Exhibit 10AA
------------
HAEMONETICS CORPORATION
1998 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
-------
The purpose of this Haemonetics Corporation 1998 Stock Option Plan for
Non-Employee Directors (the "Plan") is to attract and retain the services of
experienced and knowledgeable independent directors who are not employees
(sometimes referred to herein collectively as "Participants") of Haemonetics
Corporation ("Haemonetics" or the "Company") or its subsidiaries for the
benefit of Haemonetics and its stockholders and to provide additional
incentive for such Participants to continue to work in the best interests of
Haemonetics and its stockholders through continuing ownership of its common
stock.
2. SHARES SUBJECT TO THE PLAN
--------------------------
The total number of shares of common stock, par value $.01 per share
of Haemonetics ("Common Stock") available for stock options granted under
this Plan shall not exceed 500,000 shares in the aggregate, subject to
adjustment in accordance with Section 12 hereof. Shares issued under the
Plan may be authorized but unissued shares of Common Stock or shares of
Common Stock held in treasury. Options granted pursuant to the Plan shall
be authorized by action of the Board of Directors. Stock issuable upon the
exercise of an option granted under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall
be determined by the Board of Directors.
3. ADMINISTRATION OF THE PLAN
--------------------------
The Plan shall be administered by the Board of Directors. The Board
shall, subject to the provisions of this Plan, have the power to construe
this Plan, to determine all questions of interpretation and application of
the Plan and to adopt and amend such rules and regulations for the
administration of the Plan as the Board may deem desirable. No member of
the Board shall be liable for any action or determination made in good faith
with respect to this Plan or any option granted under it.
4. ELIGIBILITY
-----------
Members of the Board of Directors of Haemonetics who are not employees
of Haemonetics or its subsidiaries are eligible to be granted options under
the Plan.
5. OPTION AGREEMENT
----------------
Each option granted under the Plan shall be evidenced by an option
agreement (the "Agreement") duly executed on behalf of Haemonetics and by
the director to whom such option is granted, which Agreements shall (i)
comply with and be subject to the terms and conditions of the Plan and (ii)
provide that the optionee agrees to continue to serve as a director of
Haemonetics, during the term for which he or she was elected.
6. OPTION EXERCISE PRICE
---------------------
Subject to the provisions of Section 10 hereof, the option exercise
price for an option granted under the Plan shall be the fair market value of
the shares of the Common Stock of Haemonetics covered by the option on the
date of grant of the option. For the purposes hereof and Section 7, the
fair market value of the Common Stock of Haemonetics shall be the mean
between the high and low sales prices of the Common Stock of Haemonetics on
the New York Stock Exchange ("NYSE") on the date of grant, or (if the Common
Stock of Haemonetics did not trade on such date) on the most recent date
prior to the date of grant on which such trading occurred.
7. TIME AND MANNER OF EXERCISE OF OPTIONS
--------------------------------------
Each option granted under the Plan shall, subject to Section 8 and
Section 10 hereof, be exercisable at such time or times and during such
period as is determined by the Board of Directors and 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. To the
extent that the right to exercise an option has accrued and is in effect,
the 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 Haemonetics, stating the number of shares with respect to which
the option is being exercised, accompanied by payment in full for such
shares, which payment may be in cash or in whole or in part in shares of the
Common Stock of Haemonetics already owned for a period of at least six
months by the person or persons exercising the option, valued at fair market
value, as determined under Section 6 hereof, on the date of exercise. 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
Haemonetics to the person or persons exercising the option.
8. TERM OF OPTIONS
---------------
(a) Each option shall expire ten (10) years from the date of the
granting thereof, but shall be subject to earlier termination as herein
provided.
(b) In the event of the death of an optionee, the option granted to
such optionee may be exercised, to the extent the optionee was entitled to
do so on the date of such optionee's death, by the estate of such optionee
or by any person or persons who acquired the right to exercise such option
by bequest or inheritance or otherwise by reason of the death of such
optionee. Such option may be exercised at any time within one (1) year
after the date of death of such optionee, at which time the option shall
terminate, or prior to the date on which the option otherwise expires by its
terms, whichever is earlier.
(c) In the event that an optionee ceases to be a director of
Haemonetics, the option granted to such optionee may be exercised by him or
her, but only to the extent that under Section 7 hereof the right to
exercise the option has accrued and is in effect. Such option may be
exercised at any time within three (3) months after the date such optionee
ceases to be a director of Haemonetics, at which time the option shall
terminate, but in any event prior to the date on which the option expires by
its terms, whichever is earlier, unless termination as a director, (a) was
by Haemonetics for cause, in which case the option shall terminate
immediately at the time the optionee ceases to be a director of Haemonetics,
(b) was because the optionee has become disabled (within the meaning of
Section 22(e)(3) of the Code), or (c) was by reason of the death of the
optionee. In the case of death, see Section 8(b) above. In the case of
disability, the option may be exercised, to the extent then exercisable
under Section 7 hereof, at any time within one (1) year after the date of
termination of the optionee's directorship with Haemonetics, at which time
the option shall terminate, but in any event prior to the date on which the
option otherwise expires by its terms, whichever is earlier.
9. OPTIONS NOT TRANSFERABLE
------------------------
The right of any optionee to exercise an option granted to him or her
under the Plan shall not be assignable or transferable by such optionee
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. Any
option granted under the Plan 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.
10. RECAPITALIZATIONS, REORGANIZATIONS AND THE LIKE
-----------------------------------------------
(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, 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 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 Board in its sole
discretion, in the case of any (i) sale or conveyance to another entity of
all or substantially all of the property and assets of the Company or (ii)
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 Board 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 Board, and in the case of shares of the Common Stock of
the Company, in accordance with the provisions of Section 6 hereof. The
Board 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. 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
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) 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.
11. RESTRICTIONS ON ISSUE OF SHARES
-------------------------------
Notwithstanding the provisions of Section 7 hereof, Haemonetics may
delay the issuance of shares covered by the exercise of any option and the
delivery of a certificate for such shares until one of the following
conditions shall be satisfied:
(i) the shares with respect to which an option has been exercised are
at the time of the issue of such shares effectively registered under
applicable Federal and state securities acts now in force or hereafter
amended; or
(ii) counsel for Haemonetics shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that such shares
are exempt from registration under applicable Federal and state securities
acts now in force or hereafter amended.
It is intended that all exercises of options shall be effective.
Accordingly, Haemonetics shall use its best efforts to bring about
compliance with the above conditions within a reasonable time, except that
Haemonetics shall be under no obligation to cause a registration statement
or a post-effective amendment to any registration statement to be prepared
at its expense solely for the purpose of covering the issue of shares in
respect of which any option may be exercised, except as otherwise agreed to
by Haemonetics in writing.
12. RIGHTS OF HOLDER ON PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION
--------------------------------------------------------------------
Unless the shares to be issued upon exercise of an option granted
under the Plan have been effectively registered under the Securities Act of
1933, as now in force or hereafter amended, Haemonetics shall be under no
obligation to issue any shares covered by any option unless the person who
exercises such option, in whole or in part, shall give a written
representation and undertaking to Haemonetics which is satisfactory in form
and scope to counsel to Haemonetics and upon which, in the opinion of such
counsel, Haemonetics may reasonably rely, that he or she is acquiring the
shares issued pursuant to such exercise of the option for his or her own
account as an investment and not with a view to, or for sale in connection
with, the distribution of any such shares, and that he or she will make no
transfer of the same except in compliance with any rules and regulations in
force at the time of such transfer under the Securities Act of 1933, or any
other applicable law, and that if shares are issued without such
registration a legend to this effect may be endorsed upon the securities so
issued. In the event that Haemonetics shall, nevertheless, deem it
necessary or desirable to register under the Securities Act of 1933 or other
applicable statutes any shares with respect to which an option shall have
been exercised, or to qualify any such shares for exemption from the
Securities Act of 1933 or other applicable statutes, then Haemonetics shall
take such action at its own expense and may require from each optionee such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for
such purpose and may require reasonable indemnity to Haemonetics and its
officers and directors from such holder against all losses, claims, damages
and liabilities arising from such use of the information so furnished and
caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
under which they were made.
13. APPROVAL OF STOCKHOLDERS
------------------------
The Plan shall be subject to approval by the vote of stockholders
holding at least a majority of the voting stock of Haemonetics voting in
person or by proxy at a duly held stockholders' meeting, or by written
consent of all of the stockholders, and shall take effect immediately as of
its date of adoption upon such approval.
14. EXPENSES OF THE PLAN
--------------------
All costs and expenses of the adoption and administration of the Plan
shall be borne by Haemonetics, and none of such expenses shall be charged to
any optionee.
15. TERMINATION AND AMENDMENT OF PLAN
---------------------------------
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly approved by the
Board. The Board may at any time terminate this Plan or make such
modification or amendment thereof as it deems advisable.
16. LIMITATION OF RIGHTS IN THE OPTION SHARES
-----------------------------------------
An optionee shall not be deemed for any purpose to be a stockholder of
Haemonetics 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.
17. NOTICES
-------
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 Haemonetics, to its principal place of business,
attention: General Counsel, and, if to an optionee, to the address as
appearing on the records of Haemonetics.
APPROVED BY BOARD OF DIRECTORS: May 1, 1998