EXHIBIT 10AI
HAEMONETICS CORPORATION
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1998 STOCK OPTION PLAN FOR
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NON-EMPLOYEE DIRECTORS
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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
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NON-QUALIFIED STOCK OPTION AGREEMENT
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UNDER 1998 STOCK OPTION PLAN
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FOR NON-EMPLOYEE DIRECTORS
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AGREEMENT entered into this date spelled out by and between
Haemonetics Corporation, a Massachusetts corporation with a principal place
of business in Braintree, Massachusetts (the "Co.mpany"), 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 1998 Stock Option Plan for Non-Employee Directors
(the "Plan") to acquire shares of the Company's common stock, $ .01 par
value per share (the "Shares").
2. Section 5 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 # of shares of Options Shares on the terms and
conditions hereinafter set forth and subject to the terms and conditions of
the Plan. This option shall not be treated as an incentive stock option
under Section 422(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Director agrees to continue to serve as a director of the
Company during the term for which such Director was elected.
2. Purchase Price. The purchase price ("Purchase Price") for the
Shares covered by the Option shall be $share price per Share.
3. Time of Exercise of Option.
(a) The Option shall only be exercisable as follows:
Percentage Cumulative
of Shares Percentages
Becoming of Shares
On or After Exercisable Exercisable
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Date 25% 25%
Date 25% 50%
Date 25% 75%
Date 25% 100%
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 person, or any
two or more persons acting as a group, and all affiliates of such person or
persons, who prior to such time owned less than thirty-five percent (35%) of
the then outstanding Common Stock of the Company, shall acquire such
additional shares of the Company's 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) The Option shall expire 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 Director ceases to be a director of the Company, the Option
granted to the director hereunder shall terminate three (3)
months 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, unless termination as a Director
was by the Company for cause, in which case the Option shall
terminate immediately.
(3) In the event of the death of the Director, the Option
granted to such Director shall terminate one (1) year from the
date of death, or on the date on which the Option expires by its
terms, whichever occurs first.
(4) In the event the Director ceases to be a Director of
the Company on account of disability (within the meaning of
Section 22(e) (3) of the Code), the Option shall terminate one
year from the date of termination of such directorship or on the
date on which the Option expires by its terms, whichever occurs
first.
(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, substantially in the
form of Attachment A herein, stating the number of Shares exercised
and accompanied by payment in full for such Shares. Payment may be
either wholly in cash or in whole or in part in Shares of the common
stock of the Company already owned for a period of at least six months
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 an 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 the form
attached hereto as Exhibit 1 and the Company shall place an
"investment legend", so-called, as described in Exhibit 1, 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 10
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: Chairman, Board of Directors
DIRECTOR
___________________________
Address: ______________________
______________________
Social Security
No.: __________________________
EXHIBIT 1
TO STOCK OPTION AGREEMENT
_________________________
Gentlemen:
In connection with the exercise by me as to ( ) shares of common
stock, par value $ .01 per share, of Haemonetics Corporation (the "Company")
under the non-qualified stock option dated ___________________________,
granted to me under the 1998 Non-Employee Directors Stock Option Plan, I
hereby acknowledge that I have been informed as follows:
1. The shares of common stock of the Company to be issued to me
pursuant to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the "Act"), and accordingly, must be
held indefinitely unless such shares are subsequently registered under the
Act, or an exemption from such registration is available.
2. Routine sales of securities made in reliance upon Rule 144 under
the Act can be made only after the holding period and in limited amounts in
accordance with the terms and conditions provided by that Rule, and in any
sale to which that Rule is not applicable, registration or compliance with
some other exemption under the Act will be required.
3. The Company is under no obligation to me to register the shares or
to comply with any such exemptions under the Act.
4. The availability of Rule 144 is dependent upon adequate current
public information with respect to the Company being available and, at the
time that I may desire to make a sale pursuant to the Rule, the Company may
neither wish nor be able to comply with such requirement.
In consideration of the issuance of certificates for the shares to me,
I hereby represent and warrant that I am acquiring such shares for my own
account for investment, and that I will not sell, pledge or transfer such
shares in the absence of an effective registration statement covering the
same, except as permitted by the provisions of Rule 144, if applicable, or
some other applicable exemption under the Act. In view of this
representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates
issued hereafter representing such shares (until in the opinion of counsel,
which opinion must be reasonable satisfactory in form and substance to
counsel for the Company, it is no longer necessary or required) a legend as
follows:
"The shares of common stock represented by this certificate have not
been registered under the Federal Securities Act of 1933, as amended,
and were acquired by the registered holder, pursuant to a
representation and warranty that such holder was acquiring such shares
for his own account and for investment, with no intention to transfer
or dispose of the same, in violation of the registration requirements
of that Act. These shares may not be sold, pledged, or transferred in
the absence of an effective registration statement under the
Securities Act of 1933, as amended, or an opinion of counsel, which
opinion is reasonably satisfactory to counsel to the Company, to the
effect that registration is not required under said Act."
I further agree that the Company may place a stop order with its
Transfer Agent, prohibiting the transfer of such shares, so long as the
legend remains on the certificates representing the shares.
Very truly yours,
