HAEMONETICS CORPORATION
2000 Long-Term Incentive Plan
1. Purpose of the Plan.
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The purpose of the 2000 Long-Term Incentive Plan (the "Plan") of
Haemonetics Corporation (the "Company") is to promote the interests of the
Company and its stockholders by strengthening the Company's ability to
attract and retain competent employees, officers, and directors and to
encourage ownership of the Company's stock by employees, officers, and
directors of the Company and its present and future subsidiaries upon whose
efforts and initiative the growth and success of the Company depends.
Under the Plan, stock options ("stock options" or "options") may be
designated as either incentive stock options meeting the requirements of
Section 422 of the Internal Revenue Code of 1986 (the "Code"), or non-
qualified options which are not intended to meet the requirements of the
Code.
2. Stock Subject to the Plan.
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(a) The maximum number of shares ("shares") of common stock, $.01
par value, of the Company ("Common Stock") available for stock options
granted under the Plan shall be 3,500,000 shares of Common Stock. The
maximum number of shares of Common Stock available for grants of incentive
stock options under the Plan shall be 3,500,000. The maximum number of
shares of Common Stock available for grants shall be subject to adjustment
in accordance with Section 5 thereof. Shares issued under the Plan may be
authorized but unissued shares of Common Stock or shares of Common Stock
held in treasury.
(b) To the extent that any stock option shall lapse, terminate,
expire or otherwise be cancelled without the issuance of shares of Common
Stock, the shares of Common Stock covered by such grants shall again be
available for the granting of stock options. Further, if any stock option
is exercised through the full or partial payment of shares of Common Stock
owned by the optionee, shares equal in number to those tendered by the
optionee shall be added to the maximum number of shares available for
future grants under this Plan.
(c) Common Stock issuable under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall
be determined by the Committee.
(d) The maximum number of shares of the Company's Common Stock with
respect to which an option may be granted under the Plan to any employee in
any one fiscal year of the Company shall not exceed 500,000 shares (in the
aggregate for all such options taken together), subject to adjustment in
accordance with Section 5.
3. Administration of the Plan.
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The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors. The
Board may from time to time appoint a member or members of the Committee in
substitution for or in addition to the member or members then in office and
may fill vacancies on the Committee however caused. The Committee shall
choose one of its members as Chairman and shall hold meetings at such times
and places as it shall deem advisable. A majority of the members of the
Committee shall constitute a quorum and any action may be taken by a
majority of those present and voting at any meeting. Any action may also be
taken without the necessity of a meeting by a written instrument signed by
a majority of the Committee. The Committee shall have the full and
exclusive authority to interpret the Plan and to adopt, amend, and rescind
such rules and regulations as, in its opinion, may be advisable in the
administration of the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any option
agreement in the manner and to the extent it shall deem expedient to carry
the Plan into effect and shall be the sole and final judge of such
expediency. The decision of the Committee as to all questions pertaining to
the Plan shall be final, binding and conclusive on all persons. No
Committee member shall be liable for any action or determination made in
good faith.
4. Options.
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(a) Options granted pursuant to the Plan shall be authorized by
action of the Committee and may be designated as either incentive stock
options meeting the requirements of the Code or non-qualified options which
are not intended to meet the requirements of the Code, the designation to
be in the sole discretion of the Committee. Options designated as incentive
stock options that do not continue to meet the requirements of Section 422
of the Code shall be redesignated as non-qualified options automatically
without further action by the Committee on the date such failure to
continue to meet the requirements of Section 422 of the Code occurs.
(b) Options designated as incentive stock options may be granted
only to employees and officers of the Company or of any "subsidiary
corporation" as defined in Section 424 of the Code and the Treasury
Regulations promulgated thereunder (the "Regulations"). Options designated
as non-qualified options may be granted to employees, officers, and
directors of the Company or of any of its subsidiaries. In determining a
person's eligibility to be granted an option, the Committee shall take into
account the person's position and responsibilities, the nature and value to
the Company or its subsidiaries of such person's service and
accomplishments, such person's present and potential contribution to the
success of the Company or its subsidiaries, and such other factors as the
Committee may deem relevant.
(c) No option designated as an incentive stock option shall be
granted to any employee of the Company or any subsidiary corporation if
such employee owns, immediately prior to the grant of an option, stock
representing more than 10% of the voting power or more than 10% of the
value of all classes of stock of the Company or a parent or a subsidiary
corporation, unless the purchase price for the stock under such option
shall be at least 110% of its fair market value at the time such option is
granted and the option, by its terms, shall not be exercisable more than
five years from the date it is granted. In determining the stock ownership
under this paragraph, the provisions of Section 424(d) of the Code shall be
controlling. In determining the fair market value under this paragraph, the
provisions of subparagraph (e) below shall apply.
(d) Each option shall be evidenced by an option agreement (the
"Agreement") duly executed on behalf of the Company and by the optionee to
whom such option is granted, which Agreement shall comply with and be
subject to the terms and conditions of the Plan. The Agreement may contain
such other terms, provisions and conditions which are not inconsistent with
the Plan (including pre-established performance objectives and forfeiture
of option gain for competition with the Company) as may be determined by
the Committee, provided that options designated as incentive stock options
shall meet all of the conditions for incentive stock options as defined in
Section 422 of the Code. The date of grant of an option shall be as
determined by the Committee. More than one option may be granted to an
optionee.
(e) The option price or prices of shares of the Company's Common
Stock for non-qualified and incentive stock options shall be no less than
the fair market value of such Common Stock at the time the option is
granted as determined by the Committee. Except for adjustments pursuant to
Section 5(a) (relating to the adjustment of shares), the exercise price for
any outstanding option granted under the Plan may not be decreased after
the date of grant nor may an outstanding option granted under the Plan be
surrendered to the Company as consideration for the grant of a new option
with a lower exercise price.
(f) An option granted under the Plan may provide in the Agreement
for the payment of the exercise price by (1) delivery of cash or a check
payable to the order of the Company in an amount equal to the exercise
price of such option, (2) delivery of certificates of shares of Common
Stock of the Company owned by the optionee and acceptable to the Committee
having a fair market value equal in amount to the exercise price of the
option being exercised, or attestation of beneficial ownership of such
shares, (3) authorizing a third party to sell shares of Common Stock (or a
sufficient portion of the shares) acquired upon exercise of the option and
remitting to the Company a sufficient portion of the sales proceeds to pay
the exercise price, (4) using the proceeds of a recourse loan from the
Company to pay the exercise price, or (5) any combination thereof. The fair
market value of any shares of the Company's Common Stock which may be
delivered (actually or by attestation) upon exercise of an option shall be
determined by the Committee.
(g) To the extent that the right to purchase shares under an option
has accrued and is in effect, an option may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
person or persons exercising the option, to the Company, stating the number
of shares with respect to which the option is being exercised, accompanied
by payment in full for such shares as provided in subparagraph (f) above.
(h) Each option granted under the Plan shall, subject to Section 5
hereof, be exercisable at such time or times and during such period as
shall be set forth in the Agreement; provided, however, that no option
granted under the Plan shall have a term in excess of ten (10) years from
the date of grant.
(i) Except as provided in the Agreement, the right of any optionee
to exercise any option granted to him or her shall not be assignable or
transferable by such optionee otherwise than by will or the laws of descent
and distribution, and any such option shall be exercisable during the
lifetime of such optionee only by him or her. Any option granted under the
Plan shall be null and void and without effect upon any attempted
assignment or transfer, except as herein 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 such option.
5. Recapitalizations, Reorganizations, and Other Adjustments.
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(a) In the event that the outstanding shares of the Common Stock of
the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by
reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, spin-off,
distribution of assets, or dividends payable in capital stock, appropriate
adjustment shall be made in the number and kind of shares as to which
options may be granted under the Plan (including the share limits of
Sections 2(a) and 2(d)), and as to which outstanding options or portions
thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the optionee shall be maintained as before the
occurrence of such event; such adjustment in outstanding options shall be
made without change in the total price applicable to the unexercised
portion of such options and with a corresponding adjustment in the option
price per share.
(b) In addition, unless otherwise determined by the Committee in
its sole discretion, in the case of any (1) sale or conveyance to another
entity of all or substantially all of the property and assets of the
Company, or (2) Change in Control (as hereinafter defined) of the Company,
the purchaser(s) of the Company's assets or stock may, in his, her or its
discretion, deliver to the optionee the same kind of consideration that is
delivered to the shareholders of the Company as a result of such sale,
conveyance or Change in Control, or the Committee may cancel all
outstanding options in exchange for consideration in cash or in kind which
consideration in both cases shall be equal in value to the value of those
shares of stock or other securities the optionee would have received had
the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to
such sale, conveyance or Change in Control, less the option price therefor.
Upon receipt of such consideration by the optionee, his or her option shall
immediately terminate and be of no further force and effect. The value of
the stock or other securities the optionee would have received if the
option had been exercised shall be determined in good faith by the
Committee, and in the case of shares of the Common Stock of the Company, in
accordance with the provisions of Section 4(e) hereof. The Committee may
provide in any Agreement that the vesting of any option shall automatically
accelerate in full or in part upon such a sale, conveyance, Change in
Control, or other similar event. The Committee shall also have the power
and right to accelerate the exercisability of any options, notwithstanding
any limitations in this Plan or in the Agreement upon such a sale,
conveyance or Change in Control. Upon such acceleration, any options or
portion thereof originally designated as incentive stock options that no
longer qualify as incentive stock options under Section 422 of the Code as
a result of such acceleration shall be redesignated as non-qualified stock
options. 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.
(c) Upon dissolution or liquidation of the Company, all options
granted under this Plan shall terminate, but each optionee (if at such time
in the employ of or otherwise associated with the Company or any of its
subsidiaries) shall have the right, immediately prior to such dissolution
or liquidation, to exercise his or her option to the extent then
exercisable.
(d) In the case of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization, liquidation or other
similar transaction, to which Section 424(a) of the Code applies, then,
notwithstanding any other provision of the Plan, the Committee may grant an
option or options upon such terms and conditions as it may deem appropriate
for the purpose of assumption of the outstanding options, or substitution
of new options for the outstanding option, in conformity with the
provisions of such Section 424(a) of the Code and the Regulations
thereunder, and any such action shall not reduce the number of shares
otherwise available for issuance under the Plan.
(e) No fraction of a share shall be purchasable or deliverable upon
the exercise of any option, but in the event any adjustment hereunder of
the number of shares covered by the option shall cause such number to
include a fraction of a share, such number shall be adjusted to the nearest
smaller whole number of shares.
6. No Special Employment Rights.
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Nothing contained in the Plan or in any option granted under the Plan
shall confer upon any option holder any right with respect to the
continuation of his or her employment by the Company (or any subsidiary) or
interfere in any way with the right of the Company (or any subsidiary),
subject to the terms of any separate employment agreement to the contrary,
at any time to terminate such employment or to increase or decrease the
compensation of the option holder from the rate in existence at the time of
the grant of an option. Whether an authorized leave of absence, or absence
in military or government service, shall constitute termination of
employment shall be determined by the Committee at the time.
7. Withholding.
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As a condition of the exercise of any option granted under the Plan
and the delivery of any shares, the option holder and any permitted
transferees or beneficiaries shall make such arrangements as the Committee
may require for the satisfaction of all applicable tax withholding
obligations. With the approval of the Committee, which it shall have sole
discretion to grant, and on such terms and conditions as the Committee may
impose, the option holder may satisfy the foregoing condition by electing
to have the Company withhold from delivery shares having a value equal to
the minimum amount of tax required to be withheld. The Committee shall also
have the right to require that shares be withheld from delivery to satisfy
such condition.
8. Restrictions on Issue of Shares.
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(a) Notwithstanding the provisions of Section 7, the Company may
delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until the delivery or
distribution of any shares under this Plan complies with all applicable
laws (including without limitation, the Securities Act of 1933, as
amended), and with the applicable rules of any stock exchange upon which
the shares of the Company are listed or traded.
(b) It is intended that all exercises of options shall be
effective, and the Company shall use its best efforts to bring about
compliance with all applicable legal and regulatory requirements within a
reasonable time, except that 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 purpose of
covering the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.
9. Approval of Stockholders.
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The Plan shall be subject to approval by a vote of Company
stockholders within twelve (12) months after the adoption of the Plan by
the Board of Directors of the Company and shall take effect as of the date
of adoption by the Board upon such stockholder approval. The Committee may
grant options under the Plan prior to such approval, but any such option
shall be conditioned on such approval and, accordingly, no such option may
be exercisable prior to such approval.
10. Termination and Amendment.
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Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the
Board of Directors of the Company. The Board of Directors may at any time
terminate the Plan or make such modification or amendment thereof as it
deems advisable; provided, however, that except as provided in this Section
10, the Board of Directors may not, without the approval of the
stockholders of the Company obtained in the manner stated in Section 9,
make any change in the Plan which (i) requires stockholder approval under
applicable law or regulations, (ii) increases the number of shares
available for stock options, (iii) expands the class of participants
eligible to receive stock option grants under the Plan, or (iv) materially
increases benefits available under the Plan by expanding the types of
permissible awards (such as by authorizing the grant of stock awards or
stock appreciation rights). The Committee may terminate, amend, or modify
any outstanding option without the consent of the option holder, provided
however, that, except as provided in Section 5, without the consent of the
optionee, the Committee shall not change the number of shares subject to an
option, nor the exercise price thereof, nor extend the term of such option.
11. Limitation of Rights in the Option Shares.
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An optionee shall not be deemed for any purpose to be a stockholder
of the Company with respect to any of the options except to the extent that
the option shall have been exercised with respect thereto and, in addition,
a certificate shall have been issued theretofore and delivered to the
optionee.
12. Notices.
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Any communication or notice required or permitted to be given under
the Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: General Counsel, and, if to an optionee, to the address as
appearing on the records of the Company.
13. Governing Law.
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The Plan and all determinations made and actions taken with respect
thereto shall be governed by the laws of the Commonwealth of Massachusetts,
without regard to its conflict of law rules.
Approved by the Stockholders: December 14, 2000