Form of Executive Severance Agreement between the Company and executive officers other than Christopher A. Simon

This Executive Severance Agreement (this “Agreement”) is made effective on Insert Date (the “Effective Date”), between Haemonetics Corporation, a Massachusetts corporation with its principal offices at 400 Wood Road, Braintree, Massachusetts, 02184 (herein referred to as the “Company”), and Name (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties” and individually referred to as a “Party.”

(i)    the Executive is indicted for, convicted of, or pleads guilty or nolo contendere to a felony or any other crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety;

(ii)     the Executive willfully fails to substantially perform the Executive’s duties with Company, including lawful directives of the Board, other than any failure resulting from incapacity due to physical or mental illness, provided, however, that the Company has given the Executive a written demand for substantial performance, that specifically identifies the areas in which the Executive’s performance is substandard, and the Executive has not cured such failure within 30 days after delivery of the demand or such failure is not curable or is part of a pattern of a habitual breach of duties;

(iii)    the Executive materially breaches the terms of any Restrictive Covenants (as defined below in Paragraph 13) or other similar provisions in an agreement between the Company and the Executive;

(iv)    the Executive fails to devote substantially all of the Executive’s working time to the Company’s affairs except as may be authorized in writing by the Board or the Company’s Chief Executive Officer;

    

(v)    the Executive violates a material term of the Company’s Code of Conduct or other similar policy, which violation the Executive does not cure to the Company’s reasonable satisfaction within 30 days following the Executive’s receipt of written notice from the Company that describes the violation in reasonable detail, and which violation causes or could reasonably be expected to cause material harm to the Company;

(vi)    the Executive attempts to secure any improper personal profit or benefit in connection with the Company’s business;

(vii)    the Executive’s performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty, or misappropriation of the Company’s property; or

(viii)    the Executive engages in willful misconduct in connection with the Executive’s employment or a breach of fiduciary duty to the Company.

No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in, or not opposed to, the best interests of the Company or its subsidiaries. “Cause” shall not include or be predicated upon any act or omission by the Executive which is taken or made (a) at the lawful direction of the Board of Directors; (b) in good faith, under the Executive’s reasonable belief that the act or omission was in the best interests of the Company; (c) pursuant to the advice of the Company’s counsel; or (d) to comply

with a lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena.

(c)    “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (after applying the presumptions in Treas. Reg. Sec. 1.409A-1(h)).

(a)    Salary Amount. Subject to the Executive’s continued compliance with the requirements of Paragraphs 5 and 13 below, the Company will pay to the Executive, in accordance with Paragraph 3(f) below, an amount equal to one times the Executive’s base salary at the annualized rate which was being paid by the Company and/or its subsidiaries to the Executive immediately prior to the Qualifying Termination (the “Salary Component”).

(b)    Payment for Welfare Benefits. Subject to the Executive’s continued compliance with the requirements of Paragraphs 5 and 13 below, the Company will pay to the Executive, in accordance with Paragraph 3(f) below, an amount equal to (i) the approximate cost of the Company’s portion of the monthly premium for the Executive’s medical and dental insurance coverages as in effect immediately prior to the Separation from Service, multiplied by (ii) twelve (12) (together with the

Salary Component, the “Cash Severance”). For avoidance of doubt, medical coverage for this purpose shall include medical coverage provided to non-employees covered with the Executive under the Company sponsored plan, policy or program at the time of the Qualifying Termination.

(c)    Pro Rata Bonus. Subject to the Executive’s continued compliance with the requirements of Paragraphs 5 and 13 below, the Company shall pay the Executive a Pro Rata Bonus with respect to the fiscal year in which the Executive’s termination of employment occurs. A “Pro Rata Bonus” means the amount of the annual cash bonus that the Executive would have earned if Executive had remained actively employed with the Company through the applicable payment date based on the Company’s actual performance and assuming full achievement of any individual performance goals multiplied by a fraction, the numerator of which is the number of days from the beginning of the Company’s then current fiscal year to the date of actual Separation from Service and the denominator of which is 365. The provisions of this Paragraph 3(c) shall apply notwithstanding any contrary term of any bonus or incentive program that would require the Executive to remain employed until the date of payment. In determining the amount of the Pro Rata Bonus, the Company shall apply any negative discretion pertaining to Company performance goals under the annual incentive program in good faith and in the same manner as applies to other similarly situated Executives. The Company shall pay the Pro Rata Bonus at the same time it pays bonuses to similarly situated executives, but in no event later than the 15^th day of the third month following the end of the fiscal year to which the Pro Rata Bonus relates. In the event that a Qualifying Termination occurs before the payment of the annual cash bonus for the immediately preceding fiscal year, the provisions of this Paragraph 3(c) shall also apply to such bonus, without any pro rata reduction and assuming full achievement of any individual performance goals.

(d)    Outplacement Services. Subject to the Executive’s continued compliance with the requirements of Paragraphs 5 and 13 below, the Executive shall be entitled to outplacement services by a senior counselor of a firm nationally recognized as a reputable national provider of such services for a period not to exceed twelve (12) months following Separation from Service, plus evaluation testing, at a location mutually agreeable to the Parties. Services under this Paragraph 3(d) will be provided by an outside organization selected and paid for by the Company. If the Executive elects not to take advantage of such program within thirty (30) days of the Executive’s Qualifying Termination, unless otherwise agreed in writing by the Parties, the Company will not be obligated to provide this service. In no circumstance will the Company pay cash to the Executive in lieu of the use of these services.

(e)    Limits on Severance Benefits.

due to the Executive’s death or Disability. Except as otherwise provided in Paragraph 3(e)(ii) below, the Severance Benefits shall be in lieu of any other severance benefits otherwise payable by the Company to the Executive and shall be subject to reduction due to application of the 280G Cap (as defined in Paragraph 4(a) below). No Severance Benefits shall be paid unless the Executive has timely executed a release that is not revoked as provided under Paragraph 5 below.

(f)    Timing. Provided that, in accordance with Paragraph 5 below, the Executive has timely executed a release that is not revoked, the Cash Severance shall be paid to the Executive in approximately equal installments over the course of one year following Separation from Service in accordance with the Company’s regular payroll practices, beginning on the first regularly scheduled payroll date of the Company following the date on which the release becomes effective in accordance with its terms; provided that in the event the Cash Severance constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, payments shall begin on the sixtieth (60^th) day following the date of the Qualifying Termination and the first installment shall include payment of any amount that was otherwise scheduled to be paid prior thereto. The Company will withhold from the Severance Benefits taxes and other authorized deductions. The Company will pay the Severance Benefits only after the Executive has timely executed a release that is not revoked as provided under Paragraph 5 below.

(g)    Equity Vesting. The vesting schedule of any outstanding options to purchase shares of the Company’s common stock and/or restricted stock units, performance shares units or other forms of equity award shall not be accelerated in the event of a Qualifying Termination, unless specifically provided to the contrary in the applicable award agreement or by subsequent action by the Board.

(h)    Qualifying Termination. A “Qualifying Termination” means termination of employment for any reason other than because (i) the Executive dies or becomes Disabled, (ii) the Company terminates the Executive’s employment for Cause, or (iii) the Executive resigns from employment for any reason. Notwithstanding the foregoing, the Executive will not be entitled to any of the Severance Benefits if the Company determines in accordance with the terms of this Agreement, within 90 days after the Executive’s termination of employment, that the Executive’s conduct prior to the Executive’s termination of employment would have warranted a termination of employment for “Cause” pursuant to Paragraphs 1(a)(iii), 1(a)(vi), or 1(a)(vii) of this Agreement or if, after the Executive’s termination, the Executive has violated the terms of any of the Restrictive Covenants.

notification that an overpayment has been made, the amount of such payments in excess of the 280G Cap.

any right of the Executive hereunder. This Paragraph 7 will apply in the event of any subsequent merger or consolidation or transfer of assets.

In the event of any merger, consolidation or sale of assets described above, nothing contained in this Agreement will detract from or otherwise limit the Executive’s right to or privilege of participation in any restricted stock plan, bonus or incentive plan, stock option or purchase plan, profit sharing, pension, group insurance, hospitalization or other compensation or benefit plan or arrangement which may be or become applicable to officers of the corporation resulting from such merger or consolidation or the Acquiring Entity acquiring such assets of the Company.

In the event of any merger, consolidation or sale of assets described above, references to the Company in this Agreement shall, unless the context suggests otherwise, be deemed to include the Acquiring Entity.

(a)    The Parties agree that any legal disputes (including but not limited to claims arising under federal or state statute, contract, tort, or public policy) that may occur between

the Company and the Executive, and that arise out of, or are related in any way to, your employment with or termination of employment from the Company or the termination of this Agreement, and which disputes cannot be resolved informally, will be resolved exclusively through final and binding arbitration. The Parties will be precluded from raising in any other forum, including, but not limited to, any federal or state court of law, or equity, any claim arising under or pertaining to this Agreement which could be raised in arbitration, provided, however, that nothing in this Agreement precludes the Executive from filing a charge or from participating in an administrative investigation of a charge before an appropriate government agency or the Company from initiating an arbitration over a matter covered by this Agreement.

(b)    Each Party may demand arbitration, no later than three hundred (300) days after the date on which the claim arose, by submitting to the other party a written demand which states: (i) the claim asserted, (ii) the facts alleged, (iii) the applicable statute or principal of law (e.g., breach of contract) upon which the demand is based, and (iv) the remedy sought. Any response to such demand must be made, in writing, within twenty (20) days after receiving the demand, and will specifically admit or deny each factual allegation.

(c)    Arbitration timely initiated under this Paragraph 11 will be conducted in Boston, Massachusetts or at such other location as may be agreeable to the Parties, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect on the date of such arbitration (the “Rules”), and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The award of the arbitrator shall be final and binding and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues or accountings presented to the arbitrator.

(d)    The Parties agree that the arbitration shall be conducted by one (1) person mutually acceptable to the Company and the Executive, provided that if the Parties cannot agree on an arbitrator within thirty (30) days of filing a notice of arbitration, the arbitrator shall be selected by the manager of the principal office of the American Arbitration Association in Suffolk County in the Commonwealth of Massachusetts. Any action to enforce or vacate the arbitrator’s award shall be governed by the federal Arbitration Act, if applicable, and otherwise by applicable state law.

(e)    If either Party pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding Party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.

(f)    All of the Executive’s reasonable costs and expenses incurred in connection with such arbitration shall be paid in full by the Company promptly on written demand from the Executive, including the arbitrators’ fees, administrative fees, travel

expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys’ fees; provided, however, the Company shall pay no more than $50,000 per year in attorneys’ fees unless a higher figure is awarded in the arbitration, in which event the Company shall pay the figure awarded in the arbitration.

(g)    Reimbursement of reasonable costs and expenses under Paragraph 11(f) above shall be administered consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (i) the Executive’s eligibility for benefits in one year will not affect the Executive’s eligibility for benefits in any other year; (ii) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred; and (iii) the Executive’s right to benefits is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, if the Executive is a “specified employee” for purposes of Section 409A of the Code, reimbursement for benefits under Paragraph 11(f) above shall be made in accordance with the six (6)-month delay rules under Treas. Reg. § 1.409A-3(i)(2).

(h)    The Executive acknowledges and agrees that this arbitration provision constitutes a voluntary waiver of trial by jury in any action or proceeding to which the Executive or the Company may be parties arising out of or pertaining to this Agreement.

(i)    Notwithstanding anything to the contrary contained in this Paragraph 11, the Company and the Executive agree that the Company has the right to seek injunctive or other equitable relief from a court of competent jurisdiction with respect to the enforcement of any obligations the Executive has pursuant to the Restrictive Covenants (as defined in Paragraph 13 below).

person or persons entitled thereto under the Executive’s will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to the Executive’s estate. The term “beneficiary” as used in this Agreement shall mean the beneficiary or beneficiaries so designated by the Executive to receive such amount or, if no such beneficiary is in existence at the time of the Executive’s death, the legal representative of the Executive’s estate.

on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile, (c) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: at the address (or to the facsimile number) shown on the records of the Company.

If to the Company:

General Counsel

Haemonetics Corporation

400 Wood Road

Braintree, MA 02184

or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereto duly authorized, and the Executive has signed this Agreement.

By: __________________________

        

_____________________________

Name: