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Restricted Stock Unit Agreement

This is an actual contract by Haemonetics.

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Sectors: Health Products and Services
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: January 01, 2005
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UNDER 2005 LONG-TERM INCENTIVE COMPENSATION PLAN THIS RESTRICTED STOCK UNIT AGREEMENT (" Agreement" ), dated as of abOption_Datebb (" Grant Date" ) by and between Haemonetics Corporation, a Massachusetts Corporation (" Company" ), and abNamebb (" Employee" ), is entered into as follows: WHEREAS, the Company has established the Haemonetics Corporation 2005 Incentive Compensation Plan (" Plan" ), a copy of which has been provided to Employee, and which Plan is made a part hereof; and WHEREAS, the Compensation Committee of the Board of Directors of the Company (" Committee" ) determined that the Employee be granted restricted stock units of the Company' s $0.01 par value Common Stock (" Stock" ) subject to the restrictions as hereinafter set forth; NOW, THEREFORE, the parties hereby agree as follows: 1. Grant of Restricted Stock Units. Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to the Employee abX_Total_RSUsbb Restricted Stock Units (" RSUs" ). 2. Vesting Schedule. (a) Vesting Dates .The interest of the Employee in the RSUs shall vest as to 25% of such RSUs on the first anniversary of the Grant Date, and as to an additional 25% on each succeeding anniversary date, so as to be 100% vested on abVest_Date_4bb, the fourth (4 th ) anniversary thereof, conditioned upon the Employee' s continued employment with the Company as of each vesting date. In situations where there is not continued employment, notwithstanding the foregoing, the interest of the Employee in the Stock shall vest as specified below. (b) Employment Required . Except as otherwise provided in this Section 2, if the Employee ceases to be an employee of the Company prior to the fourth (4 th ) anniversary of the Grant Date, the RSUs granted to the Employee hereunder shall stop vesting on the last date of employment. In such event, vesting shall not be pro-rated between anniversary dates and the vested amount shall be determined as of the most recent anniversary of the Grant Date. (c) Disability . If such termination of employment is because of the Employee' s Disability, such RSUs shall continue to vest.

(d) Death. In the event of the death of the Employee while in the employ of the Company, any unvested RSUs shall immediately become fully vested. (e) Change in Control . Any unvested RSUs shall immediately become fully vested if (i) a Change in Control occurs and (ii) the surviving corporation or acquiring corporation following a Change in Control refuses to assume or continue the RSUs or to substitute a similar equity award. If the RSUs are so continued, assumed or substituted and at any time during the 24 months immediately following the Change in Control the Employee' s employment is terminated without Cause or is terminated by the Employee due to a Constructive Termination, then all unvested RSUs shall immediately become fully vested. (f) Special Definitions . For purposes of this Agreement, the following terms have the meanings set forth below:(1) " Cause" means:(A) the Employee' s conviction of (or a plea of guilty or nolo contendere to) a felony or any other crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or(B) a determination by the Company that the Employee has (i) willfully and continuously failed to perform substantially the Employee' s duties (other than any such failure resulting from the Employee' s CIC Disability) after a written demand for substantial performance is delivered to the Employee which specifically identifies the manner in which the Company believes that the Employee has not substantially performed the Employee' s duties, (ii) engaged in illegal conduct, an act of dishonesty or gross misconduct, or (iii) willfully violated a material requirement of the Company' s code of conduct or the Employee' s fiduciary duty to the Company. No act or failure to act on the part of the Employee shall be considered " willful" unless it is done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee' s action or omission was in, or not opposed to, the best interests of the Company or its subsidiaries.(2) " Change in Control" means the earliest to occur of the following events.(A) a 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 shares of the Common Stock, shall acquire such additional shares of the 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 Common Stock outstanding,(B) closing of the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, and

(C) the consummation of any merger, reorganization, consolidation or share exchange unless the persons who were the beneficial owners of the outstanding shares of the common stock of Company immediately before the cons
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