is entitled,
- increase the level of benefits stated in the Policy and/or Procedures,
- offer a provision which is not stated in the Policy
C. The provisions of the policy are non-negotiable; additionally, an
employee may neither receive reimbursement in lieu of a specified benefit
not used or only partially used nor way a specified benefit be traded for
one not included in the policy.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
2. GENERAL
A. Temporary International Assignments are normally for a period of two-
three years. Employees are expected to return to their Home Country at the
completion of the Temporary International Assignment.
B. Employees that accept an offer of Temporary International Assignment
will remain employees of their Home country, although their compensation,
allowances, and any other approved business expenses will be paid by the
Host Country.
C. The Home Method of Compensation is defined as compensation, including
the amount and timing of base salary, bonus plans, and salary increases
determined and administered in accordance with the policies and practices
of the Home Country. All adjustments, including housing and cost of living,
will be calculated from this compensation amount. The Host Method of
Compensation is defined as compensation, including the amount and timing of
base salary, bonus plans, and salary increases, determined and administered
in accordance with the policies and practices of the Host Country.
D. Temporary Assignments to the United States or Switzerland will
administer compensation based on the Host Method of Compensation. All other
international assignments will be administered based on the Home Method of
Compensation.
E. The net compensation of the employee on a Home Country salary program
(inclusive of allowances) will not be less than a comparable net Host
Country base salary.
F. A Letter of Temporary International Assignment detailing the salary,
allowances and any local provisions will be prepared for all employees
accepting an international assignment.
The Letter of Temporary International Assignment will normally be generated
by the Host Country Manager.
3. APPROVAL PROCESS
In order for an International Assignment to take place, appropriate
approvals must be obtained prior to the initiation of any relocation
activity, including that of the Vice Presidents of the employee's current
organization and proposed organization, and of the President.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
4. SELECTION FOR ASSIGNMENT
Incoming Organization
The formal job offer to an employee being considered for a Temporary
International Assignment can be made only after all approvals have been
obtained including that of The hiring manager, the Vice Presidents of the
employee's current organization and proposed organization, the General
Counsel (if the assignment is to or from the United States) and of the
President.
Prior to the formal job offer, the hiring manager shall:
1. coordinate the compensation and relocation details with the
appropriate personnel in the Staffing Departments of the Home and Host
locations, the significant terms of which must be reflected in the offer
letter and/or relocation agreement,
2. assure that the tax laws pertinent to the assignment duration
have been defined through a tax consultant with whom Haemonetics has an
agreement.
3. insure that the employee and family have received an
international relocation orientation to develop realistic expectations
about living at the location of assignment.
5. EMPLOYEE RESPONSIBILITIES
A. Each employee is expected to base the decision regarding acceptance
of an offered international assignment on the total opportunities.
B. To assist in the decision making process, Haemonetics will provide
employees with an orientation designed to promote realistic expectations
about the prospective international location and job opportunity.
C. Honesty and personal responsibility are the foundation of
Haemonetics' operating principles. Each employee of Haemonetics that
accepts an international assignment represents the Corporation and is
expected to conform to these principles.
D. Among the specifics, Haemonetics expects that employees on
international assignment will:
- comply with local laws,
- comply with all regulations regarding visa, work and residency
permits,
- transfer funds or currency in strict accordance with the
requirements of any country,
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
- file timely personal tax returns which accurately reflect the
frill and proper amount of tax liability to the employee's Home
Country and/or the country of assignment,
- declare material imported into any country honestly and correctly.
6. HOME COUNTRY CAREER MANAGER RESPONSIBILITIES
Each employee who accepts a Temporary International Assignment will have a
designated Home Country Career Manager. This Manager should be a Vice
President or a direct report of a Vice President in the employee's Home
Country organization, as selected by the employee with the consent of the
Manager selected. The Career Manager will have the following
responsibilities:
1. Meet with the employee prior to the employee's actual transfer
to discuss the assignment and future plans, including the repatriation plan
and act as a career mentor to provide on-going support to the assignee
throughout the assignment and assist in identifying a position for the
assignee's return.
2. Assure that there is continuing Home Country organizational
commitment to the employee during and at the time of the employee's return
from the international assignment.
3. Assure that a Repatriation Plan is completed and maintained in
the Home Country organization. The Repatriation Plan must include:
A. Potential positions for the assignee at the conclusion of
the assignment, and
B. Activities intended to ensure the transfer of learnings,
both professional and cultural, from the assignee to the returning
organization.
4. Assure that the Host Country organization administers scheduled
employee salary plans/reviews based on the provisions of the Home Country
Salary Program.
5. Assure that there are regular meetings and communications with
the employee during business trips and/or home leaves while the employee is
internationally assigned.
6. Assure that there are opportunities for technical training as
required to maintain the employee's skills.
7. Notify the employee if the Career Manager is unable to continue
in the designated role, AND assist in identifying a new Career Manager.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
8. Initiate communications with the employee, at a minimum, nine
(9) months prior to the empoyee's scheduled return. These communications
should include:
A. Information pertaining to the positions which are being
considered for the employee upon his/her return to the Home Country.
B. Activities which are being planned to facilitate the
learning transfer from the assignee to the returning organization.
9. Communicate to the Host Country Vice President and employee the
final details of a job offer (with required approvals, stated above); This
communication should be completed within three (3) to six (6) months of the
assignee's scheduled date of return.
7. IMMIGRATION
Most countries require a work permit and/or visa for non-citizens to enter
or be employed in the country. The Host Country (or organization with
operational control, if different, with assistance of the Host Country)
shall be responsible for securing all arrangements for the legal
immigration of the employee and employee's family. The international
relocation of an employee will take place only when the employee has
received the necessary approval and documentation from the government at
the Host location.
8. BENEFITS
A. Where legal, administratively feasible and practical, Haemonetics
will retain the employee in the Home Country benefit programs under:
- Life Insurance
- Disability
- Social Security
- Savings Plus [or other retirement vehicle]
If not feasible for legal or financial reasons, Haemonetics will provide
the employee with comparable benefits at the Host location.
It is expected that the employee will participate in the Host Country
medical plan on the same terms and conditions as other employees at the
Host Country. An employee who participates in the Host Country medical plan
may choose to also participate on their Home Country medical plan, if
legally permitted, provided the employee continues to pay the full
applicable premium for the Home Country plan, if any.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
B. Service Recognition Awards
Employees will participate in the Service Recognition Program in effect at
the assignment location, unless the assignment location has no program. In
that case, the employee will continue to be eligible to participate in the
Home Country program.
C. Employee Stock Purchase Plan (ESPP)
Employees will be eligible to participate in the Employee Stock Purchase
Plan of the Host Country, where service requirements include any service
performed at the Home Country.
D. Vacations and Holidays
1. The employees on Temporary International Assignment will
participate in the vacation accrual and holiday schedules in effect at the
Host Country.
2. Employee's vacation days which have been accrued prior to the
international assignment will be transferred with the employee upon
international assignment. up to the maximum accrual amount of vacation days
allowed in the Host Country. Any balance between the total accrued vacation
the employee has earned prior to the assignment, and the amount to be
transferred will be frozen in the Home Country, and may be used by the
employee at the termination of the international assignment after return to
the Home Country. At the termination of the international assignment, the
employee may transfer vacation hours accrued while on assignment in
accordance with the Host Country schedule, only to the extent that the
total accrual to be transferred plus the balance remaining in the Home
Country does not exceed the maximum allowable accrual for the employee in
the Home Country.
3. Employees are encouraged to take all earned vacation each year
while on Temporary International Assignment.
4. Upon return from assignment, any unused vacation time while on
international assignment up to the maximum accrual amount of vacation days
allowed in the Home Country, will be transferred with the employee back to
the Home Country. In no event shall the total of the number of vacation
hours "frozen" at the commencement of the international assignment plus the
number of unused vacation hours transferred back to the Home Country with
the employee who has completed an international assignment exceed the
maximum vacation accrual allowed by the Home Country.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
9. RELOCATION PROVISIONS
A. Familiarization Visit
1. Prior to a formal offer being made a Familiarization Visit for
the anticipated final candidate to the proposed location is required.
Coordination for this trip is the responsibility of the Incoming Manager.
2. Haemonetics will reimburse expenses for round trip air or
ground transportation, lodging, meals and a rental car, including gas, for
the employee and accompanying spouse for up to five (5) days, excluding
travel time, in accordance with Haemonetics' expense account policy. These
days will be taken as Company time for the employee, and also for the
spouse if the spouse is a Haemonetics employee.
3. If the Familiarization Visit is combined with the house hunting
trip, Haemonetics will reimburse expenses as detailed in the previous
paragraph for a total often (10) days, excluding travel time.
4. The employee and accompanying spouse using international air
travel are entitled to Business Class consistent with the guidelines in the
Corporate Travel Policy.
Reimbursement will also be provided for overnight lodging, meals and
necessary en-route expenses for one night if air travel time exceeds nine
(9) hours.
5. Employees traveling by personal automobile will be reimbursed
for mileage at the Company rate prevailing at the Host location.
6. Employees are discouraged from having children accompany them
and their spouse on the Familiarization Visit. Approval for accompanying
children will be granted by the Manager who is paying for the relocation
expenses on an exception basis only, for special circumstances.
7. If children do not accompany the parents on the Familiarization
Visit, reimbursement will be provided for expenses associated with
providing child care in the Home location during the Familiarization Visit.
B. Physicals
1. Employees and accompanying spouse and children are encouraged
to have a physical provided by the medical plan in effect at the Home
Country location to assist in the decision making process.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
2. If the medical plan in the Home location provides no
reimbursement or only partial reimbursement for a physical, the Company
will reimburse for the portion of the cost of a normal, routine physical
that is not covered by the medical plan.
C. House Hunting Visit
1. The employee and spouse will receive a separate House Hunting
Visit in addition to the Familiarization Visit. The Manager at the location
of assignment will coordinate this visit.
2. Haemonetics will reimburse expenses for round trip air travel
or ground transportation, meals, lodging, and a rental car, including gas,
for the employee and accompanying spouse for up to five (5) days, excluding
travel time, in accordance with Haemonetics' expense account policy. These
days will be taken as Company time for the employee and also for the
spouse, if the spouse is a Haemonetics employee.
3. The employee and accompanying spouse using international air
travel are entitled to Business Class consistent with the guidelines in the
Corporate Travel Policy.
Reimbursement will also be provided for overnight lodging, meals and
necessary en-route expenses for one night if air travel time exceeds nine
(9) hours.
4. Employees traveling by personal automobile will be reimbursed
for mileage at the Company rate prevailing at the Host Location.
5. Children are not eligible to accompany parents on the House
Hunting Trip.
6. Reimbursement will be provided for expenses associated with
providing child care for the children in the Home location during the House
Hunting Trip.
D. Shipment of Household Goods and Personal Effects
1. Haemonetics will pay the normal and reasonable costs of moving
the employee's personal effects to the international location. Payment for
the shipment of household goods will be made only in circumstances where
furnished accommodations are not available.
2. Items such as boats, heavy equipment, pianos, art objects,
collectibles etc. requiring special handling will not be moved at Company
expense.
3. Haemonetics will not reimburse duty expenses for luxury items,
liquor and wine, perfumes or newly purchased items related to moving
household goods or personal effects of the employee.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
4. Employees (whether single or married) going on Temporary
International Assignment are eligible to ship up to 1,000 pounds (450
kilograms) of household goods/personal effects by air; any remaining
household goods/personal effects will be shipped by surface shipment.
Management paying for the relocation may elect to ship all of the household
goods by air when this is the most cost effective method for the Company.
5. Storage of Goods
A. Storage of goods not shipped by the employee, including
transportation to and from storage, is paid by the Company for the
duration of the Temporary International Assignment
B. Temporary Storage of goods during the move is also
reimbursed by the Company when necessary.
6. Appliances
Haemonetics will not ship heavy appliances (such as stove,
refrigerator, clothes washer, clothes dryer, and television), unless
it is more cost effective for the Company. Haemonetics will either
provide these appliances or reimburse employees for the cost of
purchasing these appliances in the Host Country. Reimbursement will
be provided up to a reasonable amount established by Host Country
Personnel with appropriate documentation submitted by employee,
provided these appliances are not included as part of the rental
housing.
7. Household Pets
1. Haemonetics defines household pets as those that normally
reside in the employee's home and will reimburse reasonable costs
associated with the following:
- Health Certification
- Travel and Travel Containers
- Quarantine
- Boarding during Temporary Living, if necessary
2. It will be the employee's responsibility to identify
regulations and requirements necessary for the importation of their
household pets to the international location.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
3. It will also be the employee's responsibility to make all
the necessary travel arrangements for the importation of household
pets.
E. Automobiles
All of the provisions for automobiles (Shipment, Storage, Sale and Lease
Cancellation) apply to one (1) automobile for employees relocating alone
and for up to two (2) automobiles for employees accompanied by family.
1. Shipment of Automobiles
a. Haemonetics will not normally ship automobiles from one country to
another unless it is cost effective for the Company.
b. If automobiles are authorized by the Company to be shipped,
Haemonetics will pay for the shipment of up to two automobiles, including
freight, handling, and insurance, as required, but will not pay shipping
charges in excess of the estimated Loss on Sale and/or Storage casts for
the qualifying vehicle(s).
2. Storage of Automobiles
If an employee elects to store an automobile during an international
assignment, reasonable and ordinary storage costs will be paid for the
duration of the employee's international assignment.
3. Sale of Automobile
a. If an employee sells an automobile and is forced to take a loss on
the sale, Haemonetics will reimburse any loss up to a maximum of 20% of the
Blue Book value of the automobile. The loss is the difference between
retail value and actual selling price.
b. Loss on Sale provisions apply at the Home location at the start of
the assignment and at the foreign location at the end of the assignment.
c. The automobile's retail value is determined by an authorized
automobile valuation service operating in the country where the automobile
is sold. If such a service is unavailable, an authorized automobile dealer
can provide a quote of the automobile's value in writing.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
4. Lease Automobiles
If an employee elects to break a lease on their automobile in the Home
Country at the start of assignment or in the Host Country at the conclusion
of assignment and there are lease-breaking penalties involved,
reimbursement of these costs will be provided up to the Blue Book value of
the leased car.
10. PERSONAL INVESTMENT
Haemonetics does not assume responsibility for losses of funds on personal
investments or losses arising from currency exchange rate fluctuations
affecting Temporary International Assignees' personal investments Personal
investments include purchase and sale of real estate.
A. Sale of Home Prior to Relocation
Employees are eligible for the provisions of the Sale of Home Policy
consistent with the Relocation Policy in their Home Country when accepting
a Temporary International Assignment as long as the sale is completed
within the first year of assignment.
B. Lease Cancellation of Apartment/House Prior to Relocation
If the employee is required to terminate a lease on their primary residence
prior to moving internationally, Haemonetics will reimburse the employee
for charges up to an amount which equals three months rental.
C. Leasing Assistance for Home in the Home Country
Employees may wish to lease their home in their Home Country rather than
sell when accepting a Temporary International Assignment. If so,
reimbursement will be provided for:
- broker's fee, if any, or reasonable cost if no broker's fee is
involved, for securing a tenant.
- legal fees for drawing up a lease agreement.
- a reasonable fee for a management company to manage the property
during the employee's absence.
- the cost of mortgage interest on the first mortgage only, real
estate taxes, homeowner's insurance and reasonable maintenance for
each month that the property is not rented, up to a maximum of
three months per calendar year of assignment.
- the difference between the rental rate and the monthly carrying
costs (mortgage interest, real estate taxes and insurance), to a
reasonable figure.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
- the additional insurance cost of renter's insurance over the
employee's previous homeowner's policy, if any.
11. OTHER REIMBURSEMENTS
A. Language Lessons
Employees and family members relocating to a country whose language they
neither speak nor understand well are eligible to be reimbursed for the
cost of a reasonable amount of language instruction for each relocating
family member. Reimbursement amounts will be determined by Host Country
Manager.
B. Travel to New Location
1. Haemonetics will pay travel expenses for the employee and
accompanying spouse and children. Reasonable en route expenses for meals,
lodging, tips, and other necessary items are reimbursed.
2. Employees and accompanying spouse and children using international
air travel are entitled to Business Class consistent with the guidelines in
the Corporate Travel Policy. Reimbursement will also be provided for
overnight lodging, meals and necessary en-route expenses for one night if
air travel time exceeds nine (9) hours.
3. Employees traveling by personal automobile will be reimbursed for
mileage at the Company rate prevailing at the Host location.
4. Employees who travel by means other than air travel or ground
transportation will be reimbursed only up to the cost of air travel from
the old location to the new location and any additional time taken en route
is considered vacation time.
C. Travel for Children
If the employee has dependent, unmarried children (who are under 19 years
of age unless a fulltime student, and then under 23 years of age) who do
not accompany the employee on the Temporary International Assignment,
Haemonetics will pay for round-trip Economy Class air fares for each child
up to two visits per year to the international location.
This policy provision applies to children who are full time students and/or
to children who are fully dependent on their parents for financial support.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
D. Temporary Living
1. All employees and accompanying family members are permitted up to a
total of thirty (30) days of temporary living in the Home and/or Host
location, if necessary. Any extension due to non-availability of housing,
delays in shipment of household goods, etc., must be approved by the
Manager paying for the employee's relocation.
2. The following items are considered reimbursable for the employee and
accompanying family members during temporary living, if supported by
receipts:
- Lodging - hotel/motel rates approved by the Company for the area,
or furnished apartments
- Auto Rental, excluding gas, (one automobile) - the size of the
automobile should be reasonable for the family size.
- Meals
3. Employees who elect to stay with family or friends during temporary
living will be eligible for reimbursement of auto rental expenses (one
automobile) if supported by receipts, and $25 per day if the employee is
alone or $50 per day if the employee is traveling with his/her family
(regardless of size).
E. Miscellaneous Relocation Reimbursement
1. Upon arrival at the location of assignment, employees will receive a
one-time payment to assist in defraying miscellaneous costs incurred in the
relocation which are not specifically reimbursable under other provisions
of this policy.
This payment will be made in local currency at the location of
international assignment and will be consistent with the amount in effect
at the incoming location on the date the assignee begins the International
Assignment.
2. Two levels of payment will be administered based on the number of
accompanying family members:
- Unaccompanied employees or employees with one family member
- Employees accompanied by two or more family members
3. The amounts of the miscellaneous payment are reviewed by the
Corporation each year and adjusted, as appropriate.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
4. The specific amount for each employee on international assignment
will be stated in the Letter of Assignment
F. Reimbursement for Transferring Funds Internationally
Haemonetics recognizes that employees who are on a Temporary International
Assignment have financial obligations in both the Home and Host Country. In
order to facilitate the transfer of funds from one country to another,
Haemonetics will reimburse employees who are on international assignment
for the bank/wire transfer charges involved in making monetary transfers
from one country to another for one such transfer per month.
G. Reimbursement for Mail Forwarding Services
At the employee's election, the Home Country business address will be the
forwarding address for all personal mail and the Home Country will take
responsibility for forwarding it to the employee in the Host Country, or
the employee will be reimbursed for reasonable and ordinary expenses
associated with a formal mail forwarding service to the Host Country.
H. Housing Allowance at the Host Location
Employees on Temporary International Assignment are expected to reside in
rental properties. A Housing Allowance will be paid to employees at
locations where the cost of rental housing requires a larger percentage of
the employee's income than the average percentage spent on housing in the
Home Country. This average cost represents the employee's Housing
Contribution and will be calculated according to Home Country norms
provided by a third-party consultant.
Haemonetics will pay the difference between this norm and a reasonable rent
at the location of assignment. Reasonable rent figures are determined and
maintained by Host personnel and are to be communicated to the employee
during the Familiarization Visit or House hunting Trip.
I. Purchase/Sale of Home (Host Country)
1. Employees on Temporary International Assignment are not encouraged to
purchase a home at the international location. Haemonetics will NOT provide
any assistance with the purchase/sale of a home at the Host location.
2. Employees who purchase a home at the Host location will NOT receive
any Housing Allowance.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
J. Cost of Living Allowance
1. A cost of Living Allowance will be paid to employees at international
locations using the Home Compensation Method where the costs of normally
purchased goods and services exceed those which the employee would be
expected to pay in the Home Country. This allowance will begin when the
employee moves out of temporary living.
2. Cost of Living Allowances are determined by a third-party consultant
and will vary based on family size, salary, exchange rates, and cost of
living surveys.
K. Educational Reimbursement
1. Certain costs for private schooling are paid for children of
employees on international assignment when the public schooling available
at the international location is incompatible (due to language or
curriculum or culture) with public schooling provided in the Home Country.
2. The general standard used to determine curriculum adequacy is that a
child who completes a grade in an international school must be able to
enter the next higher grade in the Home Country school.
3. Actual and reasonable costs for registration, tuition, books and
transportation are reimbursed. All other costs associated with private
schooling including, but not limited to, athletic fees, lab fees, music
fees, extra curricular activities, etc. are not reimbursed.
4. If the decision is made to send a child to school outside the country
of assignment and private schooling is available at the location of
assignment, the reimbursement will not exceed the amount which would have
been payable at the location of assignment.
If the decision is made to send a child to school away from the location of
assignment by reason of private schooling not being available at the
location of assignment, reimbursement will be provided for room, board,
registration, tuition, books and up to two round trips per year to the
family's location of assignment
5. Reimbursement of these expenses is limited to elementary (including
kindergarten) and secondary school children who normally and customarily
attend public schools in their Home Country and/or who meet the minimum age
for public education at the location of assignment.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
12. LEAVES
A. Home Leave
1. Haemonetics grants home leave to each employee who is on Temporary
International Assignment.
2. One (1) home leave is granted for each twelve (12) months of
international assignment completed. In unusual situations, or to coincide
with holiday periods in the Home Country, the Host Manager may authorize
the first home leave after the employee has completed less than twelve
months at the international location.
3. There are two purposes for the home leave.
a. For the employee to maintain communication with the Home
Country Career Manager and conduct any other business that is necessary.
The employee is required to meet with his/her Career Manager during home
leave to discuss the international assignment and the employee's future
return to the Home Country.
b. For the employee and family to maintain their identity with the
Home Country.
4. Employees and accompanying spouse and children using international
air travel are entitled to travel International Business Class consistent
with the guidelines in the Corporate Travel Policy. Reimbursement will also
be provided for overnight lodging, meals and necessary en-route expenses
for one night if air travel exceeds nine (9) hours.
5. Haemonetics encourages employees and family members to stay with
relatives or friends when possible during home leave. Employees staying
with friends or relatives will be reimbursed for a rental car, including
gas, for five (5) days and will receive $25 per day if traveling alone and
$50 per day if traveling with a family (regardless of size).
When it is not possible for employees to stay with relatives or friends, a
total often (10) days in the home work location will be reimbursed for the
employee and accompanying family members for reasonable lodging expenses as
well as a reimbursement for a rental car, including gas, and meals.
6. If the Home Country Career Manager works in a different location from
where the employee worked immediately prior to assignment, the employee
(not the family) will be reimbursed for air fare to return to the location
of the Home Country Career Manager.
7. If the family wants to return to a place in the Home Country other
than where the employee worked immediately prior to the assignment they may
do so, but travel costs will be reimbursed only up to the air fare amount
for return to the home work location.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
8. If an employee elects alternative means of transportation or non-
direct routing, Haemonetics will reimburse reasonable and actual expenses
not to exceed the cost of direct air fare between the location of
assignment and the home work location.
9. Home leave will be taken as vacation time for the employee, excluding
travel time and days spent by the employee conducting Haemonetics business
and meeting with the Home Country Career Manager.
B. Emergency Leave
1. Emergency Leave will be granted to the employee and/or spouse for
five days of company time, excluding travel time, in cases of serious
illness of the following:
- parent/stepparent
- child/stepchild living in the Home Country
- employee's spouse
2. This leave will also be granted in cases of death of the employee's
or spouse's:
- parent/stepparent - employee's spouse - sister/stepsister
- child/stepchild - brother/stepbrother - grandparents
3. Haemonetics will reimburse reasonable and customary expenses for
round trip air travel or ground transportation, lodging, a rental car,
including gas, and meals if the employee and accompanying family members
need to stay in a hotel during the Emergency Leave.
4. If children do not accompany the parents on the Emergency Leave,
reimbursement will be provided for expenses associated with child care at
the location of assignment.
C. Death in the Foreign Location
1. In the event of death of an employee while on international
assignment, or of a dependent, at the foreign location, Haemonetics will
pay the expenses in the Host Country associated with returning home for
burial/cremation, whichever the employee or spouse wishes, provided local
laws permit.
2. If the remains are to be returned to the Home Country or to another
location designated by the family, the Company will assume the costs of
shipment, the required documentation and transportation by regular sea or
air service to an undertaking establishment designated by the family.
3. In the case of the employee's death, the family will be relocated to
the Home Country under the repatriation plan of the International
Relocation Policy.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
13. TAXES
A. Haemonetics has an agreement with an international tax consulting
firm to provide specified tax services to internationally assigned
employees.
B. Haemonetics will pay for the costs of these specified services if
provided by the international tax consulting firm with whom Haemonetics has
an agreement.
A. Tax Orientation
Employees who are transferring internationally are eligible for, and must
receive, a tax orientation prior to the start of the assignment in their
Home Country and at the Host location to ensure that they are aware of
their tax responsibilities in both locations.
B. Tax Preparation
Employees on a Temporary International Assignment are eligible to have
income tax forms for both the Home and Host locations prepared annually by
the international tax consulting firm with whom Haemonetics has an
agreement during the years that they are on assignment.
C. Tax Reimbursement
1. Employees accepting a Temporary International Assignment may
experience an increase in personal tax liability by reason of their
receiving additional taxable expenses, or allowances, and/or by reason of
their compensation being subject to the tax laws of two locations.
2. Haemonetics will reimburse employees on a Temporary International
Assignment with a Home Country Method of Compensation for the difference
between:
a. hypothetical Home Country income tax calculated on
Company based salary, the taxable income element on Haemonetics stock
options, and outside income; and
b. actual total income tax calculated on the same Company
base salary, the taxable income element on Haemonetics stock options,
and outside income plus relocation allowances and taxable relocation
reimbursements related to the international assignment.
3. The amount of personal/outside income eligible to be included in the
tax reimbursement calculation is $10,000.00 or 15% of base salary,
whichever is greater. Capital gains from sale of home are subject to these
limits.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
4. The intent is that the employee pay neither more nor less income
taxes on base salary, the taxable income element on Haemonetics stock
options, and outside income than would have been paid by the employee if
the employee had remained in the Home Country (subject to the $10,000 or
15% of pay limit for outside/personal income stated in the previous
paragraph).
5. Haemonetics' intent is to also provide relocation allowances and
taxable relocation reimbursements to the employee net of tax liability.
6. Reimbursement of excess taxes, if any, will be paid to the employee
only if the calculation of tax reimbursement is performed by the
international tax consulting firm with whom Haemonetics has an agreement.
14. REPATRIATION
A. Employees will normally return to their Home Country at the
conclusion of the Temporary International Assignment consistent with their
Repatriation plan. The Home Country Career Manager will coordinate the
return through the Staffing Department of the Home Country.
B. The Host Manager will be responsible for providing employees with a
reasonable amount of time to meet with their Career Manager and to
interview in the Home Country prior to the planned date or return.
C. Employees paid using the Home Country Compensation Method will return
to the Home Country at their current base salary (net of housing or cost of
living allowances) at the time of repatriation.
15. CONCLUSION OF ASSIGNMENT
A. Return to Home Country
At the conclusion of the Temporary International Assignment the
employee will return to the Home Country under the provisions of the
Repatriation Policy.
B. Early Return from Temporary International Assignment
1. The Corporation may deem it appropriate to return an employee
to the Home Country prior to the planned date of return based on
changing business needs or uncorrected performance issues occurring
during the term of the assignment. In addition, early return may be
initiated by the employee based on personal or family concerns of a
serious or imperative nature.
HAEMONETICS POLICY & PROCEDURE MANUAL SECTION B2a
TEMPORARY INTERNATIONAL ASSIGNMENT POLICY
2. An employee who returns early from an international assignment
will receive the relocation provisions listed in the Repatriation
Policy.
C. Voluntary Resignation
If an employee voluntarily resigns from Haemonetics while on
Temporary International Assignment, Haemonetics provides no
relocation assistance.
D. Termination
1. Employees on Temporary International Assignment may be
terminated from the Corporation at the Host location as a result of
violations of Company rules or illegal acts in the Host Country.
2. In the event of termination of employment for these reasons,
the employee and any accompanying family members will be relocated
back to the Home Country and will receive only the following
relocation provisions:
- Travel to the Home Location
- Household Goods/Personal Effect Shipment
- Tax Consultation, Tax Preparation, Tax Equalization
3. The expense for the relocation provisions will be paid by the
Host Country Manager.
ATTACHMENT A
BALANCE SHEET COMPENSATION HYPOTHETICAL
EMPLOYEE EARNING $lOOK PER YEAR IS RELOCATED FROM US TO FRANCE; EMPLOYEE
HAS SPOUSE AND TWO CHILDREN
EMPLOYEE RECEIVES.
BASE PAY $8,333 PER MONTH *
COST OF LIVING DIFFERENTIAL $2,603 PER MONTH
HOUSING DIFFERENTIAL $2,663 PER MONTH (*Unless employee receives
reimbursement of actual costs of temporary
living)
MONTHLY PAY $13,599
PLUS TAX GROSS UP (?) To maintain employee tax obligation as
if at home.
* NOTE. ALL BENEFITS COVERAGES, AND MERIT INCREASES ARE BASED ON
BASE COMPENSATION, NOT INCLUDING ALLOWANCES.