Exhibit 10.26


 


	
  

  	
  

  



 


79 TW Alexander
Drive


Research Triangle Park, North Carolina 27709


 


March 2, 2006


 


John Perkins


20524 Southshore Drive


Cornelius, NC 
28031


 


Dear John,


 


We are pleased to confirm our offer of employment with
Talecris Biotherapeutics (“Talecris”). 
At Talecris we believe that employees are the key to the success of our
business.  The purpose of this letter is
to outline the basic terms and conditions of your employment.


 


Your Position


 


We would like for you to join us in the
position of VP Marketing & Product Management in Research Triangle
Park, North Carolina, reporting to the CEO, Dr. Alberto Martinez. This
leadership position is directly responsible for product strategies, marketing
plans and the profit and loss for our U.S. business. As a key member of the
leadership team, your responsibilities will include close support of
cross-functional activities such as finance, supply chain management, HR
development and R&D.


 


Your Base Salary


 


Your base salary will be $
240,000 annually paid in bi-weekly
increments. 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 medical, dental, disability, and life insurance; profit sharing,
a 401(k) savings plan and a supplemental savings plan.  Descriptions of those plans will be sent
under separate cover.


 


Your Bonus Compensation


 


You will be entitled to participate in an
annual bonus pool.  Your target annual
bonus will be 35%. For 2006, 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. 
Outstanding performers can earn 200% of target. 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.


 


Supplemental Performance Bonus


 


In recognition of the leverage that you can
have on the performance of Talecris, we’ve setup a Supplemental Performance
Bonus equivalent to 65% of your base. Measurable goals will be determined in
conjunction with the CEO, again focused on profitability, cash flow and
strategic measures such as support of an IPO. Performance


 

















 


measurement will be determined by the CEO,
CFO and Executive Chairman.


 


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 equal to .1%.  In recognition
of your support in 2005 as a Key Person as defined in the Plan, 20% of these
options will vest on April 1st. Details of your Option Grant
will be sent in a separate document.


 


Termination Provisions


 


In the event that the company terminates your employment without cause,
you will be entitled to 12 months of base pay plus the bonus (excluding the
Special Performance Bonus) at target, unless such termination is to facilitate
your consultancy with Cerberus or any affiliates thereof.


 


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.


 


Relocation


 


You may commute on a weekly basis from your home in Charlotte. At the
companies discretion, after April 1, 2007, you may be required to relocate
to RTP. You are eligible for the Talecris Level Two Domestic Relocation
Program.


 


Relocation Repayment Agreement


 


 In the event that within 24
months from your date of hire (or transfer),


 


·                  You terminate
your employment with Talecris for any reason other than a transfer with the
approval of the Company to an affiliated company, or


 


·                  You are
involuntarily terminated by the company, for reasons other than job
elimination, reduction in force, restructuring or change of control,


 


you authorize Talecris to
deduct the total amount of relocation expenses paid by Talecris on your behalf
(multiplied by the modifier stated in the relocation repayment schedule) as a
deduction from your final paycheck. If relocation expenses exceed the amount of
the final paycheck, then you agree to reimburse Talecris for any remaining
relocation expenses paid to you by Talecris within 30 days of your separation
date.


 


In addition, if any of the above stated events occur, you agree to
waive all rights to receive any additional benefits under the Talecris
Relocation Program.


 


Relocation Repayment Schedule


 


	
  Length
  of Service

  	
   

  	
  % of
  Relocation Expenses Owed Back to Talecris

  	
   

  
	
   0 –
  12 Months

  	
   

  	
  100

  	
  %

  
	
  12 – 24 Months

  	
   

  	
  50

  	
  %

  



 


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.


 


Confidential Information from Previous Employment


 


We are confident in our decision that you bring the necessary skills
and work ethic to drive change within the organization and make a
difference.  Talecris is extending this
offer of employment based on your skills and abilities.  By signing this offer of employment and
returning it, you are certifying:


 


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· you have not and
will not disclose or use during your employment with Talecris Biotherapeutics
any confidential information that you may have acquired as a result of any
previous employment or under a contractual obligation of confidentiality prior
to your employment with Talecris.


 


Contingencies


 


Please be aware that this letter confirms that the employment offer is
based on no representations other than those set forth in this letter.  The offer is contingent upon the successful
completion of:


 


·                  employer’s reference checks;


·                  verification of educational degree(s);


·                  a medical evaluation, which includes a drug
screen.  You will be contacted to
schedule your pre-placement physical exam.


 


Further, this offer is contingent upon:


 


·                  your completion of the enclosed Intellectual Property
Agreement;


·                  your ability to provide the necessary documentation
to demonstrate identity and work authorization under the Immigration Reform and
Control Act of 1986.  Please refer to the
enclosed Notice to Applicants for Employment for further details.


 


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.


 


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 Intellectual Property Agreement to M. Kathleen
Fleming in Human Resources.


 


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


 


Sincerely,


 


	
  /s/ Lawrence Stern

  	
   

  
	
   

  
	
  Lawrence Stern

  
	
  Executive Chairman

  
	
  Talecris Biotherapeutics.

  



 


 


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


 


 


	
    /s/ John Perkins

  	
   

  	
  John Perkins

  
	
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