Exhibit
10.1


EMPLOYMENT
AGREEMENT


THIS
AGREEMENT (the “Agreement”), made and entered into as of the 1st day of April,
2007, by and between Immucor, Inc., a Georgia corporation with its executive
offices at 3130 Gateway Drive, Norcross, Georgia 30071 (herein referred to as “Employer”
or the “Company”), and Philip H. Moïse, residing at 948 Oakdale Road, Atlanta,
Georgia 30307 (herein referred to as “Employee”).


WITNESSETH


WHEREAS,
the parties hereto desire to enter into an agreement for Employer’s employment of
Employee on the terms and conditions hereinafter stated.


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereby agree as follows:


1.                                       Relationship
Established


Employer hereby employs Employee as Vice President,
General Counsel and Secretary of the Company to perform the services and duties
normally and customarily associated with Employee’s position, such duties as
may be specified in the Company’s bylaws, and such other duties as may from
time to time be specified by the Company’s Chief Executive Officer (the “CEO”)
and its Board of Directors (the “Board”). 
Employee will be retained in such position during the term of his
employment under this Agreement, and Employee hereby agrees to perform such
services and duties in such capacity.


2.                                       Extent
of Services


Employee shall devote substantially all his business
time, attention, skill and efforts to the performance of his duties hereunder,
and shall use his best efforts to promote the success of the Company’s
business.  Employer recognizes that
Employee has agreed to employment at the Company’s offices located in Norcross,
Georgia.  Should the Company’s executive
offices be relocated to, or if Employer otherwise shall require that Employee work
at, a place greater than fifty (50) miles from Employee’s principal residence
noted in Section 13(b) hereof, then Employee shall have the right to terminate
his employment hereunder, and such termination shall be deemed to be a
termination under Section 3(c) hereof for all purposes hereunder.


3.                                       Term
of Employment


Employee’s employment hereunder shall commence on
April 1, 2007 (hereinafter called the “Effective Date”) and shall continue for
a period of two (2) years, unless sooner terminated by the first to occur of
the following:


(a)                                  The
death or complete disability of Employee. “Complete disability”, as used
herein, shall mean the inability of Employee, due to illness, accident or any
other physical or mental incapacity, to perform the services provided for
hereunder for an aggregate of twelve (12) months during the term hereof.













(b)                                 The
discharge of Employee by Employer for Cause. 
Employee’s discharge shall be “for Cause” if due to any of the
following:


(i)                                     Employee’s
dishonesty,


(ii)                                  An
act of defalcation committed by Employee,


(iii)                               Employee’s
continuing inability or refusal to perform reasonable duties assigned to him
hereunder (unless such refusal occurs following the occurrence of a Change of
Control, as defined herein), or


(iv)                              Employee’s
moral turpitude.


Disability because of illness or accident or any other
physical or mental disability shall not constitute a basis for discharge for
Cause.


(c)                                  The
discharge of Employee by Employer without Cause (which shall be deemed to have
occurred if Employee’s employment hereunder terminates under Section 7 hereof).


(d)                                 At
Employee’s request and with the express prior written consent of Employer.


(e)                                  At
Employee’s election upon 120 days notice (or such lesser notice as Employer may
accept), without the express prior written consent of Employer.


(f)                                    At
the end of the term of this Agreement, or any extension thereof, if either the
Employer or Employee gives 60 days notice to the other of non-renewal of this
Agreement.


If not sooner terminated under the provisions of
Sections 3(a) through 3(f) above, the term of Employee’s employment hereunder
shall automatically renew for an additional period of two (2) years at each
annual anniversary date of this Agreement.


4.                                       Compensation;
Stock Option Award


(a)                                  Subject
to the provisions of Section 4(e), Employer will pay to Employee as base
compensation for the services to be performed by him hereunder the base
compensation specified on Schedule A attached hereto.  Schedule A may be amended from time to time
upon the parties’ revision and re-execution thereof, whereupon the amended
Schedule A shall be attached hereto; provided, however, the amended Schedule A
shall be effective upon such re-execution, whether or not it is attached
hereto.


(b)                                 Employee
may be entitled to additional bonus compensation as may be determined by the
Board from time to time, any such determination to be final, binding and
conclusive on Employee and all other persons.


(c)                                  In
the event Employee’s employment shall terminate under Section 3(c) hereof, Employee
shall be paid an amount equal to the Average Annual Compensation payable to
Employee under Schedule A for the remainder of the term of this Agreement in
accordance with the payment schedule set forth on Schedule A, to be paid over
the remainder of the term of this Agreement following termination.



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For purposes
of this Section, “Average Annual Compensation” shall mean Employee’s annual
base compensation payable to Employee under Schedule A in accordance with the
payment schedule set forth on Schedule A, together with his Average Bonus. “Average
Bonus” shall mean the average bonus paid to Employee over the last two (2)
years in which Employee was eligible to receive a bonus or such lesser number
of years in which Employee was eligible to receive a bonus.  If the termination occurs before Employee
becomes eligible to receive a bonus, then “Average Bonus” shall be deemed to be
a pro rata portion of the average bonus paid to the Company’s CEO over the last
two (2) years in which he was eligible to receive a bonus, such proration to be
based on the differences in their respective base compensation.


(d)                                 As
long as Employee is employed hereunder, Employer, at its election, will either
(a) supply to Employee an automobile of a type consistent with his duties and salary,
and will pay the reasonable expenses of operating, maintaining the automobile
and insuring the automobile and its driver, or (b) provide Employee an
automobile allowance as specified on Schedule A attached hereto. Schedule A may
be amended from time to time upon the parties’ revision and re-execution
thereof whereupon the amended Schedule A shall be attached hereto; provided,
however, the amended Schedule A shall be effective upon re-execution, whether
or not it is attached hereto.


(e)                                  In
the event Employee’s employment shall terminate under Section 3(a), 3(b), 3(d),
3(e) or 3(f) hereof, all of Employer’s obligations to Employee hereunder will
cease automatically and Employee shall only be entitled to compensation accrued
through the date of termination.


(f)                                    As
of the Effective Date, Employee shall be issued options to acquire 15,000
shares of the Company’s common stock, $0.10 per value per share, pursuant to
the Company’s 2005 Long-Term Incentive Plan.


5.                                       Expenses


Employee shall be entitled to receive reimbursement
for, or payment directly by Employer of, all reasonable expenses incurred by
Employee at the request of the Employer in the performance of his duties under
this Agreement, provided that Employee accounts therefor in writing and that
such expenses are ordinary and necessary business expenses of the Employer
within the meaning of Section 162 of the Internal Revenue Code of 1986, as
amended.


6.                                       Insurance
and Other Fringe Benefits


Employer will (a) provide Employee with health
insurance, dental insurance, long-term disability insurance, paid vacations and
other fringe benefits in the form and in dollar amounts substantially
equivalent to the benefits provided to its other executive officers having
twenty (20) years of service with the Company (adjusted for additional years of
service after the Effective Date), and (b) reimburse Employee up to $2,500 per
year for the cost of life insurance on his life upon presentation of an
appropriate written request therefor.



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7.                                       Termination
of Employment Upon Sale or Change of Control; Severance


(a)                                  Notwithstanding
anything to the contrary contained in this Agreement, either Employer or
Employee may terminate Employee’s employment hereunder if any of the following
events occur:


(i)                                     Sale
of Employer’s Assets.  The sale of
all or substantially all of the Company’s assets to a single purchaser or group
of associated purchasers, whether in a single transaction or a series of
related transactions.


(ii)                                  Sale
of Employer’s Shares.  The sale,
exchange, or other disposition, in one transaction, or in a series of related
transactions, of twenty percent (20%) or more of the Company’s outstanding
shares of capital stock.


(iii)                               Merger
or Consolidation.  The merger or
consolidation of the Company in a transaction or series of transactions in
which the Company’s shareholders receive or retain less than fifty percent
(50%) of the outstanding voting shares of the new or surviving corporation.


(iv)                              Other
Changes in Control.  The occurrence
of any change in control of the Company within the meaning of federal
securities law.


(b)                                 If,
within sixty (60) days after an event described in Sections 7(a)(i), (a)(ii),
(a)(iii) or (a)(iv) (a “Change of Control”), Employee voluntarily terminates
his employment with the Employer, or if within two (2) years after a Change of
Control Employer terminates Employee’s employment (whether for Cause or without
Cause), then Employer shall pay Employee (instead of the amount specified in
Section 4(c) but together with the amount specified in Section 7(d)) an amount
equal to two (2) times Employee’s Average Annual Compensation (as defined
below), to be paid in a single payment at the time of termination. In
consideration of such payment and his employment hereunder through the date of
such termination, Employee agrees to remain bound by the provisions of this
Agreement which specifically relate to periods, activities or obligations upon
or subsequent to the termination of Employee’s employment.


(c)                                  Upon
a Change of Control, (i) the restrictions on any and all outstanding incentive
awards granted to Employee (including, without limitation, restricted stock and
granted performance shares or units) under any incentive plan or arrangement
shall lapse and such incentive award shall become 100% vested, and (ii) any and
all stock options and stock appreciation rights issued to Employee shall become
immediately exercisable and shall become 100% vested.


(d)                                 If,
within sixty (60) days after a Change of Control, either Employee voluntarily
terminates his employment with Employer or Employer terminates Employee’s
employment other than for Cause, then Employer shall pay to Employee an
outplacement assistance benefit for the purpose of assisting Employee with
counseling, travel and other expenses related to finding new employment.  Such amount shall be paid in cash in the
amount specified on Schedule A attached hereto. 
Schedule A may be amended from time to time upon the parties’ revision



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and
re-execution thereof whereupon the amended Schedule A shall be attached hereto;
provided, however, the amended Schedule A shall be effective upon such
re-execution, whether or not it is attached hereto.


(e)                                  For
purposes of this Section, “Average Annual Compensation” shall mean Employee’s
annual base compensation payable to Employee under Schedule A in accordance
with the payment schedule set forth on Schedule A, together with his Average
Bonus.  “Average Bonus” shall mean the
average of the bonuses paid to Employee over the last two years (or such lesser
number of years in which Employee was eligible to receive a bonus) in which
Employee was eligible to receive a bonus. 
If the termination occurs before Employee becomes eligible to receive a
bonus, then “Average Bonus” shall be deemed to be a pro rata portion of the
average bonus paid to the Company’s CEO over the last two (2) years in which he
was eligible to receive a bonus, such proration to be based on the differences
in their respective base compensation.


(f)                                    In the event that Employee becomes
entitled to severance benefits or any other benefits or payments in connection
with this Agreement, whether pursuant to the terms of this Agreement or
otherwise (collectively, the “Total Benefits”) and (ii) any of the Total
Benefits will be subject to the excise tax imposed pursuant to Section 4999 of
the Internal Revenue Code (“Excise Tax’), which tax may be imposed if the
payments made to Employee are deemed to be “excess parachute payments” within
the meaning of Section 280G of the Code, then Employer shall pay to Employee an
additional amount (the “Gross-Up Payment”) such that the net amount retained by
Employee, after deduction of any Excise Tax on the Total Benefits and any
federal, state and local income taxes, Excise Tax, and FICA and Medicare
withholding taxes upon the payment provided for by this Section, will be equal
to the Total Benefits so that Employee shall be, after payment of all taxes, in
the same financial position as if no taxes under Section 4999 had been imposed
upon him. For purposes of this Section, Employee will be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation in the
calendar year in which the Excise Tax is (or would be) payable and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of Employee’s residence on the Date of Termination, net of the
reduction in federal income taxes that could be obtained from deduction of such
state and local taxes (calculated by assuming that any reduction under Section
68 of the Internal Revenue Code in the amount of itemized deductions allowable
to Employee applies first to reduce the amount of such state and local income
taxes that would otherwise be deductible by Employee).


8.                                       Reimbursement
of Legal Fees


Employer shall promptly
reimburse Employee for any and all legal fees and expenses incurred by him as a
result of a termination of employment described in Section 7(b), including,
without limitation, all fees and expenses incurred to enforce the provisions of
this Agreement.



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9.                                       Prohibited
Practices


During the term of Employee’s employment hereunder,
and for a period of two (2) years after such employment is terminated for any
reason, in consideration of the compensation being paid to Employee hereunder,
Employee shall:


(a)                                  
not solicit business from anyone who is or becomes an active or prospective
customer of Employer or its affiliates and with whom Employee had dealt with or
had material contact during his term of employment under this Agreement; and


(b)                                 not
solicit for employment or hire any employee of Employer or its affiliates that
Employee had contact with during his term of employment under this Agreement.


10.                                 Non-Disclosure


(a)                                  Protection of Trade Secrets. 
Employee acknowledges that during the course of his employment, Employee
will have significant access to, and involvement with, the Company’s Trade
Secrets and Confidential Information. 
Employee agrees to maintain in strict confidence and, except as
necessary to perform his duties for the Company, Employee agrees not to use or
disclose any Trade Secrets of the Company during or after his employment.  Employee agrees that the provisions of this
subsection shall be deemed sufficient to protect Trade Secrets of third parties
provided to the Company under an obligation of secrecy. As provided by Georgia
statutes, “Trade Secret” shall mean any information (including, without
limitation, technical or nontechnical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, product plans, or a list of actual or
potential customers) that: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its disclosure
or use; and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.


(b)                                 Protection of Other Confidential Information.  In addition, Employee agrees to maintain in
strict confidence and, except as necessary to perform his duties for the
Company, not to use or disclose any Confidential Information of the Company
during his employment and for a period of twelve (12) months following
termination of Employee’s employment.  “Confidential
Information” shall mean any internal, non-public information (other than Trade
Secrets already addressed above) concerning (without limitation) the Company’s
financial position and results of operations (including revenues, assets, net
income, etc.); annual and long-range business plans; product or service plans;
marketing plans and methods; training, educational and administrative manuals;
supplier information and purchase histories; customers or clients; personnel
and salary information; and employee lists. Employee agrees that the provisions
of this subsection shall be deemed sufficient to protect Confidential
Information of third parties provided to the Company under an obligation of
secrecy.


(c)                                  Rights to Work Product. 
Except as expressly provided in this Agreement, the Company alone shall
be entitled to all benefits, profits and results arising from or incidental to
Employee’s performance of his job duties to the Company.  To the



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greatest
extent possible, any work product, property, data, invention, “know-how”,
documentation or information or materials prepared, conceived, discovered,
developed or created by Employee in connection with performing his employment
responsibilities during Employee’s employment with the Company shall be deemed
to be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A. § 101
et seq., as amended, and owned exclusively and perpetually by the Company.  Employee hereby unconditionally and
irrevocably transfers and assigns to the Company all intellectual property or
other rights, title and interest Employee may currently have (or in the future
may have) by operation of law or otherwise in or to any work product.  Employee agrees to execute and deliver to the
Company any transfers, assignments, documents or other instruments which the
Company may deem necessary or appropriate to vest complete and perpetual title
and ownership of any work product and all associated rights exclusively in the
Company.  The Company shall have the
right to adapt, change, revise, delete from, add to and/or rearrange the work
product or any part thereof written or created by Employee, and to combine the
same with other works to any extent, and to change or substitute the title
thereof, and in this connection Employee hereby waives the “moral rights” of
authors, as that term is commonly understood throughout the world, including,
without limitation, any similar rights or principles of law which Employee may
now or later have by virtue of the law of any locality, state, nation, treaty,
convention or other source. Unless otherwise specifically agreed, Employee
shall not be entitled to any additional compensation, beyond his salary, for
any exercise by the Company of its rights set forth in the immediately
preceding sentence.


(d)                                 Return of Materials. 
Employee shall surrender to the Company, promptly upon its request and
in any event upon termination of Employee’s employment, all media, documents,
notebooks, computer programs, handbooks, data files, models, samples, price
lists, drawings, customer lists, prospect data, or other material of any nature
whatsoever (in tangible or electronic form) in Employee’s possession or
control, including all copies thereof, relating to the Company, its business,
or its customers. Upon the request of the Company, employee shall certify in writing
compliance with the foregoing requirement.


11.                                 Severability


It is the intention of the parties that if any of the
restrictions or covenants contained herein is held to cover a geographic area
or to be for a length of time or to apply to business activities which is not
permitted by applicable law, or in any way construed to be too broad or to any
extent invalid, such provision shall not be construed to be null, void and of
no effect, but to the extent such provision would be valid or enforceable under
applicable law, a court of competent jurisdiction shall construe and interpret
or reform this Section to provide for a covenant having the maximum enforceable
geographic area, time period and any other provisions (not greater than those
contained herein) as shall be valid and as shall be valid and enforceable under
such applicable law.


If any provision contained in this Section shall for
any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not



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affect any other provisions of this Section, but this
Section shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.


12.                                 Waiver
of Provisions


Failure of either party to insist, in one or more instances,
on performance by the other in strict accordance with the terms and conditions
of this Agreement shall not be deemed a waiver or relinquishment of any right
granted hereunder or of the future performance of any such term or condition or
of any other term or condition of this Agreement, unless such waiver’s
contained in a writing signed by the party against whom the waiver or
relinquishment is sought to be enforced.


13.                                 Notices


Any notice or other communication to a party required
or permitted hereunder shall be in a writing and shall be deemed sufficiently
given when received by the party (regardless of the method of delivery), or if
sent by registered or certified mail, postage and fees prepaid, addressed to
the party as follows, on the third business day after mailing:


	
  

  	
  (a)

  	
  If to Employer:

  	
  3130 Gateway Drive

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Norcross, GA 30071

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If to Employee:

  	
  948 Oakdale Road

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Atlanta, GA 30307

  	
   

  	
   

  



 


or in each ease to such other address as the party may
time to time designate in writing to the other party.


14.                                 Governing
Law


This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia.


15.                                 Enforcement.


In the event of any breach or threatened breach by
Employee of any covenant contained in Sections 9 or 10 hereof, the resulting
injuries to the Company would be difficult or impossible to estimate
accurately, even though irreparable injury or damages would certainly
result.  Accordingly, an award of legal
damages, if without other relief, would be inadequate to protect the
Company.  Employee, therefore, agrees
that in the event of any such breach, the Company shall be entitled to seek
from a court of competent jurisdiction an injunction to restrain the breach or
anticipated breach of any such covenant, and to obtain any other available
legal, equitable, statutory, or contractual relief. Should the Company have
cause to seek such relief, no bond shall be required from the Company, and
Employee shall pay all attorney’s fees and court costs which the Company may
incur to the extent the Company prevails in its enforcement action.



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16.                                 Entire
Agreement; Modification and Amendment


This Agreement contains the sole and entire agreement
between the parties and supersedes all prior discussions and agreements between
the parties with respect to the matters addressed herein, and any such prior
agreement shall, from and after the date hereof, be null and void. This
Agreement and the attached Schedules shall not be modified or amended except by
an instrument in writing signed by the parties hereto.


17.                                 Parties
Benefited


This Agreement shall insure to the benefit of, and be
binding upon, Employee, his heirs, executors and administrators, and Employer,
its subsidiaries, affiliates, and successors.


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the Effective Date.


 


	
  IMMUCOR, INC.

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gioacchino
  De Chirico

  	
   

  	
  /s/ Philip H. Moïse

  
	
   

  	
  Gioacchino De
  Chirico, CEO

  	
   

  	
  Philip H. Moïse

  



 



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SCHEDULE
A


EMPLOYMENT
AGREEMENT DATED AS OF APRIL 1, 2007 BY AND BETWEEN IMMUCOR, INC. AND PHILIP H.
MOISE.


Base compensation:
  $450,000.00 a year payable in 26 installments every two weeks.


Outplacement
Assistance Benefit: $30,000.00.


Automobile
Allowance: $9,600.00 a year payable in 12 monthly installments.


 


	
  IMMUCOR, INC.

  	
   

  	
  EMPLOYEE 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gioacchino De Chirico

  	
   

  	
  /s/ Philip H. Moïse 

  
	
  Gioacchino De Chirico, CEO 

  	
   

  	
  Philip H. Moïse 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  4/1/07

  	
   

  	
  Date:

  	
  4/1/07

  
						



 



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