Exhibit 99.3
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is entered into
effective as of January 2, 2003, (the "Effective Date"), between Thomas D.
Headley (the "Executive") a resident at 1426 Moraine Drive, Vail, CO 81657,
and Haemonetics Corporation (the "Company"), a Massachusetts corporation
with its principal executive offices at 400 Wood Road, Braintree,
Massachusetts 02184.
ARTICLE 1. EMPLOYMENT OF EXECUTIVE
1.1 Employment. Subject to the terms and conditions of this Agreement, the
Company agrees to employ Executive in a full-time capacity to serve as
Executive Vice President, Business Unit Group & Corporate R&D, of the
Company, and to perform such specific duties as may reasonably be assigned
to Executive from time to time by the Company's President and Chief
Executive Officer for the period commencing as of the Effective Date and
continuing until May 1, 2003. Executive hereby accepts such employment for
the term hereof.
1.2 Full-Time Commitment. During the period of Executive's employment with
the Company, Executive will, unless prevented by ill health, devote his
entire attention and business time to the performance of his duties
hereunder for the business of the Company. It is expressly agreed that
Executive shall not be required to reside in Massachusetts during the term
of the Agreement, provided however that he shall be a available to travel to
Braintree, Massachusetts at Company expense, at mutually agreed times.
1.3 Future Consulting Agreement. It is the parties' express intent to
negotiate a consulting agreement, between Mr. Headley and the Company, upon
mutually satisfactory terms, for the period May 1, 2003 to May 1, 2004. The
scope of the Consulting Agreement will include: serving as a transition
resource to new R&D leadership, consulting on the architecture of future
product families and attending quarterly New Product Portfolio meetings.
ARTICLE 2. COMPENSATION
For all services to be rendered by Executive to the Company pursuant
to this Agreement, the Company shall pay to Executive the compensation and
provide for Executive the benefits set forth below:
2.1 Base Salary and special bonuses. The Company shall pay to Executive a
base salary at the rate of $246,000 per annum. In addition, the Executive
shall be paid a retention bonus of $85,000 if he remains a full
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time employee until May 1, 2003 and, in addition, if a mutually agreeable
consulting agreement as outlined above is agreed to by that time. In
addition, the Executive shall be paid a bonus equal to three (3) months base
salary if the Company receives a CE mark approval for the Red Cell Collector
by May 31, 2003.
2.2 Fringe Benefits. During the term of Executive's employment hereunder
the Company shall provide Executive with such benefits as are generally made
available by the Company to its other full-time executive employees,
including four weeks of vacation annually, and including reasonable travel
expenses incurred while engaged in Company business. For a period not to
exceed eighteen (18) months after May 1, 2003, provided Executive shall have
complied with all terms of this Agreement, the Company shall pay 100% of the
premium for Executive's continued participation in the Company's health care
program, under COBRA, and for Executive's continued participation in the
Company's disability and life insurance programs as permitted under law or
by such programs.
ARTICLE 3. TERMINATION
3.1 Term. Unless earlier terminated as herein provided, Executive's
employment pursuant to this Employment Agreement shall begin on the
Commencement Date and shall continue until May 1, 2003.
3.2 Termination for Cause - by the Company. The Company may terminate
Executive's employment for "Cause" upon the occurrence of any of the
following events:
(i) Executive shall have engaged in (A) any misappropriation of
funds, properties or assets of the Company, (B) any malicious material
damage or destruction of any property or assets of the Company,
whether resulting from Executive's willful action or omissions or
negligence, or (C) any knowing falsification of any books, records,
documents of systems of the Company.
(ii) Executive shall (A) have been convicted of a crime involving
moral turpitude or constituting a felony, or (B) commit or knowingly
allow to be committed any illegal material action on any premises of,
or involving any property or assets of, the Company.
3.3 Termination for Cause - by Executive. Executive may terminate his
employment with the Company for "Cause" upon the occurrence of any of the
following events:
(i) The Company shall breach any of the material provisions of the
Agreement and such breach shall remain uncured by or on behalf of the
Company within thirty (30) days following its receipt of notice from
the Executive, which specifically identifies the manner in which it is
alleged that Company committed such breach;
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(iii) A materially adverse change in the responsibilities assigned to
Executive by the Company or in the compensation and benefits paid by
Company to the Executive shall have occurred such material adverse
change shall remain uncured by or on behalf of the Company within
thirty (30) days following its receipt of notice from Executive
specifically identifying such material adverse change; or
3.5 Death. In the event of the death of Executive, Executive's employment
by the Company shall automatically terminate as of the date of his death.
3.6 Disability. In the event of the Disability of Executive, as defined
herein, the Company may terminate Executive's employment hereunder upon
written notice to Executive. The term "Disability" shall mean the inability
of Executive to perform substantially his material duties hereunder due to
physical or mental disablement which continues for a period of thirty (30)
consecutive days, as determined by an independent qualified physician
mutually acceptable to the Company and Executive (or his personal
representative) or, if the Company and Executive (or such representative)
are unable to agree on an independent qualified physician, as determined by
a panel of three physicians, one designated by the Company, one designated
by Executive (or his personal representative) and one designated by the two
physicians so designated.
ARTICLE 4. SEVERANCE PAYMENTS AND BENEFITS
4.1 Termination Events Resulting in Severance Payments. In the event of
the termination of the Executive's employment:
(i) by the Company without "Cause," or
(ii) under Section 3.3,
the Company shall pay Executive, as a severance payment, an amount equal to
all of Executive's base salary remaining to be paid under this employment
agreement. Such payment shall be made in monthly installments during the
period commencing on the date such termination occurs and ending effective
May 1, 2003.
4.2 Benefits. If Section 4.1 is applicable, the Company shall also provide
to Executive until May 1, 2003, at the Company's expense, such benefits as
are in effect and applicable to Executive as of the Termination Date, except
to the extent expressly prohibited by the terms of such benefit plan,
program or policies.
4.3 Comparable Benefits: Continuation of Benefits. If by operation of law
or under the terms of the relevant plan, program or policy, Executive is not
eligible to receive payments or benefits described in the
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foregoing Section 4.2 during the Severance Period, then the Company may
choose to provide to Executive substantially equivalent benefits or, at
Executive's election, the cash value of equivalent benefits. By way of
example, this provision shall apply to benefits or payments payable under
the Company's medical, dental, life and long term disability programs, as
well as the Company's matching contribution under the 401(k) plan. This
provision shall not apply to group travel accident coverage or to the
Company's Employee Stock Purchase Plan, which shall terminate upon
termination of employment.
ARTICLE 5. PROPRIETARY INFORMATION AND NON-COMPETITION
5.1 For the purposes of this Article, the following shall have the
designated meanings.
5.1.1. Proprietary Information: Information of value to the Company
and not generally available to the public of whatever kind of nature
disclosed to Executive or known by Executive (whether or not invented,
discovered or developed by Executive) as a consequence of or through
Executive's employment with the Company. Proprietary Information
shall include information relating to the design, manufacture,
application, know-how, research and development relating to the
Company's products, possible new products, sources of supply and
materials, operating and other cost data, lists of present, past, or
prospective customers, customer proposals, price lists and data
relating to pricing of the Company's products or services, and shall
specifically include all information contained in manuals, memoranda,
formulae, plans, drawings and designs, specifications, supply sources,
and records of the Company legend or otherwise identified by the
Company as Proprietary Information, whether learned by Executive
prior to or after the date hereof.
5.1.2 Concepts and Ideas: Those concepts and ideas, in the area of
blood processing, known to Executive relating to the Company's present
and prospective activities and products.
5.1.3 Inventions: Discoveries and developments, in the area of blood
processing, whether or not patentable. Such terms shall not be
limited to the meaning of "invention" under the United States Patent
Laws.
5.2 All Inventions which are at any time "made" i.e., conceived or reduced
to practice by Executive, acting alone or in conjunction with others,
during or in connection with Executive's employment (or, if based on or
related to Proprietary Information, "made" by Executive within twelve (12)
months after the termination of such employment) and those Concepts and
Ideas held by Executive shall be the property of the Company, free of any
reserved or other rights of any kind on Executive's part in respect
thereof.
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5.3 Executive will promptly make full disclosure to the Company in writing
to the Chief Executive Officer of any such Inventions and Concepts.
Further, Executive will, at the Company's costs and expense, promptly
execute formal applications for patents and also do all other acts and
things (including, among other, the execution and delivery of instruments of
further assurance or confirmation) deemed by the Company to be necessary or
desirable at any time or times in order to effect the full assignment to the
Company of all right and title to such Inventions and Concepts and Ideas,
without, during the term of this Agreement, further compensation. The
absence of a request by the Company for information, or for the making of an
oath, or for the execution of any document, shall in no way be construed to
constitute a waiver of the Company's rights under this Agreement
5.4 Except as required by Executive's duties hereunder, Executive will not,
directly or indirectly, use, publish, disseminate, or otherwise disclose any
Proprietary Information, Concepts and Ideas or Inventions without the prior
written consent of the Company.
5.5. All documents, procedural manuals, guides, specifications, plans,
drawings, designs and similar materials, lists of present, past or
prospective customers, customer proposals, invitations to submit proposals,
price lists and data relating to pricing of the Company's products and
services, records, notebooks and similar repositories of or containing
Proprietary Information and Inventions, including all copies thereof, that
come into Executive's possession or control by reasons of Executive's
employment, whether prepared by Executive or others, are the property of the
Company, will not be used by Executive in any way adverse to the Company,
will not be removed from the Company's premises except as Executive's normal
duties require and, at the termination of Executive's employment with the
Company, will be left with or forthwith returned by Executive to the
Company.
5.6 During the time Executive is an employee of the Company and for a
period of one (1) year thereafter, unless with the prior written consent of
Company, Executive will not engage in any activity, on his own behalf or on
behalf of any competitor of the Company, which is in the field of blood
processing and involves activities similar to those performed at the
Company, nor will the Executive endeavor to entice away from the Company any
employee whether on Executive's behalf or on the behalf of another while
Executive is an employee and for a period of one (1) year thereafter.
ARTICLE 6. MISCELLANEOUS
6.1 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
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6.2 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors and
assigns. If Executive should die while any amount due to him at such time
remains unpaid, such amount, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to his devisee, legatee or
other designee or if there is no such designee, to his estate.
6.3 Assignment. Except as otherwise provided in Section 5.4, neither this
Agreement nor any rights or obligations hereunder shall be assignable by
either party hereto without the prior written consent of the other party.
6.4 Obligation of the Company's Successors. Any successor to the business
of the Company, whether directly or indirectly by merger, consolidation,
recapitalization, combination, purchase of stock, purchase of assets or
otherwise, shall succeed to the rights and obligations of the Company
hereunder. The Company will require any such successor to expressly assume
and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place.
6.5 Notices. All notices, requests, demands and other communications to be
given pursuant to this Agreement shall be in writing and shall be in writing
and shall be deemed to have been duly given if delivered by hand or mailed
by registered or certified mail, return receipt requested, postage prepaid,
as follows:
If to the Company, to:
Haemonetics Corporation
400 Wood Road
Braintree, MA 02184
Attention: James L. Peterson, CEO
If to Executive, to: Thomas D. Headley
1426 Moraine Drive
Vail, CO 81657
or such other address as either party hereto shall have designated by notice
in writing to the other party.
6.6 Amendments. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Executive and such officer of the Company as may be
specifically designated by the Company's Board of Directors. No waiver by
either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or
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provision of the Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.
6.7 Authorization and Governing Law. This Agreement has received all
required authorizations, and the legal relations between the parties hereto
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
6.8 Severability. In case of any provision hereof shall, for any reason,
be held to be invalid or unenforceable in any respect, such invalidity or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision
had not been included herein. If any provision hereof shall, for any
reason, be held by a court to be excessively broad as to duration,
geographical scope, activity or subject matter, it shall be construed by
limiting and reducing it to make it enforceable to the extent compatible
with applicable law then in effect.
6.9 Withholding. Any payments provided for hereunder shall be paid after
deducting any applicable withholding required under federal, state or local
law.
6.10 Entire Agreement. This Agreement sets for the entire agreement of the
parties hereto in respect of the subject matter contained herein, and
supersedes the provisions of all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto with
respect to the subject matter hereof. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in
this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement under seal as of the date first above written.
Haemonetics Corporation
/s/ Thomas D. Headley /s/ James L. Peterson
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Thomas D. Headley By: James L. Peterson
Executive Vice President President and CEO
Business Unit Group and
Corporate R&D
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