EXHIBIT 10.8
November 26, 2002
Judi Irving
2678 Anchor Ave
Los Angeles, CA 90064
Dear Judi:
I am pleased that you have accepted the position of Chief
Executive Officer and joined the management team at
HemaCare. I believe that HemaCare's business plan and
growth strategy will offer you many rewards and challenges
as the Company positions itself to be a major player in the
US blood sector of the healthcare industry.
The following summarizes the particulars of your employment
arrangement:
1. Annual Salary: A base salary of $200,000 per year,
with annual reviews in the first quarter, beginning in
2004.
2. Bonus: Bonus participation will be based on
achieving objectives and determined by the Compensation
Committee. The bonus structure is based on the
calendar year and the first year's minimum bonus will
be fixed at $45,000. This amount will be guaranteed to
you and payable in 2004 for the 2003 calendar year.
The maximum bonus for the 2003 year will be up to 40%
of base pay (we are still working on the bonus
structure for the entire company). The primary
objective for 2003 will be achieving profit targets and
we will establish others that will include improving
organizational structure and effectiveness. Subsequent
years' bonus structure will typically put 100% of your
bonus at risk. Our bonus will usually be paid about
the March time period to allow closing of the books.
3. Stock Options: When you join the company, you will
be awarded an option for 200,000 shares. These shares
will be priced at the average price in the month you
join, or if on investigation, we discover that creates
a charge to the company they will be priced at the
close on the day they are awarded. They will vest in
25% increments on March first of 2003, 2004, 2005 and
2006. If you leave the company for any reason you will
have up to one year from the last day of your
employment to exercise any option that may have vested
during your employment. All of your options would vest
at the time of a sale of the company. From time to
time you may be awarded additional options based on
their availability in our stockholder approved plan and
your performance.
4. Termination and Severance: If your employment is
terminated by us for any reason and you release the
company from any liability in relation to your
employment, you will receive a separation payment equal
to your then current yearly base salary, to be paid
monthly over the next year, except if it is determined
by the company that you have committed fraud or have
committed a crime relating to your duties and
employment. In addition, the company will pay your
health insurance COBRA contribution for 18 months.
5. We will enter into a change of control agreement so
that upon constructive termination after a change of
control event you can elect to leave the company within
90 days of such constructive termination and receive 200%
of the separation payment in #4 above. This amount will be
paid in a lump sum or in 24 monthly installments at
your option.
6. You will report to the HemaCare Board of Directors and
directly to me as Chairman and the Board's representative.
7. You will be eligible for all the employee benefits and
programs offered by HemaCare.
8. You will receive a car allowance of $1,000 per month.
We are looking forward to your joining the HemaCare team and
the contributions you will make toward our success. To
accept this offer of employment, please sign below and
return to Linda McDermott, Director of Human Resources, with
in five days of receipt.
Very truly yours, Accepted:
/s/ Jay Steffenhagen /s/ Judi Irving
__________________________ ___________________________
Chairman of the Board Judi Irving
12/6/02
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