Exhibit
10.2


 





 


	
   

  	
  Lawrence
  D. Stern

  
	
   

  	
  Chairman
  and CEO

  
	
   

  	
  Talecris
  Biotherapeutics, Inc.

  
	
   

  	
  79
  TW Alexander Drive

  
	
   

  	
  4101
  Research Commons

  
	
   

  	
  Research
  Triangle Park, NC 27709

  



 


June 3, 2010


 


John
F. Gaither, Jr.


[                    ]


[                    ]


 


Dear John:


 


Your employment agreement (“Agreement”)
dated as of September 05, 2006 and amended and restated as of September 5,
2008 and again as of November 6, 2008, between you and
Talecris Biotherapeutics Holdings Corp. (the “Company”) expires as of September 4,
2010.


 


The Compensation Committee
of the Board of Directors has authorized me to give you notice of renewal
pursuant to Section 2 of the Agreement to extend the Agreement through September 4,
2011,on the same terms as contained in the Agreement, except as follows:


 


(1)          The first sentence of Section 4.1
of the Agreement shall be amended to read:


 


“
The Company will pay to the Executive an annual base salary of four hundred
thousand dollars ($400,000) as of the September 5, 2010 Renewal Date,
payable in accordance with the customary payroll practices of the Company (“Base
Salary”). ”


 


(2)          The second sentence of Section 4.2
of the Agreement shall be amended to read:


 


“The
Executive’s target bonus as of the September 5, 2010 Renewal Date shall be
75% of base salary (the “Target Bonus”), with the actual amount of each Bonus
being determined under the Bonus Plan in effect at that time as approved by the
Board.”


 


(3)          Section 5.3.4 shall be
amended to read:


 


“5.3.4
in the event of termination following a Change in Control, Executive shall be
entitled to: (a) protection on the actual losses he reasonably incurs on
the sale of his primary residence located in the Raleigh area in an amount up
to $200,000 (the calculation of such loss to include the difference between the
Executive’s cost of purchase including any renovation expenses which are
completed within 18 months of relocation and which are included in the taxable
basis of the property and the sale proceeds net of selling expenses and
mortgage interest following the termination event) and (b) a relocation
allowance of $50,000 provided he is relocating his primary residence at least
100 miles from the then


 

















 


current
residence in Raleigh and the relocation occurs within six months of the
termination event.


 


(4)          Section 5.4 shall be
amended to read:


 


“Termination
Due to Completion of Term Without Renewal 
If the contract lapses due to non-renewal by the Company, the Executive
or the Executive’s legal representatives (as appropriate) shall be entitled to
receive the benefits set forth in Section 5.3, but specifically excluding
the benefits set forth in Section 5.3.2.


 


If
you agree with the terms of this renewal, please sign both copies of this
letter in the space provided below and return one copy to me.


 


	
  Very
  truly yours,

  	
   

  	
  AGREED:

  
	
   

  	
   

  	
   

  
	
  /s/
  Lawrence Stern 

  	
   

  	
   

  
	
  Lawrence
  Stern 

  	
   

  	
  /s/
  John F. Gaither, Jr.

  
	
  Chairman
  and Chief Executive Officer

  	
   

  	
  John F. Gaither, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6/4/2010

  
	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  



 


cc:           Kari Heerdt,
SVP Human Resources


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