CAPITAL STOCK

Stock Plans

The 2005 Long-Term Incentive Compensation Plan (the “2005 Incentive Compensation Plan”) permits the award of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, deferred stock/restricted stock units, other stock units and performance shares to the Company’s key employees, officers and directors. The 2005 Incentive Compensation Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”) consisting of three independent members of our Board of Directors.

The maximum number of shares available for award under the 2005 Incentive Compensation Plan is 15,024,920. The maximum number of shares that may be issued pursuant to incentive stock options may not exceed 500,000. Any shares that are subject to the award of stock options shall be counted against this limit as one (1) share for every one (1) share issued. Any shares that are subject to awards other than stock options shall be counted against this limit as 3.26 shares for every one (1) share granted.

Each award has different terms under the 2005 Incentive Compensation Plan. Options, Restricted Stock Awards and Restricted Stock Units become exercisable, or in the case of restricted stock, the resale restrictions are released in a manner determined by the Committee, generally over a four year period for employees and one year from grant for non-employee directors, and all options expire not more than 7 years from the date of the grant. The exercise price for options granted under the 2005 Incentive Compensation Plan is determined by the Committee, but in no event shall such exercise price be less than the fair market value of the common stock at the time of the grant. Holders of market stock units are eligible to receive a share of Haemonetics’ stock for each market stock unit based on the performance of the stock through March 31, 2017. If our stock is below a minimum threshold price of $50 per share during the relevant measurement period, the holders receive no market share units. If the stock achieves certain price levels, the holders are eligible to receive up to three times the “target” amount of market share units. As a result, we may issue up to 863,046 shares at a stock price of $85 per share or higher in connection with these grants.

At March 28, 2015, there were outstanding options to purchase 3,761,666 shares, 357,547 shares of restricted stock outstanding and 287,682 market stock units outstanding under this plan and 999,243 shares available for future grant.

The Company had a long-term incentive stock option plan and a non-qualified stock option plan, (the “2000 Long-term Incentive Plan”) which permitted the issuance of a maximum of 7,000,000 shares of our common stock pursuant to incentive and non-qualified stock options granted to key employees, officers and directors. The plan was terminated in connection with the adoption of the 2005 Incentive Compensation Plan. The remaining 55,750 options outstanding under this plan were exercised in fiscal 2015 and no further options will be granted under this plan.

The Company has an Employee Stock Purchase Plan (the “Purchase Plan”) under which a maximum of 1,400,000 shares (subject to adjustment for stock splits and similar changes) of common stock may be purchased by eligible employees. Substantially all of our full-time employees are eligible to participate in the Purchase Plan.

The Purchase Plan provides for two “purchase periods” within each of our fiscal years, the first commencing on November 1 of each year and continuing through April 30 of the next calendar year, and the second commencing on May 1 of each year and continuing through October 31 of such year. Shares are purchased through an accumulation of payroll deductions (of not less than 2% or more than 15% of compensation, as defined) for the number of whole shares determined by dividing the balance in the employee’s account on the last day of the purchase period by the purchase price per share for the stock determined under the Purchase Plan. The purchase price for shares is the lower of 85% of the fair market value of the common stock at the beginning of the purchase period, or 85% of such value at the end of the purchase period.

Stock-based compensation expense of $14.1 million, $13.1 million, and $11.0 million was recognized under ASC Topic 718, Compensation — Stock Compensation, for the fiscal year ended March 28, 2015, March 29, 2014, and March 30, 2013, respectively. The related income tax benefit recognized was $4.5 million, $4.3 million, and $3.5 million for the fiscal year ended March 28, 2015, March 29, 2014, and March 30, 2013, respectively. We recognize stock-based compensation on a straight line basis.

ASC Topic 718 requires that cash flows relating to the benefits of tax deductions in excess of stock compensation cost recognized be reported as a financing cash flow, rather than as an operating cash flow. This excess tax benefit was $1.6 million, $2.4 million, and $4.1 million for the fiscal year ended March 28, 2015, March 29, 2014, and March 30, 2013, respectively.

Stock Options

A summary of stock option activity for the fiscal year ended March 28, 2015 is as follows:



	Options Outstanding (shares)		Weighted Average Exercise Price per Share		Weighted Average Remaining Life (years)	Aggregate Intrinsic Value ($000’s)
Outstanding at March 29, 2014	3,834,372		$	32.93	4.19	$	9,436
Granted	592,024		34.87
Exercised	(500,103	)	26.14
Forfeited	(164,627	)	38.13
Outstanding at March 28, 2015	3,761,666		$	33.90	4.02	$	37,067

Exercisable at March 28, 2015	2,281,022		$	31.57	2.92	$	27,826

Vested or expected to vest at March 28, 2015	3,596,493		$	33.73	3.93	$	36,066

The total intrinsic value of options exercised was $5.6 million, $11.7 million, and $20.9 million during fiscal 2015, 2014, and 2013, respectively.

As of March 28, 2015, there was $9.2 million of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 2.37 years.

The fair value was estimated using the Black-Scholes option-pricing model based on the weighted average of the high and low stock prices at the grant date and the weighted average assumptions specific to the underlying options. Expected volatility assumptions are based on the historical volatility of our common stock. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued. The expected life of the option was estimated with reference to historical exercise patterns, the contractual term of the option and the vesting period.

The assumptions utilized for option grants during the periods presented are as follows:



	March 28, 2015		March 29, 2014		March 30, 2013
Volatility	22.5	%	24.8	%	26.4	%
Expected life (years)	4.9		4.9		4.9
Risk-free interest rate	1.5	%	1.3	%	0.8	%
Dividend yield	0.0	%	0.0	%	0.0	%

The weighted average grant date fair value of options to purchase one share granted during 2015, 2014, and 2013 was approximately $7.91, $10.15, and $9.76, respectively.

We have applied, based on an analysis of our historical forfeitures, an annual forfeiture rate of 8% to all unvested stock options as of March 28, 2015 and March 29, 2014, which represents the portion that we expect will be forfeited each year over the vesting period.

Employee Stock Purchase Plan

The fair values of shares purchased under the Employee Stock Purchase Plan are estimated using the Black-Scholes single option-pricing model with the following weighted average assumptions:



	March 28, 2015		March 29, 2014		March 30, 2013
Volatility	23.7	%	22.9	%	24.9	%
Expected life (months)	6		6		6
Risk-free interest rate	0.1	%	0.1	%	0.2	%
Dividend Yield	0.0	%	0.0	%	0.0	%

The weighted average grant date fair value of the six-month option inherent in the Purchase Plan was approximately $7.09, $8.25, and $8.50 during fiscal 2015, 2014, and 2013, respectively.

Performance Stock Units, Restricted Stock Units and Market Stock Units

On October 22, 2014, the Company issued a new type of equity award under its 2005 Incentive Compensation Plan, Performance Share Units, with a target award level of 129,130 shares for 14 senior executives.

The value of these Performance Share Units is based upon the Company’s total shareholder return for the period from October 1, 2014 to their vesting date of September 30, 2017 relative to the total shareholder return of the companies comprising the Standard & Poor's Health Care Equipment Index (the "Index"). These awards are conditioned upon the employees’ continued employment with the Company through the vesting date. If an employee is no longer employed by the Company at the vesting date as a result of a Qualifying Retirement, then the continued employment requirement shall cease to apply and prorated shares awarded will be determined as of the vesting date.

Total shareholder return is equal to the appreciation of the share price during a performance period, plus any dividends paid on the applicable company’s common stock. Relative total shareholder return compares the company's total shareholder return to the Index.

The actual number of shares awarded under a Performance Share Unit may range from 0% to a maximum of 200% of the target award depending upon the Company’s relative total shareholder return. If the Company’s total shareholder return for the performance period is negative, then any share payout will be capped at 100% of the target award, regardless of the Company's performance relative to the Index.

Grant date fair values for the Performance Share Units were estimated using a Monte Carlo Simulation of the Company's and the Index's stock price correlation over three-year time horizons matching the Performance Share Units performance period with a risk free rate of 0.78%, volatility of 20% and 12 months of dividend history.

The estimated fair value, potential shares to be awarded, recognized compensation expense and future compensation expense to be recognized, including estimated forfeitures, for Performance Share Unit awards are as follows:



			For Year Ended March 28, 2015
Performance Period	Award Fair Value as of October 22, 2014		Recognized Compensation Expense		Unrecognized Compensation Expense		Minimum Shares	Target Shares	Maximum Shares
	(Per share)		(In thousands)		(In thousands)
Oct 1, 2014 - Sept 30, 2017	$	35.09	$	662	$	3,869	—	129,130	258,260

As of March 28, 2015, there were 287,682 market stock units outstanding. We determined the fair value of each market stock unit to be $37.42, utilizing a Monte Carlo simulation model based on an expected term of 3.7 years, a risk free rate of 0.9%, volatility of 20% and no dividends. The grant date fair value of these awards totaled $11.2 million and will be expensed evenly over the 3.7 year period through the cliff-vesting date of March 31, 2017.

As of March 28, 2015, there was $13.2 million of total unrecognized compensation cost related to non-vested restricted stock units and market stock units. This cost is expected to be recognized over a weighted average period of 2.37 years.

A summary of performance stock units, restricted stock units and market stock units activity for the fiscal year ended March 28, 2015 is as follows:



	Shares		Weighted Average Market Value at Grant Date
Unvested at March 29, 2014	599,673		$	37.70
Awarded	351,666		$	35.18
Released	(110,048	)	$	36.65
Forfeited	(66,932	)	$	37.83
Unvested at March 28, 2015	774,359		$	36.70