Exhibit 10.2


 





	
   

  	
   

  
	
   

  	
  Ms. Kari Heerdt

  
	
   

  	
  Senior Vice President

  
	
   

  	
  Human Resources

  
	
   

  	
  79 TW Alexander Drive

  
	
   

  	
  4101 Research Commons

  
	
   

  	
  Research Triangle Park

  
	
   

  	
  North Carolina 27709

  
	
   

  	
  Telephone: 919-316-6543

  
	
   

  	
  Facsimile: 919-316-6523

  



 


May 26, 2010


 


John Perkins


[      ]


[      ]


 


Dear John,


 


The purpose of this
letter is to change the terms of your severance as stated in your Employment
Letter with the Company dated March 2, 2006 and Separation Agreement dated
December 19, 2008. With your consent, the Company is modifying the terms
of severance to ensure that you, referred to as the ‘Executive,” have
additional severance protection going forward, in compliance with Internal
Revenue Code Section 409A. Accordingly, with your agreement, the following
shall be your amended severance terms with the Company:


 


1.             Severance Benefits. If at any time: (i) Talecris terminates your
employment without Cause (as defined below), or (ii) you resign from your
position with Good Reason (as defined below), you will be entitled to, subject
to the terms of this letter agreement, an amount in cash (the “Severance
Payment”) equal to twelve months current Base Salary plus one year’s bonus at
target. In addition, for two years following the date of this agreement, you
will be eligible for an additional cash payment as part of your severance
payment equal to six months base salary if you become eligible for a severance
payment following a “Change in Control” as defined in the Talecris
Biotherapeutics, Inc. 2009 Long Term Incentive Plan. The Severance
Payment, including any additional severance payment, shall be paid to you in a
lump sum within sixty (60) days of Separation from Service.


 


2.             Definitions. The following words and phrases have the following
meanings when used in this letter agreement:


 


a.             Cause. For the purposes of this Agreement, “Cause” means
with respect to conduct during the Executive’s employment with the Company,
whether or not committed during the Term, (i) commission of a felony by
Executive; (ii) acts of dishonesty by Executive resulting or intending to
result in personal gain or enrichment at the expense of the Company or its
subsidiaries; (iii) Executive’s material breach of his obligations under
this Agreement; (iv) conduct by Executive in connection with his duties
hereunder that is fraudulent, unlawful or grossly negligent, including, but not
limited to, acts of discrimination; (v) engaging in personal conduct by
Executive (including but not limited to employee harassment or discrimination,
the use or possession at work of any illegal controlled substance) which
discredits or damages the Company or its subsidiaries; (vi) contravention
of specific lawful direction from the Chief Executive Officer that would not
otherwise conflict with Executive’s responsibilities or duties or the material
failure to perform the duties or (vii) breach of the terms of Talecris’
Intellectual Property Agreement;


 


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provided, that, the
Executive shall have fifteen (15) days after notice from the Company to cure
the deficiency leading to the Cause determination (except with respect to
(i) and (ii) above), if curable. A termination for “Cause” shall be
effective immediately (or on such other date set forth by the Company).


 


b.             Code. “Code” means the Internal Revenue Code of 1986, as
amended.


 


c.             Good Reason. “Good Reason” shall mean, without the Executive’s
consent, (i) a material diminution in the Executive’s “base compensation”
within the meaning of Code Section 409A and relevant authorities thereunder;
(ii) relocation of the Executive’s office more than 50 miles from its
location in Research Triangle Park, North Carolina; (iii) following a
Change in Control, the failure by the Company to continue in effect any
incentive compensation plan in which the Executive participates unless an
equitable alternative compensation arrangement has been provided; or
(iv) a material reduction in the nature of the Executive’s
responsibilities or duties. For clarity, the standard for determining a
material reduction in the nature of the Executive’s responsibilities or duties
shall include, in the event of a Change in Control or combination with another
business, the additional scope of the role provided by the combined entities.
To clarify further, Good Reason does not include an immaterial change in
organizational structure, reporting relationships, duties, roles nor any reason
other than items (i) and (iv) above. The Executive shall provide
notice to the Company of the existence of (i) through (iv) of this
Section within a period not to exceed ninety (90) days of the initial
existence of the condition, upon the notice of which the Company shall have a
period of at least thirty (30) days within which to cure any deficiency that
would result in Good Reason.


 


c.             Separation of Service. For purposes of this Agreement, “Separation from
Service” shall mean the termination of services provided by Executive, whether
voluntary or involuntary, as determined by the Company in accordance with
Treas. Reg. §1.409A-1(h). In determining whether the Executive has experienced
a Separation from Service, the following provisions shall apply:


 


i.                A Separation from Service shall occur when the
Executive experiences a termination of employment with the Company and any
affiliate in which the Company has more than a 50% ownership interest (together
with the Company, the “Employer”), which shall be considered to have occurred
when the facts and circumstances indicate that either (i) the Executive is
not reasonably expected to perform further services for the Employer after a
certain date, or (ii) that the level of bona fide services the Executive
will perform for the Employer after such date (whether as an employee or as an
independent contractor) will permanently decrease to no more than 20% of the
average level of bona fide services performed by such Executive (whether as an
employee or an independent contractor) over the immediately preceding 36-month
period (or full period of services to the Employer if the Executive has been
providing services to the Employer for less than 36 months).


 


ii.               If the Executive is on military leave, sick leave, or
other bona fide leave of absence, the employment relationship between the
Executive and the Employer shall be treated as continuing intact, provided that
the period of such leave does not exceed six months, or longer, so long as the
Executive retains a right to reemployment with the Employer under an applicable
statute or by contract. If the period of leave exceeds six months and the
Executive does not retain a right to


 


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reemployment under an
applicable statute or by contract, the Executive will incur a Separation from
Service as of the first day immediately following the end of such six-month
period. However, where the Executive’s leave of absence is due to his or her
Disability, a 29-month period of absence will be substituted for such six-month
period. In applying the provisions of this paragraph, a leave of absence shall
be considered a bona fide leave of absence only if there is a reasonable
expectation that the Executive will return to perform services for the
Employer.


 


3.             Payment of Benefits. The Severance Payment described in the preceding
section of this letter agreement shall be contingent on Executive’s execution
of a valid Release in a form reasonably acceptable to the Company that becomes
irrevocable within sixty (60) days after Executive’s Separation from Service.


 


4.             Tax Withholding. The Company or other payor is authorized to withhold
from any benefit provided or payment due hereunder, the amount of withholding
taxes due any federal, state or local authority in respect of such benefit or
payment and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such withholding taxes.


 


5.             Compliance with Code Section 409A. This Agreement is intended to comply
with (or be exempt from) Code Section 409A, and the Company shall have
complete discretion to interpret and construe this Agreement and any associated
documents in any manner that establishes an exemption from (or otherwise
conforms them to) the requirements of Code Section 409A. If, for any
reason including imprecision in drafting, the Agreement does not accurately
reflect its intended establishment of an exemption from (or compliance with)
Code Section 409A, as demonstrated by consistent interpretations or other
evidence of intent, the provision shall be considered ambiguous and shall be
interpreted by the Company in a fashion consistent herewith, as determined in
the sole and absolute discretion of the Company. The Company reserves the right
to unilaterally amend this Agreement without the consent of the Executive in
order to accurately reflect its correct interpretation and operation, as well
as to maintain an exemption from or compliance with Code Section 409A.
Nevertheless, and notwithstanding any other provision of this Agreement,
neither the Company nor any of its employees, directors, or their agents shall
have any obligation to mitigate, nor to hold the Executive harmless from, any
or all taxes (including any imposed under Code Section 409A) arising under
this Agreement.


 


6.             Effect on Other Agreements. This agreement replaces and supersedes
all other and prior severance agreements between Executive and the Company,
whether written or oral or express or implied, that relate to severance
benefits. No representations, promises, assurances or agreements have been made
regarding the subject matter of this agreement, except such as has been stated
herein.


 


7.             Termination. This Agreement shall terminate upon Executive’s
death or employee’s disability (defined as your inability by reason of physical
or mental impairment to perform your job duties for a period exceeding 12
consecutive weeks). If this agreement is terminated by reason of Executive’s
death or disability, Executive or Executive’s dependents or estate will be
entitled to the payments and benefits afforded under the Company’s employee
benefit plans, and the Company will have no further obligations under this
agreement.


 


If you accept these
changes, please sign where indicated below and return a copy of this letter to
me so that we may place it in your personnel file. If you have any questions,
please feel free to contact me.


 


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Sincerely,


 


	
  /s/ Kari Heerdt

  	
   

  
	
  Kari Heerdt

  	
   

  
	
  Senior Vice President

  	
   

  
	
  Human Resources

  	
   

  



 


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I accept the changes to
my Employment Letter and Separation Agreement as stated above.


 


 


	
  /s/ John Perkins

  	
   

  
	
  John
  Perkins

  	
   

  
	
   

  	
   

  
	
  5/27/10

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Cc:

  	
  Lawrence Stern

  	
   

  
	
   

  	
  File

  	
   

  



 


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