EXHIBIT 10AH
HAEMONETICS CORPORATION
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1992 LONG-TERM INCENTIVE PLAN
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NON-QUALIFIED STOCK OPTION AGREEMENT
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WITH
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Name
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HAEMONETICS CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER 1992 LONG-TERM INCENTIVE PLAN
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AGREEMENT entered into this Date day of Month, 2000 by and between
Haemonetics Corporation, a Massachusetts corporation with a principal place
of business in Braintree, Massachusetts, (the "Company"), and the
undersigned employee of the Company (or one of its subsidiaries) (the
Company and its subsidiaries herein together referred to as the "Company")
(the "Employee").
1. The Company desires to grant the Employee a non-qualified stock
option under the Company's 1992 Long-Term Incentive Plan (the "Plan") to
acquire shares of the Company's common stock, $ .01 par value per share (the
"Common Stock").
2. Section 4 of the Plan provides that each option is to be evidenced
by an option agreement, setting forth the terms and conditions of the
option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Employee
hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to the
Employee a non-qualified stock option (the "Option") to purchase all or any
part of an aggregate of X,000 shares of Common Stock (the "Shares") on the
terms and conditions hereinafter set forth. This option shall not be
treated as an incentive stock option under Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price ("Purchase Price") for the
Shares covered by the Option shall be $XX.XXXX per Share.
3. Time of Exercise of Option; Exercisability.
(a) The Option shall not be exercisable prior to Month Day,
Year. Thereafter, the Option shall be exercisable as follows:
Percentage of
Shares Becoming Cumulative
Available for Percentage
On or After Exercise Available
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Month Day, Year 25% 25%
Month Day, Year 25% 50%
Month Day, Year 25% 75%
Month Day, Year 25% 100%
(b) This option shall be exercisable to the full amount of the
shares covered hereby in the event that (i) the Company is merged into
or consolidated with another corporation under circumstances where the
Company is not the surviving corporation (ii) the Company is
liquidated or sells or otherwise disposes of all or substantially all
of its assets to another corporation, or (iii) a Change of Control
occurs before this option has been exercised in full. For purposes
hereof a "Change in Control" shall be deemed to have occurred if any
persons, who prior to such time owned less than thirty-five percent
(35%) of the then outstanding Common Stock in one or more
transactions, or series of transactions, such that following such
transaction or transactions, such person or group and affiliates
beneficially own thirty-five percent (35%) or more of the Company's
Common Stock outstanding.
4. Term of Options; Exercisability.
(a) Term.
(1) Each Option shall expire not more than ten (10) years
from the date of the granting thereof, but shall be subject to
earlier termination as herein provided.
(2) Except as otherwise provided in this Section 4, if
the Employee ceases to be an employee of the Company, the Option
granted to the Employee hereunder shall terminate three months
after the date such Employee ceases to be an employee of the
Company, or on the date on which the Option expires by its
terms, whichever occurs first.
(3) If such termination of employment is because of
dismissal for cause or because the Employee is in breach of any
employment agreement, such Option will terminate on the date the
Employee ceases to be an employee of the Company.
(4) If such termination of employment is because the
Employee has become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall terminate one
year from the date such Employee ceases to be an employee, or on
the date on which the Option expires by its terms, whichever
occurs first.
(5) If such termination of employment is because the
Employee has retired in good standing for reasons of age under
then established rules of the Company, such Option shall
terminate two years from the date such Employee ceases to be an
employee, or on the date on which the Option expires by its
terms, whichever occurs first.
(6) In the event of the death of the Employee while in
the employ of the Company, the Option granted to such Employee
shall terminate one year following such death, or on the date on
which the Option expires by its terms, whichever occurs first.
(b) Exercisability.
If the Employee ceases to be an employee of the Company,
the Option granted to the Employee hereunder shall be
exercisable only to the extent that the right to purchase Shares
under such Option has accrued and is in effect on the date such
Employee ceases to be an employee of the Company.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has
accrued and is in effect, the Option may be exercised in full or in
part by giving written notice to the Company stating the number of
Shares exercised and accompanied by payment in full for such Shares.
Payment may be either wholly in cash or, with the consent of the
Committee, in whole or in part in Shares of the common stock of the
Company already owned by the person exercising the Option, valued at
fair market value. Upon such exercise, delivery of a certificate for
paid-up, non-assessable Shares shall be made, as promptly as
practicable, at the principal office of the Company to the person
exercising the Option.
(b) The Company shall at all times during the term of the
Option reserve and keep available such number of Shares of its common
stock as will be sufficient to satisfy the requirements of the Option.
The Employee shall not have any of the rights of a stockholder of the
Company in respect of the Shares until one or more certificates for
such Shares shall be delivered to him or her upon the due exercise of
the Option.
6. Non-Transferability. The right of the Employee to exercise the
Option shall not be assignable or transferable by the Employee otherwise
than by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder, and the
Option may be exercised during the lifetime of the Employee only by him or
her. The Option shall be null and void and without effect upon any
attempted assignment or transfer, except as hereinabove provided, including
without limitation any purported assignment, whether voluntary or by
operation of law, pledge, hypothecation or other disposition contrary to the
provisions hereof, or levy of execution, attachment, trustee process or
similar process, whether legal or equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued
upon exercise of the Option shall not be effectively registered under
the Securities Act of 1933 (the "1933 Act"), upon any date on which
the Option is exercised in whole or in part, the person exercising the
Option shall give a written representation to the Company in a form
satisfactory to the Company and the Company shall place an "investment
legend," so-called upon any certificate for the Shares issued by
reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares
or to cause a registration statement or a post-effective amendment to
any registration statement to be prepared for the purposes of covering
the issue of Shares.
8. Adjustments on Changes in Capitalization. Adjustments on Changes
in Capitalization and the like shall be made in accordance with Section 6 of
the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights. Nothing contained in the Plan or
this Agreement shall be construed or deemed by any person under any
circumstances to bind the Company to continue the employment of the Employee
for the period within which this Option may be exercised. However, during
the period of the Employee's employment, the Employee shall render
diligently and faithfully the services which are assigned to the Employee
from time to time by the Board of Directors or by the executive officers of
the Company and shall at no time take any action which directly or
indirectly would be inconsistent with the best interests of the Company.
10. Rights as a Shareholder. The Employee shall have no rights as a
shareholder with respect to any Shares which may be purchased by exercise of
this Option unless and until a certificate or certificates representing such
Shares are duly issued and delivered to the Employee. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.
11. Withholding Taxes. Whenever Shares are to be issued upon
exercise of this Option, the Company shall have the right to require the
Employee to remit to the Company an amount sufficient to satisfy all
Federal, state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such Shares.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its corporate seal to be hereto affixed by its officer
thereunto duly authorized, and the Employee has hereunto set his or her hand
and seal, all as of the day and year first above written.
HAEMONETICS CORPORATION
By:____________________________
Title: President
EMPLOYEE
Name:__________________________
Address:_______________________
_______________________
Social Security
No:____________________________
