Exhibit 10
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EXECUTIVE EMPLOYMENT AGREEMENT --------------------------------------------------------------------------------
This Executive Employment Agreement (the "Agreement") is entered into effective as of November 1, 2004 (the "Effective Date") between Ulrich Eckert (the "Executive") a resident at Stockackerring 73, Kirchheim, Germany D-85551 on the one hand and Haemonetics S.A. (the "Company"), a Swiss company and wholly-owned subsidiary of Haemonetics Corporation, with its principal executive offices at Signy Centre, CH-1274, Signy, Switzerland.
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 President, Europe, based at the Company's offices in Signy, Switzerland, the Executive's home office in Germany and, from time to time, in the offices of the Haemonetics Corporation's other European subsidiaries and to perform such specific duties commensurate with such position as may reasonably be assigned to Executive from time to time for the period commencing on the Effective Date and continuing until terminated as herein provided. Subject to the terms and conditions of this Agreement, Executive hereby accepts such employment for the term hereof.
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1.2 Full Time Commitment. During the period of Executive's employment with the Company, Executive will, unless prevented by ill health, devote his whole attention and business time to the performance of his duties hereunder for the business of the Company.
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 Bonus. The Company shall pay to Executive a base salary at the rate of Two Hundred Thirty Thousand EUR (EUR 230,000) per annum. Beginning May 1, 2005, and annually thereafter, the Executive's base salary will be reviewed for a potential increase. Such payments shall be made in equal monthly payments to be paid at the end of each month. Company shall make such payments in Swiss Francs based upon the exchange rate between Swiss Francs and Euro in effect on November 1, 2004 and thereafter, the exchange rate between Swiss Francs and Euro on the anniversary of the Effective Date of this Agreement. In addition, the Executive will be eligible to receive bonus payments based on
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performance against objectives mutually agreed between Executive and the shareholder of the Company. For 100% performance, the bonus payout is set at Ninety Two Thousand EUR (EUR 92,000) annually.
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 level employees including reasonable travel expenses incurred while engaged in Company business, all in accordance with the Company's benefit plans, policies and procedures from time to time in effect. Executive shall also be entitled to continue to use the Company car, mobile phone, home-office equipment, (including telephone, computer, and facsimile and supporting equipment) that have all been previously provided to Executive by Company at Company expense. In accordance with Company's policies and procedures, such items shall also be available for Executive's personal use. The Executive will be eligible for thirty (30) days vacation per annum.
Executive shall also be entitled to the following additional fringe benefits which are consistent with Executive's fringe benefits in existence prior to the Effective Date of this Agreement:
2.2.1 If the Executive is unable to exercise his responsibilities as a result of illness, inability to work or other reasons for which he is not responsible, he shall receive his complete Target Salary (basic salary + 100 % bonus, if eligible) for the duration of six months. Thereafter, for the duration of an additional twelve months, Executive shall receive payments which, together with the cash benefits of his legal health insurance (sickness pay), add up to the complete Target Salary.
2.2.2 Should the Executive die during the term of this Agreement, his widow and his dependent children as joint creditors shall be entitled to the continued payment of the Target Salary under Section 2, paragraph 1, for the month of death and the twelve successive months.
2.2.3 The Company shall take out an additional accident insurance policy for the benefit of the Executive for the duration of the employment Agreement with the following amounts insured:
in case of death EUR 1,000,000.00 (in words: one million EUR) in case of invalidity EUR 2,000,000.00 (in words: two million EUR)
Future increases in salary as such will not represent any reason for the increase of the amounts insured.
The Executive or his heirs are directly entitled to claims from the insurance.
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2.2.4 The Executive shall submit to a thorough medical examination every two years. He shall inform the Company about the results. The costs of the examination shall be borne by the Company inasmuch as they are not borne by a health insurance.
2.2.5 As a substitute to the payment of the customary employer's contribution to mandatory social insurance and voluntary health insurance in Germany, the Company shall pay out to the Executive, Fifty percent (50%) of the maximum statutory contributions to old-age insurance (consisting of equal contributions by employer and employee). Executive shall be responsible for making the entire maximum statutory contribution payments and shall periodically provide Company with documentation of such payments to the German social security authorities. The costs of an additional voluntary health insurance which may also include his wife and children shall be reimbursed to the Executive up to an annual maximum amount of the contribution of EUR 5,000.00.
2.2.6 The reimbursement of expenses and expenditures which are not explicitly regulated in this Agreement shall require the consent of the Chief Executive Officer of Haemonetics Corporation.
2.2.7 The Company provides D&O Insurance for the Executive covering the case that the Executive is held liable in connection with his activity for the Company or is held responsible in terms of criminal law or a civil penalty.
2.2.8 The old-age, occupational disability and surviving dependents pensions according to the insurance contracts already taken out through the accident insurance with Deutsche Lloyd Versicherungs AG and the group insurance with Generali Munchen Lebensversicherungs AG that were granted to the Executive by Haemonetics GmbH are continued. The basis of assessment for the pension entitlements shall be the Target Salary. In the case of his leaving the Company the accrued expectancies shall immediately be transferred to the Executive with no waiting period. In case the existing group insurance at Generali Munchen Lebensversicherungs AG cannot be obtained by the Company, the existing insurance in favor of the Executive provided by Haemonetics GmbH shall be upheld and the Company shall in this case reimburse Haemonetics GmbH any expenses for the above insurance of the Executive.
2.2.9 Any taxes due to the fringe benefits mentioned in this section 2.2 will be paid by the Executive, except for taxes due on Executive's use of the Company furnished automobile which taxes shall be paid by the Company.
2.3 Option Plan. Executive shall be entitled to participate in the stock option plans of Haemonetics Corporation (the "Plans"), as approved from time to time by the Board of Directors and stockholders of Haemonetics Corporation.
ARTICLE 3. TERMINATION
3.1 Term. Unless earlier terminated as herein provided, Executive's employment pursuant to this Employment Agreement shall commence on November 1, 2004 and shall continue for a
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period ending on October 31, 2007. Executive's employment with the Company shall automatically be renewed on a year-to-year basis unless either party notifies the other party otherwise in writing at least ninety (90) days prior to termination of the initial term or of any renewal term.
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 Haemonetics Corporation, (B) any malicious damage
or destruction of any property or assets of Haemonetics Corporation,
whether resulting from Executive's willful action or omissions or
negligence, or (C) any falsification of any books, records, documents or
systems of Haemonetics Corporation, or (D) any deliberate violation of
Haemonetics Corporation policy.
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