Exhibit 10.1


 


HAEMONETICS
CORPORATION



2005 LONG-TERM INCENTIVE COMPENSATION PLAN



NON-QUALIFIED STOCK OPTION AGREEMENT



WITH


 


	
   

  	
   

  	
   

  
	
  Director

  



 


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HAEMONETICS
CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER 2005 LONG-TERM INCENTIVE COMPENSATION PLAN


 


AGREEMENT entered into the                             
day of                   ,
             by and
between Haemonetics Corporation, a Massachusetts corporation with a principal
place of business in Braintree, Massachusetts, (the “Company”), and the
undersigned director of the Company (the “Director”).


 


1.     The Company desires to grant the Director 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 option agreement, setting forth the terms
and conditions of the option grant.


 


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


 


1.     Grant of Option.           The Company hereby irrevocably grants
to the Director 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.


 


The Option shall be exercisable, to the full
extent of all shares included in the Option, immediately upon grant.


 


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4.     Term of Options; Exercisability.


 


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)   If the Director ceases to be a director of
the Company for any reason, the Option granted to the Director hereunder shall
terminate two years after the date such Director ceases to be a director of the
Company, or on the date on which the Option expires by its terms, whichever
occurs first, provided however that if termination as a Director was by the
Company for cause, the Option shall terminate immediately.


 


5.     Manner of Exercise of Option.


 


(a) 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
Director exercising the Option, valued at fair market value, provided that the
Shares must have been held by the Director 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 Director 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 Director 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.


 


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6.     Non-Transferability.    The right of the Director to exercise the
Option shall not be assignable or transferable by the Director 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.  The Option may be exercised during the
lifetime of the Director 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, attachment, trustee process or
similar process, whether legal or equitable, upon the Option.  Notwithstanding the general prohibition on
the transfer, sale, or other disposition of options under the terms of the Plan
and this Agreement, the options granted under this Agreement may be transferred
by gift to one or more “family members” (as defined in the instructions to Form S-8),
or for value to any entity in which more than fifty percent (50%) of the voting
interests are owned by family members (or the director) in exchange for an
interest in that entity.  The directors,
family members, and any such entities shall execute and deliver such documents,
and shall adhere to any procedures, as the Compensation Committee shall require
in order to accommodate any request by the director to transfer the options.


 


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.


 


9.     Rights as a Shareholder.  The Director 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 Director.  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.


 


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


 


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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 Director has hereunto set his or
her hand and seal, all as of the day and year first above written.


 


 


	
   

  	
  HAEMONETICS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  President & CEO

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social
  Security

  
	
   

  	
  No:

  	
   

  	
   

  
										



 


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