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EMPLOYMENT AGREEMENT


                                            
 
 
 
 
Exhibit 10.2
This Employment Agreement (the “Agreement”), effective as of the Start Date (defined below) is by and between Xxxx Xxxxxx (the “Executive”) and Haemonetics Corporation (the “Company”) (together, the “Parties”).
Introduction
1.Term. The Company shall employ the Executive for a term commencing on March 1, 2016 (the “Start Date”) and continuing until December 31, 2016 or such earlier date as this Agreement is terminated pursuant to Section 5 below (the “Term”).
2.    Position and Duties. The Executive shall serve as the COO reporting to the Company’s Chief Executive Officer (“CEO”). The Executive shall have such duties and responsibilities commensurate with his position as the Board or the CEO may assign.
(b)    Bonus. Executive shall remain eligible to participate in the Company’s Fiscal 2016 Worldwide Bonus Plan, and shall be eligible to participate in the Company’s Fiscal 2017 Worldwide Bonus Plan (each such plan, a “Bonus Plan”), with a target bonus potential of 75% of Executive’s base salary as in effect immediately prior to the date of this Agreement

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($515,000) based on achievement of select metrics annually approved by the Board, such as financial metrics and individual performance ratings (the “Bonus”). The payment of any Bonus will be determined in accordance with the terms of the applicable Bonus Plan.
5.    Termination.
(c)    Severance. In addition, the Company shall provide Executive with such severance (if any) as he may be entitled to under the terms set forth in the January 13, 2016 Executive Severance Agreement between Executive and the Company (the “Executive Severance Agreement”) or the May 12, 2014 Change in Control Agreement between Executive

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and the Company (the “Change in Control Agreement”), as applicable upon execution of a General Release in a form substantially similar to Exhibit A. The Executive Severance Agreement and the Change in Control Agreement are hereby incorporated by reference.
In addition, for purposes of the Executive Severance Agreement, and notwithstanding any language therein to the contrary, the Company agrees that a “Qualifying Termination” shall include (in addition to the definition set forth in the Executive Severance Agreement) termination of Executive’s employment due to (i) Executive giving notice on, and effective as of, December 31, 2016, of his voluntary resignation from the Company, or (ii) the expiration of the term of this Agreement.
6.    Confidential Information. The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter:
(a)    The Executive will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required in connection with the performance of the Executive’s duties for the Company, and except to the extent required by law, subpoena or court order (but only after the Executive has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure). As used herein, “Confidential Information” means all trade secrets and all other information of a business, financial, marketing, technical or other nature relating to the business of the Company including, without limitation, any customer or vendor lists, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, formulae, designs and design projects, inventions, computer hardware, software programs, business plans and projects pertaining to the Company and including any information of others that the Company has agreed to keep confidential; provided, that Confidential Information shall not include any information that has entered or enters the public domain through no fault of the Executive.
(b)    The Executive shall make no use whatsoever, directly or indirectly, of any Confidential Information at any time, except as required in connection with the performance of the Executive’s duties for the Company.
(c)    Upon the Company’s request at any time and for any reason, the Executive shall immediately deliver to the Company all materials (including all soft and hard copies) in the Executive’s possession that contain or relate to Confidential Information and all other Company documents and property.

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(d)    All Developments made by the Executive, either alone or in conjunction with others, at any time or at any place during the Executive’s employment with the Company (both prior to and during the Term), whether or not reduced to writing or practice during such period of employment, shall be and hereby are the exclusive property of the Company without any further compensation to the Executive. In addition, without limiting the generality of the prior sentence, all Developments which are copyrightable work by the Executive are intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the Company. “Developments” means any and all inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein that (i) relate to the business in which the Company is engaged or in which the Company intends to engage during Executive’s employment with the Company, (ii) are or were created or improved in whole or in part by using any Company resources, data, facilities or equipment, or (iii) are or were created or improved within the scope of Executive’s employment.
(e)    The Executive shall promptly disclose the Developments to the Company. If any Development is not the property of the Company by operation of law, this Agreement or otherwise, the Executive will, and hereby does, assign to the Company all right, title and interest in such Development, without further consideration, and will assist the Company and its nominees in every way, at the Company’s expense, to secure, maintain and defend the Company’s rights in such Development. The Executive shall sign all instruments necessary for the filing and prosecution of any applications for, or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country which the Company desires to file and relates to any Development. The Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings or such other similar documents with the same legal force and effect as if executed by the Executive. Executive waives all claims to moral rights in the Developments.
7.    Restrictive Covenants. The Executive acknowledges that (i) the services to be performed by the Executive under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character and (ii) the provisions of this Section 7 are reasonable and necessary to protect the Company’s business, goodwill and Confidential Information. The Executive therefore agrees that during the Executive’s employment with the Company, whether

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or not under this Agreement, and for a period of one year after expiration or termination of Executive’s employment with the Company for any reason whatsoever:
(a)    the Executive will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder, partner, member, investor, lender or other owner or participant in any business entity, other than the Company, engage in or assist any other person or entity to engage in any business which competes with any business in which the Company is engaging or in which the Company plans to engage, during or at the time of termination of the Executive’s employment, anywhere in the United States or anywhere else in the world where the Company does business or plans to do business during the Executive’s employment;
(b)    the Executive will not, directly or indirectly, (i) solicit, divert or take away, or attempt to solicit, divert or take away, the business or relationship of the Company with any of its customers, clients, distributors, dealers, referral sources, business partners, suppliers, vendors, service providers, consultants, lenders, investors, landlords, licensors or attorneys or any other person or entity with whom the Company does business (collectively, “Business Partners”), or (ii) otherwise interfere with the Company’s business relationship with any of its Business Partners;
(c)    the Executive will not, directly or indirectly, solicit, recruit, hire or engage, or otherwise interfere with the business relationship of the Company with, any current or former employee of the Company, other than any person who ceased to be employed by the Company for a period of at least twelve (12) months; and
9.    Remedies. Without limiting the remedies available to the Company, the Executive acknowledges that a breach of any of the covenants contained in Sections 6 through 8 herein could result in irreparable injury to the Company for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the Executive from engaging in any activities prohibited by Sections 6 through 8 herein or such other equitable relief as may be required to enforce specifically any of the covenants of Sections 6 through 8 herein. In the event of such a breach, the Company shall be entitled to recover from the Executive all reasonable attorneys’ fees and costs incurred by it in

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13.    Notices. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person, by e-mail or fax, by United States mail, certified or registered with return receipt requested, or by a nationally recognized overnight courier service, or otherwise actually delivered: (a) if to the Executive, at the address (or to the facsimile number) shown on the records of the Company, and (b) if to the Company, to Xxxxxx X. Xxxxx, Chief Legal Officer, Haemonetics Corporation, 000 Xxxx Xxxx, Xxxxxxxxx, XX 00000, (xxxxxx.xxxxx@xxxxxxxxxxx.xxx); or (c) or at such other address as may have been furnished by such person in writing to the other parties. Any such notice, demand or communication shall be deemed given on the date given, if delivered in person, e-mailed or faxed, on the date received, if given by registered or certified mail, return receipt requested or given by overnight delivery service, or three days after the date mailed, if otherwise given by first class mail, postage prepaid.
14.    Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its choice of law provisions. Any proceeding arising out of or relating to this Agreement shall be brought in the courts of the Commonwealth of Massachusetts, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Massachusetts. This provision may be filed with any court as written evidence of the knowing, voluntary, and irrevocable agreement between the Parties to waive any objections to jurisdiction, venue or convenience of forum.

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20.    Notification of New Employer. In the event that the Executive is no longer an employee of the Company, and during the one year following the termination of his employment, the Executive will give notice to the Company of each new business activity Executive plans to undertake, at least (10) business days after beginning any such activity. The notice shall state the name and address of the person, corporation, association or other entity or organization (each, an “Entity”) for whom such activity is undertaken and the nature of Executive’s business relationship or position with the Entity. Executive further agree to provide the Company with other pertinent information concerning such business activity as the Company may reasonably request in order to determine Executive’s continued compliance with his obligations under this Agreement. However, in all cases, the Executive’s obligation to notify the Company shall be

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21.    Section 409A. The Parties intend for this Agreement to comply with and be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended and the United States Department of Treasury regulations and other guidance issued thereunder (collectively, “Section 409A”). Each payment in a series of payments provided to the Executive pursuant to this Agreement will be deemed a separate payment for purposes of Section 409A. If any amount payable under this Agreement upon a termination of employment is determined by the Company to constitute nonqualified deferred compensation for purposes of Section 409A (after taking into account the short-term deferral exception and the involuntary separation pay exception of the regulations promulgated under Section 409A which are hereby incorporated by reference), such amount shall not be paid unless and until the Executive’s termination of employment also constitutes a “separation from service” from the Company for purposes of Section 409A. In the event that the Executive is determined by the Company to be a “specified employee” for purposes of Section 409A at the time of his separation from service with the Company, any payments of nonqualified deferred compensation (after giving effect to any exemptions available under Section 409A) otherwise payable to the Executive during the first six (6) months following his separation from service shall be delayed and paid in a lump sum upon the earlier of (i) the Executive’s date of death, or (ii) the first day of the seventh month following the Executive’s separation from service, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent any expense, reimbursement or in-kind benefit provided to the Executive constitutes nonqualified deferred compensation for purposes of Section 409A, (x) the amount of any expense eligible for reimbursement or the provision of any in-kind benefit with respect to any calendar year shall not affect the amount of expense eligible for reimbursement or the amount of in-kind benefit provided to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be subject to liquidation for any other benefit.

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IN WITNESS WHEREOF, the Parties have executed this Agreement under seal as of the date last written below.
 
 
 
 
 
Date:
March 9, 2016
 
 
 
 
 
 
/s/ Xxxxxx Xxxxxxx
 
 
 
 
Xxxxxx Xxxxxxx
 
 
 
 
 Interim Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
EXECUTIVE
 
 
Date:
March 9, 2016
 
 
 
 
 
 
 
/s/ Xxxx Xxxxxx
 
 
 
 
 
Xxxx Xxxxxx
 
 
 
 
 
 
 
 
 
 
 
 
 

            






Exhibit A
Form of General Release

1.

a.    General Release of All Claims. Employee knowingly and voluntarily releases and forever discharges Haemonetics Corporation, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:

▪
Title VII of the Civil Rights Act of 1964;
▪
Sections 1981 through 1988 of Title 42 of the United States Code;
▪
The Employee Retirement Income Security Act of 1974 ("ERISA") (as modified below);
▪
The Immigration Reform and Control Act;
▪
The Americans with Disabilities Act of 1990;
▪
The Age Discrimination in Employment Act of 1967 (“ADEA”);
▪
The Worker Adjustment and Retraining Notification Act;
▪
The Fair Credit Reporting Act;
▪
The Family and Medical Leave Act;
▪
The Equal Pay Act;
▪
The Genetic Information Nondiscrimination Act of 2008;
▪
The Massachusetts Plant Closing Laws, M.G.L. c. 151A, § 71A, as amended;
▪
The Massachusetts Fair Employment Practices Act, M.G.L c. 151B, as amended;
▪
The Massachusetts State Wage and Hour Laws, M.G.L., c. 149-151, et seq.;
▪
The Massachusetts Occupational Safety and Health Laws;
▪
The Massachusetts Equal Rights Act, M.G.L. c. 93, § 102, as amended;
▪
The Massachusetts Equal Pay Act, X.X.X. x. 000, § 000X-X, as amended;
▪
The Massachusetts Maternity Leave Act, M.G.L. c. 149, § 105D, as amended;

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▪
The Massachusetts Payment of Wages Law, M.G.L. c. 149, § 148 et seq., as amended;
▪
The Massachusetts Equal Rights for the Elderly and Disabled Law, M.G.L. c. 93, § 103, as amended;
▪
The Massachusetts AIDS Testing Law, X.X.X. x. 000, § 00X, as amended;
▪
The Massachusetts Civil Rights Act, M.G.L. c. 12, 11H & I, as amended;
▪
The Massachusetts Privacy Law, M.G.L. c. 214, § 1B, as amended;
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The Massachusetts Sexual Harassment Statute, M.G.L. c. 214, § 1C, as amended;
▪
The Massachusetts Consumer Protection Act, M.G.L. c. 93A, as amended;
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The Massachusetts Small Necessities Leave Act, M.G.L. c. 149, § 52D, as amended;
▪
any other federal, state or local law, rule, regulation, or ordinance;
▪
any public policy, contract, tort, or common law; or
▪

b.    Claims Not Released. Employee is not waiving any rights he/she may have to: (a) his/her own vested accrued employee benefits under the Haemonetics Corporation health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; r (e) challenge the validity of this Agreement and/or (f) any rights under applicable D&O insurance.


d)    Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Haemonetics Corporation or any other Releasee identified in this Agreement is a party.

5.    Acknowledgments and Affirmations. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Haemonetics Corporation. Employee also affirms that Employee has reported all hours worked as of the date Employee signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Employee signs this

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Agreement. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
Employee further affirms that Employee has no known workplace injuries or occupational diseases that have not been reported to Haemonetics Corporation in writing or adjudicated. Employee also affirms that Employee has not divulged any proprietary or confidential information of Haemonetics Corporation and will continue to maintain the confidentiality of such information consistent with the Company’s policies and Employee’s agreement(s) with Haemonetics Corporation and/or common law.


6.    Waiver of ADEA Claims. Employee agrees that by signing this Agreement, Employee waives any claims he/she may have under the Age Discrimination in Employment Act of 1967 (the “ADEA”). Employee agrees this waiver is knowing and voluntary. Employee and the Company agree this waiver does not apply to ADEA claims or rights that might arise after Employee signs this Agreement. Employee also agrees Employee has no right to the Severance Pay unless Employee signs this Agreement. Employee also agrees that this Agreement advises Employee in writing that:

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Employee should consult with an attorney before signing this Agreement;
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Employee has up to 21 calendar days to consider whether to sign this Agreement, starting from the date Employee receives this Agreement;
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Employee has 7 days after signing this Agreement to revoke it;
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If Employee revokes this Agreement Employee will not receive the Severance Pay; and
▪
This Agreement does not prevent Employee from later challenging the validity of the Agreement or from filing a charge with any government agency.



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Filed: March 10th, 2016

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