Exhibit 10.2


 


HAEMONETICS
CORPORATION


2005 LONG-TERM INCENTIVE  COMPENSATION PLAN



NON-QUALIFIED STOCK OPTION AGREEMENT



WITH


 










 


Employee


 


1





















 


HAEMONETICS
CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER 2005 LONG-TERM INCENTIVE COMPENSATION PLAN


 


AGREEMENT entered into this
                                
day of                             ,
200   by and between Haemonetics Corporation, a Massachusetts
corporation with a principal place of business in Braintree, Massachusetts,
(the “Company”), and the undersigned employee of the Company (or one of its
subsidiaries) (the Company and its subsidiaries herein together referred to as
the “Company”) (the “Employee”).


 


1.     The
Company desires to grant the Employee a non-qualified stock option under the
Company’s 2005 Long-Term Incentive Compensation Plan (the “Plan”) to acquire
shares of the Company’s common stock, $ .01 par value per share (the “Common
Stock”).


 


2.     Article 6
of the Plan provides that each option is to be evidenced by an award agreement,
setting forth the terms and conditions of the option.


 


ACCORDINGLY, in consideration of the premises
and of the mutual covenants and agreements contained herein, the Company and
the Employee hereby agree as follows:


 


1.     Grant
of Option.           The Company hereby
irrevocably grants to the Employee a non-qualified stock option (the “Option”)
to purchase all or any part of an aggregate of                 
shares of Common Stock (the “Shares”) on the terms and conditions hereinafter
set forth.  This Option shall not be
treated as an incentive stock option under Section 422A of the Internal
Revenue Code of 1986, as amended (the “Code”).


 


2.     Purchase
Price.             The purchase price (“Purchase Price”) for
the Shares covered by the Option shall be $              
per Share.


 


3.     Time
of Exercise of Option; Exercisability.


 


(a)   The
Option shall not be exercisable prior to
                                  .  Thereafter, the Option shall be exercisable
as follows:


 


	
  On or After 

  	
   

  	
  Percentage of

  Shares Becoming

  Available for

  Exercise

  	
   

  	
  Cumulative

  Percentage

  Available

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25

  	
  %

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25

  	
  %

  	
  75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25

  	
  %

  	
  100

  	
  %

  



 


2





















 


(b)           This Option shall be
exercisable to the full amount of the shares covered hereby in the event of (i) any
sale or conveyance to another entity of all or substantially all of the
property and assets of the Company or (ii) Change of Control occurs before
this Option has been exercised in full. 
For purposes hereof a “Change in Control” shall be deemed to have
occurred if any 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 Common Stock of the Company,
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.


 


4.     Term
of Options; Exercisability.


 


(a)   Term.


 


(1)   Each
Option shall expire not more than seven (7) years from the date of the
granting thereof, but shall be subject to earlier termination as herein
provided.


 


(2)   Except
as otherwise provided in this Section 4 if the Employee ceases to be an
employee of the Company, the Option granted to the Employee hereunder shall
stop vesting on the last date of employment and shall terminate three months
after the date such Employee ceases to be an employee of the Company,
voluntarily or involuntarily, or on the date on which the Option expires by its
terms, whichever occurs first.


 


(3)   If
such termination of employment is because the Employee has become permanently
disabled (within the meaning of Section 22(e)(3) of the Code), such
Option shall continue to vest, and shall be exercisable until expiration by its
terms.


 


(4)   If
such termination of employment is because the Employee has retired from the
Company in good standing then such Option shall stop vesting on the last date
of employment but may be exercised by the Employee (or her/his permitted
transferee) at any time on or prior to the earlier of the expiration date of
the Option or the expiration of two (2) years after the date of the
Employee’s termination due to retirement. For purposes of this Option
Agreement, retirement shall mean that the Employee shall have reached age fifty
five, and shall have completed at least five years of service with the Company.
Years of service with any of the Company’s wholly owned subsidiaries shall be
credited as years of service with the Company.


 


(5)           In
the event of the death of the Employee while in the employ of the Company, any unvested
options shall immediately become fully vested, and the Option shall be
exercisable until expiration by its terms.


 


(b)   Exercisability.


 


If the Employee ceases to be an employee of
the Company, vesting of options shall stop and the Option granted to the
Employee hereunder shall be exercisable only to the extent that the right to
purchase Shares under such Option has accrued and is in effect on the date such
Employee ceases to be an employee of the Company, except as otherwise provided
in this Section 4.


 


3





















 


5.     Manner
of Exercise of Option.


 


(a)  
To the extent that the right to exercise the Option has accrued and is
in effect, the Option may be exercised in full or in part by giving written,
electronic, or telephonic notice to the Company stating the number of Shares
exercised and accompanied by payment in full for such Shares.  Payment may be either wholly in cash or, with
the consent of the Compensation Committee, in whole or in part in Shares of the
common stock of the Company already owned by the person exercising the Option,
valued at fair market value, provided that the shares must have been held by
the Participant for at least six (6) months prior to their delivery to
satisfy the Option price.  Upon such
exercise, delivery of a certificate for paid-up, non-assessable Shares shall be
made, as promptly as practicable, at the principal office of the Company to the
person exercising the Option.


 


(b)   The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares of its common stock as will be sufficient to
satisfy the requirements of the Option. 
The Employee shall not have any of the rights of a stockholder of the
Company in respect of the Shares until one or more certificates for such Shares
shall be delivered to him or her upon the due exercise of the Option.


 


6.     Non-Transferability.    The
right of the Employee to exercise the Option shall not be assignable or
transferable by the Employee otherwise than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder,
and the Option may be exercised during the lifetime of the Employee only by him
or her.  The Option shall be null and
void and without effect upon any attempted assignment or transfer, except as
hereinabove provided, including without limitation any purported assignment,
whether voluntary or by operation of law, pledge, hypothecation or other
disposition contrary to the provisions hereof, or levy of execution,
attachment, trustee process or similar process, whether legal or equitable,
upon the Option.


 


7.     Representation
Letter and Investment Legend.


 


(a)   In
the event that for any reason the Shares to be issued upon exercise of the
Option shall not be effectively registered under the Securities Act of 1933
(the “1933 Act”), upon any date on which the Option is exercised in whole or in
part, the person exercising the Option shall give a written representation to
the Company in a form satisfactory to the Company and the Company shall place
an “investment legend,” so-called upon any certificate for the Shares issued by
reason of such exercise.


 


(b)   The
Company shall be under no obligation to qualify Shares or to cause a
registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.


 


8.     Adjustments
on Changes in Capitalization. Adjustments on Changes in Capitalization and
the like shall be made in accordance with Article 4 of the Plan, as in
effect on the date of this Agreement.


 


4





















 


9.     No
Special Employment Rights.  Nothing
contained in the Plan or this Agreement shall be construed or deemed by any
person under any circumstances to bind the Company to continue the employment
of the Employee for the period within which this Option may be exercised.  However, during the period of the Employee’s
employment, the Employee shall render diligently and faithfully the services
which are assigned to the Employee from time to time by the Board of Directors
or by the executive officers of the Company and shall at no time take any
action which directly or indirectly would be inconsistent with the best
interests of the Company.


 


10.   Rights
as a Shareholder.  The Employee shall
have no rights as a shareholder with respect to any Shares which may be
purchased by exercise of this Option unless and until a certificate or
certificates representing such Shares are duly issued and delivered to the
Employee.  Except as otherwise expressly
provided in the Plan, no adjustment shall be made for dividends or other rights
for which the record date is prior to the date such stock certificate is
issued.


 


11.   Withholding
Taxes.     Whenever Shares are to be issued upon exercise of
this Option, the Company shall require the Employee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements, domestic or foreign, prior to the delivery of any certificate or
certificates for such Shares.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed and its corporate seal to be hereto affixed by
its officer thereunto duly authorized, and the Employee has hereunto set his or
her hand and seal, all as of the day and year first above written.


 


	
   

  	
  HAEMONETICS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security

  
	
   

  	
  No:

  	
   

  	
   

  
								



 


5