Exhibit 10.24


 


Talecris Biotherapeutics


79 TW Alexander Drive


Research Triangle Park, North Carolina 27709


 


February 8, 2005


 


Mary Joan Kuhn


4533  Arden Forest Road


Fuquay-Varina, North Carolina 27526


 


Dear Mary,


 


As you know, Talecris Biotherapeutics (“Talecris”) has agreed to
purchase Bayer’s Plasma Business. When the purchase is completed (the “Closing”)
we want you to be a part of the Talecris team. The purpose of this letter is to
confirm the basic terms of your employment with Talecris.


 


Your Position


 


We anticipate that the Closing will occur within the next month or two
months. If you are actively employed by Bayer at the time of Closing, you will
transfer to Talecris in the position of Senior Vice President, Operations, and
will to have the authority, responsibilities and duties of that position and
such other duties as are assigned to you from time to time.


 


Your Base Salary


 


Your base salary (“Base Salary”) will be $280,000 per year (plus the
amount of any performance increase to which you are entitled for 2005). Each
year, your performance and salary will be reviewed. Based on business outlook
and individual performance your salary may be adjusted.


 


Your Benefits


 


While employed by Talecris, you will be entitled to participate in all
benefit plans in which employees of Talecris are generally eligible to
participate within the terms of those plans. Some of the benefit plans that
will be provided include health plans, disability, and life insurance plans;
profit sharing, options and a 401(k) savings plan. For the purpose of
benefits eligibility, your prior service with Bayer will be honored.


 


Until the Closing, you will continue your current level of
participation in your medical, dental, vision and prescription drug plans;
short-term disability plan; flexible spending accounts; and life insurance.
Following the Closing, the plans will be replaced with new Talecris plans.
These new plans will be implemented as soon as practicable and you will receive
separate communication associated with those plans. The Pension Plan and
Retiree Medical Plan will remain obligations of Bayer and will not be replaced
by Talecris.


 


The current Talecris holiday and vacation schedule is the same as the
Bayer holiday and vacation schedule. You will be “grandfathered” at your current
level of vacation benefits.


 

















 


Your Bonus Compensation


 


Regardless of the date of the Closing, Bayer has informed us it will
continue to honor its obligations to pay any awards for which you were eligible
under the terms of the Bayer Long Term Incentive Compensation (LIC) plan and
Short Term Incentive (STI) plan. These awards, if any, will be paid by Bayer
and are expected to be paid according to Bayer payroll policies.


 


Following the Closing, and while you are employed by Talecris, you will
be entitled to participate in an annual bonus pool. Your target annual bonus
will be 45%. For 2005, the overall financial measure for funding the Bonus
program is based on a combination of EBITDA (Earnings Before Interest,
Depreciation and Amortization), FCF (Free Cash Flow) and other strategic performance
goals.


 


Bonus payments, if earned, will be made in two installments over two
years. Once the audited financial results are known and management has had the
opportunity to determine the award pool based on the corporate performance
targets, your individual bonus will be calculated. The first payment which will
equal 60% of your total award will be made on or before May 1 of the year
following the year in which the bonus performance was calculated. The second
payment of the remaining 40% will be made on or before May 1 of the
following year, along with any new bonus payment for that year. To be eligible
to receive the bonus payment, you must be actively employed on each award
payment date and have met individual performance expectations.


 


Options:


 


You will be eligible to participate in an equity incentive plan
established by Talecris in an amount and on terms to be determined by Talecris
and subject to approval by the Board of Directors. The number of options in your
grant will be communicated to you shortly. Options will vest based on time and
performance requirements:


 


Time-Based Vesting of Options


 


·                  Twenty-five
percent (25%) of your option grant will be based upon a five year time based
vesting schedule, with 5% of the initial options vesting on an annual basis
beginning with the individuals first year anniversary date.


 


Performance-Based Distribution of Options


 


·                  Seventy-five
percent (75%) of the Individual’s option grant will be based upon a five-year
performance based vesting schedule (“Performance Options”).


 


·                  Two thirds of
your Performance Options (50% of your total option grant) will vest based upon
annual performance targets (10% per year) (“Annual Performance Options”) and
one third (25% of your option grant) based upon a 5- year cumulative
performance target (“Cumulative Performance Options”). In order for Annual
Performance Options to vest, the Company’s performance must be at or above 100%
of the performance targets set by the Board for the year in question.


 


·                  Performance
targets will be tied to EBITDA and FCF goals set by the Board. In setting these
goals the Board will take into consideration the initial investment thesis and
the current budget.


 


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·                  The Board may,
in its sole discretion, make appropriate adjustments for changes in timing of
major capital projects and other quality of earnings adjustments or other
factors determined in good faith by the Board.


 


This is a summary, and does not describe all of the terms of your
options. Your options will be governed by the terms of the Talecris Stock
Option Plan, which will control if there is any conflict with this letter.


 


Withholding


 


All pay, bonuses, stock options, incentives, and other compensation
shall be subject to applicable withholdings for federal, state and local taxes
and shall be payable in accordance with Talecris regular payroll policies.


 


Employment At Will


 


Notwithstanding anything in this letter to the contrary, your employment
by Talecris will be at will and may be terminated by Talecris at any time,
subject to Talecris generally applicable employment policies.


 


Amendment or termination of plans or practices


 


Talecris continues to reserve the right to modify, amend or terminate
any of the employee benefit plans or practices described in these materials. In
all cases, the plan rules are the exclusive source for determining rights
and benefits under a benefit or compensation plan and those plans shall govern
if there is conflict with these materials.


 


In the event the Closing does not occur and the Purchase Agreement
terminates pursuant to its terms, the terms outlined above are null and void.


 


As a condition to your employment you must agree to the terms of the
enclosed Agreement. To indicate your acceptance of an offer of employment from
Talecris, please sign where indicated below and return a copy of this letter
along with a signed copy of the attached Executive Intellectual Property
Agreement by February 25, 2005 to Don Taylor, Director of Human Resources.


 


I look forward to working with you. Welcome to the Talecris team!


 


Sincerely,


 


	
  /s/ Lawrence Stern

  	
   

  
	
  Lawrence Stern

  
	
  Chairman and Interim CEO

  
	
  Talecris Biotherapeutics, Inc.

  



 


I accept the above described offer of employment with Talecris Biotherapeutics, Inc.


 


	
  /s/ Mary J. Kuhn

  	
   

  	
  Mary J. Kuhn

  
	
  Signature

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
  3/11/05

  	
   

  	
   

  
	
  Date 

  	
   

  	
   

  



 


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Appendix Re: Termination Provisions


 


	
  Termination/ Severance:

  Good Reason/ without Cause

  	
   

  	
  In the event of a termination of the Executive’s employment by the
  Company without Cause or by Executive for Good Reason (other than on account
  of a Change of Control), the Executive will be entitled to the following upon
  execution of a valid release of claims against the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·      A lump sum payment of all accrued and
  unpaid salary and vacation pay (“Accrued Benefits”); 

   

  ·      Continued payment (in accordance with
  the normal payroll practices of the Company) of the monthly amount of Base
  Salary in effect as of the date of termination for a period that is equal to
  at least 12 months; 

  ·      Continuation of benefits for the period
  during which the monthly installments are paid; and 

   

  ·      A lump sum payment of any accrued,
  unpaid bonus under the Company’s annual bonus plan, the amount of which will
  based upon the achievement of performance targets as of the date of
  termination of employment.

  
	
   

  	
   

  	
   

  
	
  Termination/Severance;

  Death/Disability /Cause or without Good Reason

  	
   

  	
  In the event of a termination of the Executive’s employment by the
  Company for Cause or as a result of death or Disability or by Executive
  without Good Reason, the Executive will be entitled to Accrued Benefits. 

   

  “Disability” means inability to perform duties for six
  (6) consecutive months and, within thirty (30) days after a notice of
  termination is given to Executive, Executive has not returned to work.

  
	
   

  	
   

  	
   

  
	
  Definitions of Cause and Good Reason:

  	
   

  	
  “Cause” means (i) conviction of, or plea of guilty or nolo
  contendere to, a misdemeanor involving moral turpitude or a felony; or
  (ii) a willful and intentional breach of the Employment Agreement by
  Executive which is materially economically harmful to the Company;
  (iii) willful misconduct by Executive that is materially economically
  injurious to the Company, (iv) Executive’s willful contravention of
  specific lawful directions from the Board or (v) intentional breach of
  Executive’s covenant not to compete or confidentiality. No act, or failure to
  act, shall be considered “willful” unless committed in bad faith and without
  a reasonable belief that the act or omission was in the best interests of the
  Company. 

  

  “Good Reason” means, without Executive’s consent, (i) the failure of
  Executive to be appointed to the position set forth; (ii) the assignment
  to Executive of duties materially inconsistent with Executive’s status as
  [title] or an adverse alteration in the nature of Executive’s duties and/or
  responsibilities, reporting obligations, titles or authority; (iii) a
  reduction by the Company in Executive’s Base Salary or annual short term
  bonus; or (iv) the relocation of Executive’s principal office location
  to a location that is more than 50 miles away. The Company shall have 30 days
  after receipt of notice from Executive in writing specifying the deficiency
  to cure the deficiency that would result in Good Reason.

  
	
   

  	
   

  	
   

  
	
  Non-Competition; Non-Solicitation and Confidentiality:

  	
   

  	
  For a period of one year following the Executive’s termination of
  employment, the Executive will not enter into any employment or service
  relationship with or have any economic interest in (subject to customary
  carve-outs for public holdings) any competitor in the business of
  manufacturing, marketing, distribution, sale and or research and development
  of all plasma-derived products. In addition for a period of one year
  following the Executive’s termination of employment for any reason, the
  Executive will not solicit any of the Company’s customers or employees or
  independent contractors of the Company during that period and the Executive
  shall not be permitted at any time to disclose any

  



 

















 


	
   

  	
   

  	
  confidential information of the Company or Cerberus, unless required
  by law or an order of a court or governmental agency with jurisdiction. In
  the event of the breach by the Executive of any of the foregoing covenants,
  the Company shall have the right to exercise customary remedial measures,
  including, but not limited to, ceasing the payment of any severance payments.

  
	
   

  	
   

  	
   

  
	
  Inventions

  	
   

  	
  The Executive agrees that all discoveries, inventions, improvement
  and innovations related to the Company’s business discovered, invented or
  originated by the Executive during his employment or within a 12-month period
  after termination of employment is the exclusive property of the Company.