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Ceo Employment Agreement

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EXHIBIT 10.4


EXECUTIVE EMPLOYMENT ACREEMENT, AS AMENDED


This Executive Employment Agreement (the "Agreement") is entered into effective as of February 1, 2000 (the "Effective Date"), as amended October 16, 2000, between Timothy Surgenor (the "Executive") resident at 201 Claybrook Road, Dover, MA 02030 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 of the Company and to perform such specific duties as any reasonably be assigned to Executive from time to time by the Company's President and Chief Executive Officer for the period commencing on the Effective Date and continuing until terminated as herein provided. Executive hereby accepts such employment for the term hereof. The parties acknowledge that Executive will be a candidate for the position of CEO of the Company, at a future date not yet known, and that the final decision regarding who to appoint as CEO as well as regarding all terms and conditions of employment as CEO shall be determined exclusively by the Haemonetics Board of Directors or its delegate.


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. The Company shall pay to Executive a base salary at the rate of $260,000 per annum for one year, which will be reviewed for a potential change, as of April 1, 2001 and annually thereafter. In addition, the Executive will have a bonus plan, paid quarterly, based on the achievement of performance objectives. For Q4 of FY00, the bonus plan shall pay $25,000 at 100% achievement of objectives. If Executive commences employment by at least February 1, 2000, Executive shall receive 100% of the Q4 bonus. For FY01, the bonus plan shall pay $100,000 at 100% achievement of objectives, and for FY01 only Executive shall be guaranteed a minimum bonus pay out of $75,000. Executive's bonus plan will be reviewed annually to correspond with the date of Executive's base salary review.


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 reasonable travel expenses incurred while engaged in Company business.


2.3 Participation In Share Option Plan. Executive shall be entitled to participate in the Company's Non-Qualified Stock Option Plan (the "Plan") as approved from time to time by the Board of Directors.


2.4 Option Grant. Upon execution of this Agreement, Executive shall receive 250,000 non-qualified stock options for common stock of the Company at the NYSE average daily price on the date on which the compensation committee executes the vote not to be later than the date of the next board meeting. All such options shall vest 25% per year over four years, with the first 25% to vest 12 months after the respective dates of grant, and additional 25% vesting to occur on each of the next three 12 month anniversaries of the respective dates of grant.


ARTICLE 3. TERMINATION


3.1 Term. Unless earlier terminated as herein provided, Executive's employment shall commence on February 1, 2000 and continue for an initial period ending on January 30, 2001. Executive's employment with the company shall automatically be renewed on a year-to-year basis unless either party notifies the other party otherwise 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 the Company, (B) any malicious
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 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 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;


(ii) the Company shall fail to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 3.4;


(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 and
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


(iv) a materially adverse change in Executive's title shall
have occurred. Executive's continued employment shall not constitute
consent to, or waiver of rights with respect to, any circumstance
constituting a Cause for termination by the Executive or the Company.
"Materially adverse change" in responsibilities or title, as used in
Sections 3.3 (iii) and (iv) hereof, shall not be construed to include
Executive's failure to be promoted to the position of CEO of the
Company.


3.4 Chance in Control. If following a "Change in Control" (as defined below). Executive's full time position with the Company is eliminated or permanently transferred to a location other than its present location, and following such elimination or transfer, the Company does not offer to employ Executive in a comparable or better posit ion in his current location, on a full-time basis, at a comparable or better rate of pay, then Executive shall be entitled to severance payments and benefits in accordance with Article 4 below, provided however that severance payments shall be made in lump sum, and in an amount which equals two (2) times then current Base Salary. For purposes of this Agreement. a "Change in Control" shall mean a change in control of the co
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