December 31, 2008 Robert Chilton 30020 Torrepines Place Agoura Hills, CA 91301 Dear Bob:
Exhibit
99.2
December
31, 2008
Xxxxxx
Xxxxxxx
00000
Xxxxxxxxxx Xxxxx
Xxxxxx
Xxxxx, XX 00000
Dear
Xxx:
This employment letter agreement is an amendment and
restatement of your offer letter, dated October 2, 2003, in which you were
offered the position of Chief Financial Officer at HemaCare Corporation,
a position reporting directly to the Chief Executive Officer. Your
offer letter of October 2, 2003 must be amended to comply with the requirements
of Section 409A of the Internal Revenue Code (the “Code”), which governs certain
nonqualified deferred compensation arrangements.
The
following summarizes the particulars of this employment letter
agreement:
Title: Executive
Vice President, Chief Financial Officer, General Manager - Therapeutic Services
and Corporate Secretary
Annual
Salary: A base salary of $230,000 per year, with annual reviews. Car
allowance shall be paid monthly at the rate of $1,000.00 per month.
Stock
Options: Your most recent grant was on October 1, 2008 for 50,000
shares, vesting in 20% increments in October, 2009, 2010, 2011, 2012, and
2013. These shares were priced at the close on October 1, 2008. If
you leave the company for any reason, you will have up to the earlier of (i)
three months from the last day of your employment, or (ii) the expiration date
of the original option term, in which to exercise any options that may have
vested during your employment. All of your options would vest at the
time of a sale of the company. From time to time you may be awarded
additional options based on their availability in our stockholder approved plan
and your performance.
Bonus: Up
to 40% of the base annual salary (starting in 2004) for achieving specified
goals determined by the Chief Executive Officer. The bonus structure
will typically put 100% of your bonus at risk; bonuses are paid in March of the
calendar year immediately following the year to which such bonus
relates.
Severance: If your employment is terminated
by the company without "Cause" and where such termination also constitutes a
"separation from service" within the meaning of Code Section 409A, then the
company will pay you severance equal to six months of your base annual
salary. Any severance payments set forth herein, shall only be
payable by the company if (i) you deliver to the company an executed general
release (in a form acceptable to the company) of all claims in relation to your
employment, (ii) you do not revoke such release, and (iii) the release is
effective within sixty (60) days from your termination of
employment. Subject to the foregoing, severance payments shall be
paid in pro-rata monthly installments commencing on the fifteenth (15th) day
following the 60-day period in which you are required to execute and not revoke
the general release to the company. For
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Exhibit
99.2
purposes of this employment letter agreement, the term
"Cause" shall mean (i) the commission of an act or omission that would
constitute a felony, or which involves dishonesty, disloyalty, or fraud with
respect to the company or any of its customers or suppliers; (ii) negligence or
malfeasance; (iii) breach of fiduciary duties to the company; (iv) disclosure of
confidential information; (v) drug, alcohol, or other substance abuse; (vi)
neglect of duties to the company; and (vii) any other act or omission which
could reasonably be expected to adversely affect the company's business,
financial condition, prospect or reputation or your performance of duties to the
company. In each of the foregoing subclauses of (i) through (vii),
whether or not a "Cause" event has occurred will be determined by the company's
board of directors in its sole discretion and the board's determination shall be
conclusive, final and binding. Notwithstanding any provision in this
employment letter agreement to the contrary, if you are paid severance and/or
severance-related benefits under this employment letter agreement, then you
shall not be paid any severance pay and/or severance-related benefits under any
other agreement with the company, including, without limitation, your Amended
and Restated Change of Control Agreement, dated December 31,
2008.
Benefits: You
will receive the standard health plans and other employee benefits, including 29
days of paid time off (on an annual basis accruing bi-weekly.
If, upon your "separation from service" within the
meaning of Code Section 409A, you are then a "specified employee" (as defined in
Code Section 409A), then to the extent necessary to comply with Code Section
409A and avoid the imposition of taxes under Code Section 409A, the company
shall defer payment of "nonqualified deferred compensation" subject to Code
Section 409A payable as a result of and within six (6) months following such
separation from service under this employment letter agreement until the earlier
of (i) ten (10) days after the company receives notification of your death, or
(ii) the first business day of the seventh month following your separation from
service. Any such delayed payments shall be made without
interest.
We
look forward to your continued service to HemaCare and appreciate the
contributions you have made toward our success. To accept the terms
of this amended and restated employment letter agreement, please sign below and
return to the Director of Human
Resources, within five business days of receipt.
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Sincerely,
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Accepted:
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/s/ Xxxxxx
Xxxxxxxxxxxx
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/s/ Xxxxxx
Xxxxxxx
|
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Xxxxxx
Xxxxxxxxxxxx
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Xxxxxx
Xxxxxxx
|
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Chairman
of the Board
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