HAEMONETICS CORPORATION 2005 LONG-TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT WITH "EMPLOYEE" HAEMONETICS CORPORATION RESTRICTED STOCK AGREEMENT

EXHIBIT 10.1

HAEMONETICS CORPORATION

2005 LONG-TERM INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AGREEMENT

WITH

"EMPLOYEE"

HAEMONETICS CORPORATION
RESTRICTED STOCK AGREEMENT ("Agreement")
UNDER 2005 LONG-TERM INCENTIVE COMPENSATION PLAN

        THIS AGREEMENT, dated as of            ("Grant Date") by and between Haemonetics Corporation, a Massachusetts Corporation ("Company"), and                         ("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 shares of the Company's $0.01 par value Common Stock ("Stock") subject to the terms and conditions as hereinafter set forth;

        NOW, THEREFORE, the parties hereby agree as follows:

1.     Grant of Stock.

        Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to the Employee                        of Stock ("Restricted Stock").

2.     Vesting Schedule.

        (a).  The interest of the Employee in the Stock shall vest as to 25% of such Restricted Stock 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                        , 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).  Except as otherwise provided in this Section 2 if the Employee ceases to be an employee of the Company prior to the fourth (4th) anniversary of the Grant Date, the Restricted Stock 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).  If such termination of employment is because the Employee has become disabled as defined in Article 2 of the Plan, such Restricted Stock shall continue to vest.

        (d).  If such termination of employment is because the Employee has retired from the Company in good standing then such Restricted Stock shall stop vesting on the last date of employment. For purposes of this Restricted Stock Agreement, retirement shall mean that the Employee shall have reached age fifty five, and shall have completed at least five years of service with the Company. Years of service with any of the Company's wholly owned subsidiaries shall be credited as years of service with the Company.

        (e).  In the event of the death of the Employee while in the employ of the Company, any unvested Restricted Stock shall immediately become fully vested.

        (f).   All of the then unvested Restricted Stock will vest in the event of (i) any sale or conveyance to another entity of all or substantially all of the property and assets of the Company or (ii) a Change of Control occurs before the Restricted Stock has been vested in full. For purposes hereof a "Change in Control" shall be deemed to have occurred if any 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 Common Stock of the Company, shall acquire such additional shares of the Company's Common Stock in one or more transactions, or series of transactions, such that following such transaction or transactions,