exv10wy






Exhibit 10Y









AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT




          This Amended and Restated Officer Change in Control Agreement (this “Agreement”), made
effective on April 2, 2009 (the “Effective Date”), between Haemonetics Corporation, a Massachusetts
corporation with its principal offices at 400 Wood Road, Braintree, Massachusetts, 02184, (herein
referred to as the “Company”) and Brian Concannon (the “Officer”). The Company and the Officer are
collectively referred to herein as the “Parties” and individually referred to as a “Party.”




WITNESSETH THAT




          WHEREAS, the Officer is employed by the Company as a senior executive of the Company or one,
or more than one, of the Company’s subsidiaries; and




          WHEREAS, under the Agreement for Change-of-Control Benefit dated January 19, 2006 between the
Company and the Officer (the “Prior Agreement”), the Board of Directors of the Company (the
“Board”) decided that the Company should provide certain compensation and benefits to the Officer
in the event that the Officer’s employment is terminated on or after a change in the ownership or
control of the Company under certain circumstances;




          WHEREAS, the Company’s Compensation Committee has reviewed the Prior Agreement in light of
prevaling market practices and corporate governance standards; and




          WHEREAS, the Parties desire to replace the Prior Agreement with this Agreement as set forth
below.




          NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein,
the Parties agree as follows:





	1.	 	Purpose. The Company considers a sound and vital management team to be essential.
Management personnel who become concerned about the possibility that the Company may undergo a
Change in Control (as defined in Paragraph 2 below) may terminate employment or become
distracted. Accordingly, the Board has determined to extend this Agreement to minimize the
distraction the Officer may suffer from the possibility of a Change in Control.




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	2.	 	Change in Control. The term “Change in Control” for purposes of this Agreement shall
mean the earliest to occur of the following events during the Term (as defined in Paragraph
3(d) below):






	 	(a)	 	a person, or any two or more persons acting as a group, and all affiliates of
such person or persons, who prior to such time owned less than thirty-five percent
(35%) of the then outstanding shares of the Company’s $0.01 par value common stock
(“Common Stock”), shall acquire such additional shares of the Company’s Common Stock in
one or more transactions, or series of transactions, such that following such
transaction or transactions such person or group and affiliates beneficially own
thirty-five percent (35%) or more of the Company’s Common Stock outstanding,
	 
	 	(b)	 	closing of the sale of all or substantially all of the assets of the Company on
a consolidated basis to an unrelated person or entity, and
	 
	 	(c)	 	there is a consummation of any merger, reorganization, consolidation or share
exchange unless the persons who were the beneficial owners of the outstanding shares of
the common stock of Company immediately before the consummation of such transaction
beneficially own more than 50% of the outstanding shares of the common stock of the
successor or survivor entity in such transaction immediately following the consummation
of such transaction. For purposes of this Paragraph 2(c), the percentage of the
beneficially owned shares of the successor or survivor entity described above shall be
determined exclusively by reference to the shares of the successor or survivor entity
which result from the beneficial ownership of shares of common stock of the Company by
the persons described above immediately before the consummation of such transaction.






	3.	 	Term. The initial term of this Agreement shall extend until April 2, 2014 (the “Initial
Term”); provided, however, that this Agreement shall automatically renew for successive additional
five year periods (“Renewal Terms”) unless notice of nonrenewal is given by either Party to the
other Party at least one year prior to the end of the Initial Term or, if applicable, the then
current Renewal Term; and provided, further, that if a “Change of Control” occurs during the Term,
the Term shall automatically extend until the second anniversary of the Change in Control (the
“Protection Period”). The Term of this Agreement shall be the Initial Term plus all Renewal Terms
and, if applicable, the duration of the Protection Period. At the end of the Term, this Agreement
shall terminate without further action by either the Company or the Executive. If no Change in
Control occurs prior to expiration of the Term or if the Officer Separates from Service (as defined
in Paragraph 4(a) below) before a Change in Control, this Agreement shall automatically terminate
without any further action; provided, however, that Paragraph 13 (regarding arbitration) shall
continue to apply to the extent the Officer disputes the termination of this Agreement. The
obligations of the Company and the Officer under this Agreement which by their nature may require
either partial or total performance after its expiration shall survive any such expiration.




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	4.	 	Severance Benefits. If, during the Protection Period (as defined in Paragraph
3(a)(ii) above), the Officer “Separates from Service” (as defined in Paragraph 5(a) below) due
to termination of employment by the Company and its subsidiaries without “Cause” (as
defined in Paragraph 5(b)) or by the Officer due to “Constructive Termination” (as defined
in Paragraph 5(c)) (each, a “Qualifying Termination”), the Officer shall be entitled to the
severance benefits set forth in this Paragraph 4. The Officer shall not be entitled to
severance benefits upon any other Separation from Service, including a termination of
employment by the Company for “Cause” or due to the Officer’s death or Disability (as
defined in Paragraph 5(d)). The payments and benefits provided for under this Paragraph 4
shall be in lieu of any other severance benefits otherwise payable by the Company to the
Officer and shall be subject to reduction due to application of the Section 280G Cap as
provided under Paragraph 6 below. Payment of the severance benefits as may be reduced by
the 280G Cap, if applicable, shall commence 30 days after a Qualifying Termination, provided
that the Officer has timely executed a release that is not revoked as provided under
Paragraph 7 below. No severance benefit shall be paid if the Executive has not timely
executed a release under Paragraph 7.






	 	(a)	 	Salary and Bonus Amount. The Company will pay to the Officer thirty
days after a Qualifying Termination a lump sum cash amount equal to the product
obtained by multiplying:






	 	(i)	 	the sum of (A) salary at the annualized rate which was being
paid by the Company and/or subsidiaries to the Officer immediately prior to the
time of such termination or, if greater, at the time of the Change in Control
plus (B) the annual target bonus and/or any other annual cash incentive award
opportunity applicable to the Officer at the time of the Qualifying Termination
or, if greater, at the time of the Change in Control, by
	 
	 	(ii)	 	2.99






	 	(b)	 	Payment for Welfare Benefits. The Officer shall be entitled to receive
a lump sum cash amount intended to cover the approximate cost of the Company’s portion
of the premiums necessary to continue the coverage under the Officer’s medical, dental,
life insurance and disability insurance coverages (collectively, the “Welfare
Benefits”) as in effect upon Separation from Service for a period of three years
following a Qualifying Termination. For avoidance of doubt, medical coverage for this
purpose shall include medical coverage provided to members of the Executive’s immediate
family under a Company sponsored plan, policy or program at the time of the Executive’s
employment termination, and premiums with respect to medical and dental coverage shall
be determined using the rate charged for COBRA coverage. The Officer shall be entitled
to elect continued Welfare Benefit is as provided under any employee benefit plan,
policy or program sponsored by the Company as in effect on the Officer’s Separation
from Service, including but not limited to COBRA.




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	 	(c)	 	Outplacement Services. In the event of a Qualifying Termination, the
Company shall provide to the Officer executive outplacement services provided on a
one-to-one basis by a senior counselor of a firm nationally recognized as a reputable
national provider of such services for up to twelve months following Separation from
Service, plus evaluation testing, at a location mutually agreeable to the Parties.
	 
	 	(d)	 	Equity Awards. The vesting of the Officer’s Equity Awards shall be
governed by this Section 4(d). The term “Equity Award” shall mean stock options, stock
appreciation rights, restricted stock, restricted stock units, performance shares or
any other form of award that is measured with reference to the Company’s Common Stock.






	 	(i)	 	The vesting of the Officer’s Equity Awards granted on or after
the Effective Date that vest solely on the basis of continued employment with
the Company or any of its subsidiaries shall be accelerated solely by reason of
a Change in Control only if the surviving corporation or acquiring corporation
following a Change in Control refuses to assume or continue the Officer’s
Equity Awards or to substitute similar Equity Awards for those outstanding
immediately prior to the Change in Control. If such Officer’s Equity Awards
are so continued, assumed or substituted and at any time after the Change in
Control the Officer incurs a Qualifying Termination, then the vesting and
exercisability of all such unvested Equity Awards held by the Officer that are
then outstanding shall be accelerated in full and any reacquisition rights held
by the Company with respect to any such Equity Award shall lapse in full, in
each case, upon such termination.
	 
	 	(ii)	 	The vesting of the Officer’s Equity Awards that vest, in whole
or in part, based upon achieving Performance Criteria shall be accelerated on a
pro rata basis by reason of a Change in Control. The pro rata vesting amount
shall equal the designated target award multiplied by a fraction, the numerator
of which is the number of days the Officer was employed during the award’s
performance period as of the date of the Change in Control, and (b) the
denominator is the number of days in the performance period. For purposes of
this Paragraph 4(d), “Performance Criteria” means any business criteria that
apply to the Officer, a business unit, division, subsidiary, affiliate, the
Company or any combination of the foregoing.
	 
	 	(iii)	 	Enforcement of the terms of this Paragraph 4(d) shall survive
termination of this Agreement.






Equity Awards granted before the Effective Date shall not be subject to this
Paragraph 4(d).



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By accepting severance benefits under this Paragraph 4, the Officer waives the Officer’s right, if
any, to have any payment made under this Paragraph 4 taken into account to increase the benefits
otherwise payable to, or on behalf of, the Officer under any employee benefit plan, policy or
program, whether qualified or nonqualified, maintained by the Company (e.g., there will be no
increase in the Officer’s tax-qualified retirement plan benefits, non-qualified deferred
compensation plan benefits or life insurance because of severance benefits received hereunder).





	5.	 	Definitions of “Separation from Service,” “Cause,” “Constructive Termination,” and
“Disability”. For purposes of this Agreement, the following terms shall have the meanings
set forth below:






	 	(a)	 	The term “Separation from Service” or “Separates from Service” for purposes of
this Agreement shall mean a “separation from service” within the meaning of Section
409A of the Code (after applying the presumptions in Treas. Reg. Sect. 1.409A-1(h)).
	 
	 	(b)	 	“Cause” means (i) the Officer’s conviction of (or a plea of guilty or nolo
contendere to) a felony or any other crime involving moral turpitude, dishonesty,
fraud, theft or financial impropriety; or (ii) a determination by a majority of the
Board in good faith that the Officer has (A) willfully and continuously failed to
perform substantially the Officer’s duties (other than any such failure resulting from
the Officer’s Disability or incapacity due to bodily injury or physical or mental
illness), after a written demand for substantial performance is delivered to the
Officer by the Board that specifically identifies the manner in which the Board
believes that the Officer has not substantially performed the Officer’s duties, (B)
engaged in illegal conduct, an act of dishonesty or gross misconduct, or (C) willfully
violated a material requirement of the Company’s code of conduct or the Officer’s
fiduciary duty to the Company. No act or failure to act on the part of the Officer
shall be considered “willful” unless it is done, or omitted to be done, by the Officer
in bad faith and without reasonable belief that the Officer’s action or omission was
in, or not opposed to, the best interests of the Company or its subsidiaries. In order
to terminate the Officer’s employment for Cause, the Company shall be required to
provide the Officer a reasonable opportunity to be heard (with counsel) before the
Board, which shall include at least ten (10) business days of advance written notice to
the Officer. Further, the Officer’s attempt to secure employment with another employer
that does not breach the Officer’s non-competition obligations shall not constitute an
event of “Cause”.
	 
	 	(c)	 	“Constructive Termination” means, without the express written consent of the
Officer, the occurrence of any of the following during the Protection Period (as
defined in Paragraph 3(a)(ii) above):






	 	(i)	 	a material reduction in the Officer’s annual base salary as in
effect immediately prior to a Change in Control or as the same may be increased
from time to time, and/or a material failure to provide the Officer with an
opportunity to earn annual incentive compensation and long-term 




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	 	 	 	incentive compensation at least as favorable as in effect immediately prior to a Change
of Control or as the same may be increased from time to time,
	 
	 	(ii)	 	a material diminution in the Officer’s authority, duties, or
responsibilities as in effect at the time of the Change in Control;
	 
	 	(iii)	 	a material diminution in the authority, duties, or
responsibilities of the supervisor to whom the Officer is required to report
(it being understood that if the Officer reports to the Board, a requirement
that the Officer report to any individual or body other than the Board will
constitute “Constructive Termination” hereunder);
	 
	 	(iv)	 	a material diminution in the budget over which the Officer
retains authority;
	 
	 	(v)	 	the Company’s requiring the Officer to be based anywhere
outside a fifty mile radius of the Company’s offices at which the Officer is
based as of immediately prior to a Change of Control (or any subsequent
location at which the Officer has previously consented to be based) except for
required travel on the Company’s business to an extent that is not
substantially greater than the Officer’s business travel obligations as of
immediately prior to a Change in Control or, if more favorable, as of any time
thereafter; or
	 
	 	(vi)	 	any other action or inaction that constitutes a material breach
by the Company or any of its subsidiaries of the terms of this Agreement.






In no event shall the Officer be entitled to terminate employment with the Company
on account of “Constructive Termination” unless the Officer provides notice of the
existence of the purported condition that constitutes “Constructive Termination”
within a period not to exceed ninety (90) days of its initial existence, and the
Company fails to cure such condition (if curable) within thirty (30) days after the
receipt of such notice.




	 	(d)	 	“Disability” means the Officer’s inability, due to physical or mental
incapacity resulting from injury, sickness or disease, for one hundred and eighty (180)
days in any twelve-month period to perform his duties hereunder.






	6.	 	Section 280G Restriction. Notwithstanding any provision of this Agreement to the
contrary, the following provisions shall apply:






	 	(a)	 	If it is determined that part or all of the compensation and benefits payable
to the Officer (whether pursuant to the terms of this Agreement or otherwise) before
application of this Paragraph 6 would constitute “parachute payments” under Section
280G of the Code, and the payment thereof would cause the Officer to incur the 20%
excise tax under Section 4999 of the Code, then the amounts 




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	 	 	 	otherwise payable to or for
the benefit of the Officer pursuant to this Agreement (or otherwise) that, but for this
Paragraph 6 would be “parachute payments,”
(referred to below as the “Total Payments”) shall either (i) be reduced so that the
present value of the Total Payments to be received by the Officer will be equal to
three times the “base amount” (as defined under Section 280G of the Code less $1,000
(the “280G Cap”), or (ii) paid in full, whichever produces the better after-tax
position to the Officer (taking into account all applicable taxes, including but not
limited to the excise tax under Section 4999 of the Code and any federal and state
income and employment taxes). Any required reduction under clause (A) above shall
be made in a manner that maximizes the net after-tax amount payable to the Officer,
as reasonably determined by the Consultant (as defined below).
	 
	 	(b)	 	All determinations required under this Paragraph 6 shall be made by a
nationally recognized accounting, executive compensation or law firm appointed by the
Company (the “Consultant”) that is reasonably acceptable to the Officer on the basis of
“substantial authority” (within the meaning of Section 6662 of the Code). The
Consultant’s fee shall be paid by the Company. The Consultant shall provide a report
to the Officer that may be used by the Officer to file the Officer’s federal tax
returns.
	 
	 	(c)	 	It is possible that payments could be made by the Company that should not have
been made pursuant to this Paragraph 6. If a reduced payment or benefit is provided
and through error or otherwise that payment or benefit, when aggregated with other
payments and benefits from the Company (or its subsidiaries) used in determining the
280G Cap, then the Officer shall immediately repay such excess in cash to the Company
upon notification that an overpayment has been made.
	 
	 	(d)	 	Nothing in this Paragraph 6 shall require the Company to be responsible for, or
have any liability or obligation with respect to, any excise tax liability under
Section 4999 of the Code.






	7.	 	Release. The Officer agrees that the Company will have no obligations to the Officer
under Paragraph 4 above until the Officer executes a release in a form acceptable by the
Company and, further, will have no further obligations to the Officer under Paragraph 4 if the
Officer revokes such release. The Officer shall have 21 days after Separation from Service to
consider whether or not to sign the release. If the Officer fails to return an executed
release to the Company’s Vice President of Human Resources within such 21 day period, or the
Officer subsequently revokes a timely filed release, the Company shall have no obligation to
pay any amounts or benefits under Paragraph 4 of this Agreement.
	 
	8.	 	No Interference with Other Vested Benefits. Regardless of the circumstances under
which the Officer may terminate from employment, the Officer shall have a right to any
benefits under any employee benefit plan, policy or program maintained by the Company which
the Officer had a right to receive under the terms of such employee benefit plan, policy or
program after a termination of the Officer’s employment without regard to this Agreement. The
Company shall within thirty (30) days of Separation from Service pay 




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	 	 	the Officer any earned but unpaid base salary and bonus, shall promptly pay the Officer
for any earned but untaken vacation and shall promptly reimburse the Officer for any
incurred but unreimbursed expenses which are otherwise reimbursable under the Company’s
expense reimbursement policy as in effect for senior executives immediately before the
Officer’s employment termination.






	9.	 	Consolidation or Merger. If the Company is at any time before or after a Change in
Control merged or consolidated into or with any other corporation, association, partnership or
other entity (whether or not the Company is the surviving entity), or if substantially all of
the assets thereof are transferred to another corporation, association, partnership or other
entity, the provisions of this Agreement will be binding upon and inure to the benefit of the
corporation, association, partnership or other entity resulting from such merger or
consolidation or the acquirer of such assets (collectively, “acquiring entity”) unless the
Officer voluntarily elects not to become an employee of the acquiring entity as determined in
good faith by the Officer. Furthermore, in the event of any such consolidation or transfer of
substantially all of the assets of the Company, the Company shall enter into an agreement with
the acquiring entity that shall provide that such acquiring entity shall assume this Agreement
and all obligations and liabilities under this Agreement; provided, that the Company’s failure
to comply with this provision shall not adversely affect any right of the Officer hereunder.
This Paragraph 9 will apply in the event of any subsequent merger or consolidation or transfer
of assets.
	 
	 	 	In the event of any merger, consolidation or sale of assets described above, nothing
contained in this Agreement will detract from or otherwise limit the Officer’s right to or
privilege of participation in any restricted stock plan, bonus or incentive plan, stock
option or purchase plan, profit sharing, pension, group insurance, hospitalization or other
compensation or benefit plan or arrangement which may be or become applicable to officers of
the corporation resulting from such merger or consolidation or the corporation acquiring
such assets of the Company.
	 
	 	 	In the event of any merger, consolidation or sale of assets described above, references to
the Company in this Agreement shall, unless the context suggests otherwise, be deemed to
include the entity resulting from such merger or consolidation or the acquirer of such
assets of the Company.
	 
	10.	 	No Mitigation. The Company agrees that the Officer is not required to seek other
employment after a Qualifying Termination or to attempt in any way to reduce any amounts
payable to the Officer by the Company under Paragraph 4 of this Agreement. Further, the
amount of any payment or benefit provided for in this Agreement shall not be reduced by any
compensation earned by the Officer as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by the Officer to the
Company, or otherwise.
	 
	11.	 	Payments. All payments provided for in this Agreement shall be paid in cash in the
currency of the primary jurisdiction in which the Executive provided services to the Company
and its subsidiaries immediately prior to Separation from Service. The




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	 	 	Company shall not be required to fund or otherwise segregate assets to ensure payments under
this Agreement.
	 
	12.	 	Tax Withholding; Section 409A.






	 	(a)	 	All payments made by the Company to the Officer or the Officer’s dependents,
beneficiaries or estate will be subject to the withholding of such amounts relating to
tax and/or other payroll deductions as may be required by law.
	 
	 	(b)	 	The Parties intend that the benefits and payments provided under this Agreement
shall be exempt from, or comply with, the requirements of Section 409A of the Code.
Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify
the Officer for any taxes or interest that may be assessed by the IRS pursuant to
Section 409A of the Code.






	13.	 	Arbitration.






	 	(a)	 	The Parties shall submit any disputes arising under this Agreement to an
arbitration panel conducting a binding arbitration in Boston, Massachusetts or at such
other location as may be agreeable to the Parties, in accordance with the National
Rules for the Resolution of Employment Disputes of the American Arbitration Association
in effect on the date of such arbitration (the “Rules”), and judgment upon the award
rendered by the arbitrator or arbitrators may be entered in any court having
jurisdiction thereof. The award of the arbitrator shall be final and shall be the sole
and exclusive remedy between the Parties regarding any claims, counterclaims, issues or
accountings presented to the arbitrator.
	 
	 	(b)	 	The Parties agree that the arbitration shall be conducted by one (1) person
mutually acceptable to the Company and the Officer, provided that if the Parties cannot
agree on an arbitrator within thirty (30) days of filing a notice of arbitration, the
arbitrator shall be selected by the manager of the principal office of the American
Arbitration Association in Suffolk County in the Commonwealth of Massachusetts. Any
action to enforce or vacate the arbitrator’s award shall be governed by the federal
Arbitration Act, if applicable, and otherwise by applicable state law.
	 
	 	(c)	 	If either Party pursues any claim, dispute or controversy against the other in
a proceeding other than the arbitration provided for herein, the responding Party shall
be entitled to dismissal or injunctive relief regarding such action and recovery of all
costs, losses and attorney’s fees related to such action.
	 
	 	(d)	 	All of Officer’s reasonable costs and expenses incurred in connection with such
arbitration shall be paid in full by the Company promptly on written demand from the
Officer, including the arbitrators’ fees, administrative fees, travel expenses,
out-of-pocket expenses such as copying and telephone, court costs, witness fees
and attorneys’ fees; provided, however, the Company shall pay no more than 




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	 	 	 	$50,000 per year in attorneys’ fees unless a higher figure is awarded in the arbitration, in
which event the Company shall pay the figure awarded in the arbitration.






	 	(e)	 	Reimbursement of reasonable costs and expenses under Paragraph 13(d) shall be
administered consistent with the following additional requirements as set forth in
Treas. Reg. § 1.409A-3(i)(1)(iv): (i) the Officer’s eligibility for benefits in one
year will not affect the Officer’s eligibility for benefits in any other year; (ii) any
reimbursement of eligible expenses will be made on or before the last day of the year
following the year in which the expense was incurred; and (iii) the Officer’s right to
benefits is not subject to liquidation or exchange for another benefit.
Notwithstanding the foregoing, reimbursement for benefits under this Paragraph 13 shall
commence no earlier than six months and a day after the Officer’s Separation from
Service.
	 
	 	(f)	 	The Officer acknowledges and expressly agrees that this arbitration provision
constitutes a voluntary waiver of trial by jury in any action or proceeding to which
the Officer or the Company may be parties arising out of or pertaining to this
Agreement.






	14.	 	Assignment; Payment on Death.






	 	(a)	 	The provisions of this Agreement shall be binding upon and shall inure to the
benefit of the Officer, the Officer’s executors, administrators, legal representatives
and assigns and the Company and its successors.
	 
	 	(b)	 	In the event that the Officer becomes entitled to payments under this Agreement
and subsequently dies, all amounts payable to the Officer hereunder and not yet paid to
the Officer at the time of the Officer’s death shall be paid to the Officer’s
beneficiary. No right or interest to or in any payments shall be assignable by the
Officer; provided, however, that this provision shall not preclude the Officer from
designating one or more beneficiaries to receive any amount that may be payable after
the Officer’s death and shall not preclude the legal representatives of the Officer’s
estate from assigning any right hereunder to the person or persons entitled thereto
under the Officer’s will or, in the case of intestacy, to the person or persons
entitled thereto under the laws of intestacy applicable to the Officer’s estate. The
term “beneficiary” as used in this Agreement shall mean the beneficiary or
beneficiaries so designated by the Officer to receive such amount or, if no such
beneficiary is in existence at the time of the Officer’s death, the legal
representative of the Officer’s estate.
	 
	 	(c)	 	No right, benefit or interest hereunder shall be subject to anticipation,
alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in
respect of any claim, debt or obligation, or to execution, attachment, levy or
similar process, or assignment by operation of law. Any attempt, voluntary or




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	 	 	 	involuntary, to effect any action specified in the immediately preceding sentence
shall, to the full extent permitted by law, be null, void and of no effect.






	15.	 	Amendments and Waivers. Except as otherwise specified in this Agreement, this
Agreement may be amended, and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively), only
with the written consent of the Parties.
	 
	16.	 	Integration. The terms of this Agreement shall supersede any prior agreements,
understandings, arrangements or representations, oral or otherwise, expressed or implied, with
respect to the subject matter hereof which have been made by either Party, including
but not limited to the Prior Agreement. By signing this Agreement, the Officer releases and
discharges the Company from any and all obligations and liabilities heretofore or now existing
under or by virtue of such prior agreements.
	 
	17.	 	Notices. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given
(a) on the date of delivery if delivered by hand, (b) on the date of transmission, if
delivered by confirmed facsimile, (c) on the first business day following the date of deposit
if delivered by guaranteed overnight delivery service, or (d) on the fourth business day
following the date delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:




If to the Officer: at the address (or to the facsimile number) shown on the records
of the Company.



If to the Company:



General Counsel

Haemonetics Corporation

400 Wood Road

Braintree, MA 02184





or to such other address as either Party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective only upon
receipt.




	18.	 	Severability. Any provision of this Agreement held to be unenforceable under
applicable law will be enforced to the maximum extent possible, and the balance of this
Agreement will remain in full force and effect.
	 
	19.	 	Headings of No Effect. The paragraph headings contained in this Agreement are
included solely for convenience or reference and shall not in any way affect the meaning or
interpretation of any of the provisions of this Agreement.




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	20.	 	Not an Employment Contract. This Agreement is not an employment contract and shall
not give the Officer the right to continue in employment by Company or any of its subsidiaries
for any period of time or from time to time. This Agreement shall not adversely affect the
right of the Company or any of its subsidiaries to terminate the Officer’s employment with or
without cause at any time.
	 
	21.	 	Governing Law. This Agreement and its validity, interpretation, performance and
enforcement shall be governed by the laws of the Commonwealth of Massachusetts (without
reference to the choice of law principles thereof).
	 
	20.	 	Counterparts. This Agreement may be executed in counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument.




IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereto
duly authorized, and the Officer has signed this Agreement.




	 	 	 	 	 
	 	HAEMONETICS CORPORATION

 	 
	Date: April 2, 2009 	By:  	/s/ Brad Nutter
 	 
	 	 	Brad Nutter 	 
	 	 	Its:   Chairman of the Board 	 
	 



	 	 	 	 	 
	Date: April 2, 2009 	OFFICER

 	 
	 	/s/ Brian Concannon
 	 
	 	Brian Concannon, 	 
	 	President and Chief Executive Officer 	 
	 




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