Exhibit 10-AR
AGREEMENT FOR CHANGE-OF-CONTROL
BENEFIT
This Agreement for
Change-of-Control Benefit (the “Agreement”) is entered
into effective September 5, 2006 and January 2, 2007 (the
“Effective Date”) between Thomas Lawlor, President,
Patient Division and Christopher Lindop, Vice President and Chief
Financial Officer, respectively, who is a member of the Haemonetics
Corporation Operating Committee (the “Executive”), and
who resides
at (intentionally
blank contained in each original) , and Haemonetics Corporation
(the “Company”), a Massachusetts corporation with its
principal executive offices at 400 Wood Road, Braintree,
Massachusetts 02184.
For so long as
Executive remains a member of the Company’s Operating
Committee, then
1. If, following a
“Change of 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
position in Executive’s current location, on a full-time
basis, at a comparable or better rate of pay, then Executive shall
be considered to have been constructively terminated and shall be
entitled to a severance payment and benefits as provided
below.
2. For purposes
of this Agreement, a “Change of Control” shall mean a
change of control of the Company of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), whether or not
the Company is, in fact, required to comply therewith; provided
that, without limitation, such a Change of Control for purposes of
this Agreement shall be deemed to have occurred if:
(i) any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than the Company, any trustee or
other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned, directly or indirectly, by
the stockholder of the Company in substantially the same
proportions as their ownership of stock of the Company is or
becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 51% or more of the combined
voting power of the Company’s then outstanding
securities;
(ii) the
stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 50% of the
combined voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (B)
a merge
