EXHIBIT 10AK
HAEMONETICS CORPORATION
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2000 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 2000 LONG-TERM INCENTIVE PLAN
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AGREEMENT entered into this first day of May, 2001 by and between
Haemonetics Corporation, a Massachusetts corporation with a principal place
of business in Braintree, Massachusetts, (the "Company"), and the
undersigned director of the Company (the "Director").
1. The Company desires to grant the Director a non-qualified stock
option under the Company's 2000 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 Director
hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to the
Director a non-qualified stock option (the "Option") to purchase all or any
part of an aggregate of XX,XXX 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 May 1, 2001.
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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May 1, 2001 100% 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) If the Director ceases to be a director of the
Company for any reason, the Option granted to the Director
hereunder shall terminate two years after the date such Director
ceases to be a director of the Company, or on the date on which
the Option expires by its terms, whichever occurs first,
provided however that if termination as a Director was by the
Company for cause, the Option shall terminate immediately.
(b) Exercisability.
If the Director ceases to be a director of the Company,
the Option granted to the Director 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
Director ceases to be a director 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 Director 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 Director to exercise the
Option shall not be assignable or transferable by the Director 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. The
Option may be exercised during the lifetime of the Director 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, attachment,
trustee process or similar process, whether legal or equitable, upon the
Option. Notwithstanding the general prohibition on the transfer, sale, or
other disposition of options under the terms of the Plan and this Agreement,
the options granted under this Agreement may be transferred by gift to one
or more "family members" (as defined in the instructions to Form S-8), or
for value to any entity in which more than fifty percent (50%) of the voting
interests are owned by family members (or the director) in exchange for an
interest in that entity. The directors, family members, and any such
entities shall execute and deliver such documents, and shall adhere to any
procedures, as the Committee shall require in order to accommodate any
request by the director to transfer the options.
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 5 of
the Plan, as in effect on the date of this Agreement.
9. Rights as a Shareholder. The Director 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 Director. 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.
10. Withholding Taxes. Whenever Shares are to be issued upon
exercise of this Option, the Company shall have the right to require the
Director 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 Director has hereunto set his or her hand
and seal, all as of the day and year first above written.
HAEMONETICS CORPORATION
By:_____________________________
Title: President & CEO
DIRECTOR
Name:___________________________
Address:________________________
________________________
Social Security
No:_____________________________
