**Exhibit 10.1**

 

 
| Kari Heerdt16612 Green Dolphin Lane  Cornelius, NC 28031 |   |   | **P.O. Box 110526********4101 Research Commons  79 TW Alexander Drive  Research Triangle Park  North Carolina 27709**            |
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|                                                     |   |   |                                                                                                                                  |
| February 24, 2010                                   |   |   | **Lawrence D. Stern********Chairman & Chief Executive Officer**Tel 919.316.6668Fax 919.316.6669  lawrence.stern@talecris.com |

 

DearKari:

 

Youremployment agreement, entered January 21, 2008, and amended and restatedon November 26, 2008, between you and Talecris Biotherapeutics HoldingsCorp. (“Agreement”) expires on April 1, 2010.

 

TheCompensation Committee of the Board of Directors has authorized me to give younotice of renewal pursuant to Section 2 of the Agreement to extend theAgreement through April 1, 2011 on the same terms as contained in theAgreement, except as follows:

 

(1)     The second sentence of Section 4.2 of the Agreement shallbe amended to read as follows:

 

“The Executive’s target bonus shall be 65% of basesalary (the “Target Bonus”), with the actual amount of each Bonus beingdetermined under the Bonus Plan in effect at that time as approved by theBoard.”

 

(2)     Section 4.8 shall be amended to read in its entirety asfollows:

 

“The Executive may commute from a primary residencelocated in Charlotte NC metro area or other location as approved by the CEO.The Executive will be permitted to travel back and forth weekly, and theCompany shall reimburse the cost. From time to time, the Executive shall beexpected to attend employee and/or community events over the weekend in thegreater Raleigh area. The Company will provide temporary housing or reasonablereimbursement for temporary housing. The expenses described in Section 4.8will be grossed up to cover Executive’s federal and state income tax liability.Reimbursement of relevant items, housing costs or reimbursement and gross-upsof federal and state income tax liability shall all be in accordance withrelevant items of the Company’s Commuter Policy during the Term. The Executiveis expected to pay for all local living expenses not covered by the Company’sCommuter Policy. The Executive shall apply for all reimbursements hereunder fora particular calendar year not later than forty-five (45) days after it ends,and payment shall occur not later than two and one-half months after the end ofthe calendar year to which the reimbursable expenses relate.

 

If you agree with the terms of this renewal, pleasesign both copies of this letter in the space provided below and return one copyto me.

 

 
| Very truly  yours,                   |   | AGREED:                |
|--------------------------------------|--------|------------------------|
|                                 |   |                   |
| /s/ Lawrence  Stern                  |   |                   |
| Lawrence Stern                       |   | /s/ Kari Heerdt        |
| Chairman and Chief Executive Officer |   | Kari Heerdt            |
|                                 |   |                   |
|                                 |   | 3/3/10                 |
|                                 |   | Date                   |
|                                 |   |                   |
|                                 |   | ***www.talecris.com*** |

 

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