SEROLOGICALS CORP
EMPLOYMENT AGREEMENT - JAMES KRAMER, PHD.
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g77755exv10w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JAMES KRAMER, PHD.
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                                                                    EXHIBIT 10.1


July 2, 2002


James J. Kramer, Ph.D.
5016 East Oakview Court
Doylestown, PA 18901

Dear Jim:

I am pleased on behalf of Serologicals Corporation (the "Corporation") to offer
you ("you" or the "Executive") employment (the "Employment") on the terms set
forth herein (the "Offer").

1.      Position, Duties and Responsibilities.

         a.       You shall serve as the Vice President, Plasma Operations
responsible for the duties outlined in the attached Job Description. You shall
report to the President and Chief Executive Officer of the Corporation and shall
be an officer of the Corporation. You shall also be a member of the
Corporation's Operating Committee

         b.       You will devote all your business time and attention to the
business and affairs of the Corporation and its subsidiaries consistent with
your position. Nothing herein, however, shall preclude you from engaging in
charitable and community affairs, or giving attention to your investments
provided that such activities do not interfere with the performance of your
duties and responsibilities enumerated herein.

         c.       Except as otherwise specifically stated herein, you shall be
subject to all of the requirements and provisions described in the Corporation's
employee handbook, as it may be amended from time-to-time.

         d.       Following any termination of your employment, upon the request
of the Corporation, you shall reasonably cooperate with the Corporation in all
matters relating to the winding up of pending work on behalf of the Corporation
and the orderly transfer of work to other employees of the Corporation. You
shall also reasonably cooperate in the defense of any action brought by any
third party against the Corporation that relates in any way to your acts or
omissions while employed by the Corporation. The Corporation shall reimburse you
for your reasonable out-of-pocket costs, if any, as permitted by law, incurred
in cooperating with the Corporation.
<PAGE>
James J. Kramer, Ph.D.
July 2, 2002
Page 2

2.  Term.

         Your Employment under these terms shall commence hereunder as soon as
possible but not later than August 1, 2002 (the actual date of commencement
being referred to herein as the "Effective Date") and continue for successive
one (1) year periods, unless otherwise terminated pursuant to the provisions
hereof.

3.       Compensation and Related Matters.

         a.       Base Salary. You shall be paid a base salary (the "Base
Salary") equal to one hundred seventy-five thousand dollars ($175,000) per year.
The Base Salary shall be payable to you in the manner and on the date(s) on
which the Corporation pays its other executives, but in no event less frequently
than monthly. You shall be eligible for a salary review in April, 2003.

         b.       Incentive Compensation. You shall be entitled to an annual
bonus target of forty percent (40%) of the Base Salary in accordance with and
subject to your achievement of the Critical Success Factors, plus other
objectives, to be developed and mutually agreed upon by you and the President
and Chief Executive Officer, subject to the Board of Directors authorizing the
payment of such bonus for the given year. You shall also be eligible to
participate in such bonus and incentive compensation plans of the Corporation,
if any, in which other Vice President-level employees of the Corporation are
generally eligible to participate, as the Corporation's Board of Directors
("Board") or a Committee thereof shall determine from time-to-time in its sole
discretion, subject to and in accordance with the terms and provisions of such
plans. It is understood that should you commence Employment under these terms,
you will be eligible for a pro-rated bonus for the year 2002.

         c.       Employee Benefit Programs. You shall be eligible to
participate in the employee benefit programs (subject to their respective terms)
now provided or as may hereinafter be provided by the Corporation to its
executives. Current benefit programs include: o Group Health Insurance

         -        Corporation Paid Life Insurance (two times your annual salary)

         -        Supplemental and Dependent Supplemental Life Insurance

         -        Serologicals Corporations' Employees Retirement Plan - 401(k)

         -        Short-term Disability Insurance

         -        Long-term Disability Insurance

         -        Flexible Spending Account (Medical and Dependent Care)

         -        Serologicals Corporation's Employee Stock Purchase Plan
<PAGE>
James J. Kramer, Ph.D.
July 2, 2002
Page 3

         d.       Stock Options. On the Effective Date you will be granted a
non-qualified employee stock option under the Corporation's Stock Incentive Plan
(the "Stock Incentive Plan") to purchase thirty-five thousand (35,000) shares of
the Corporation's $.01 par value common stock at an initial exercise price equal
to the fair market value of such stock on the Effective Date ("Options"). The
Options shall have a term of six (6) years and, so long as you are then employed
by the Corporation, the right to exercise the Options shall vest and be fully
exercisable at the rate of twenty-five percent (25%) per year commencing on the
first anniversary of the Effective Date. Such Options shall be issued pursuant
to a stock option agreement entered into by you and the Corporation and shall be
subject to all the other terms and conditions contained in the Stock Incentive
Plan, the provisions of which shall be determined in the sole discretion of the
Board or a committee thereof. You acknowledge that the Corporation and you
understand that this stock option grant is anticipated to be the only such grant
for a period of two (2) years from the Effective Date.

         e.       Reimbursement of Expenses. It is contemplated that in
connection with your Employment hereunder, you may be required to incur
business, entertainment and travel expenses. The Corporation agrees to promptly
reimburse you in full for all reasonable out-of-pocket business, entertainment
and other related expenses (including all expenses of travel and living expenses
while away from home on business or at the request of, and in service of, the
Corporation) incurred or expended by you incident to the performance of your
duties hereunder, provided that you properly account for such expenses in
accordance with the policies and procedures established by the Board and
applicable to the executives of the Corporation.

         f.       Paid Time Off. You shall be entitled, in each calendar year of
your Employment, to the number of paid vacation days determined by the
Corporation from time-to-time to be appropriate for its executives, but in no
event less than four (4) weeks in any such year during your Employment
(pro-rated, as necessary, for partial calendar years during your Employment).
You may take your allotted vacation days at such times as are mutually
convenient for the Corporation and you, consistent with the Corporation's
vacation policy in effect with respect to its executives.

         g.       Relocation Assistance. The Corporation will reimburse those
expenses, in accordance with the current policy, associated with your relocation
to the Atlanta area. Temporary living expenses will be reimbursed for up to 90
days without additional approval from Human Resources. Details of the relocation
assistance program will be provided to you in a separate letter.

4.       Termination.

         a.       Disability of the Executive. In the event of your incapacity
or inability to perform your services as contemplated herein for an aggregate of
ninety (90) days during any twelve (12) month period due to the fact that your
physical or mental health shall have become impaired so as to make it impossible
in the judgment of the Corporation for you to perform the duties and
responsibilities contemplated for you
<PAGE>
James J. Kramer, Ph.D.
July 2, 2002
Page 4

hereunder, the Corporation shall have the right to declare, upon two (2) weeks
prior written notice rendered to you, a disability termination, whereupon you
shall receive (if you are entitled thereto) the short and/or long-term
disability benefits provided by the Corporation. In the event you have commenced
receiving benefits under the Corporation's disability plans, until termination
of your employment under this Section 4(a), the Corporation shall not be
obligated to pay to you with regard to Base Salary an amount greater than the
difference between your Base Salary then in effect and any such disability
benefits you are then receiving.

         b.       Death of the Executive. In the event you die during your
Employment hereunder, your Employment shall automatically terminate without
notice on the date of your death, except that your estate shall receive the
death benefits, if any, provided by the Corporation.

         c.       Termination by the Corporation for Cause. Nothing herein shall
prevent the Corporation from terminating your Employment for Cause (as defined
below). From and after the date of such termination, you shall no longer be
entitled to receive the Base Salary or any other compensation which would have
otherwise been due and all Options shall terminate immediately. Any rights and
benefits that you may have in respect to any other compensation or any employee
benefit plans or programs of the Corporation shall be determined in accordance
with the terms of such other compensation arrangements, plans or programs, and
in any event, you shall have no rights or benefits under any arrangement, plan
or program unless such arrangement, plan or program is in writing and you are
specified as a participant therein. The term "for Cause", as used herein, shall
mean (i) an act of dishonesty causing harm to the Corporation or any subsidiary;
(ii) the knowing disclosure of confidential information relating to the
Corporation's or any subsidiary's business; (iii) habitual drunkenness or
narcotic drug addiction; (iv) conviction of, or a plea of nolo contendere with
respect to, a felony; (v) the willful refusal to perform, or the gross neglect
of, the duties assigned to the Executive; (vi) the Executive's willful breach of
any law that, directly or indirectly, affects the Corporation or any subsidiary;
(vii) the Executive's material breach of his duties following a Change in
Control that do not differ in any material respect from the Executive's duties
and responsibilities during the 90-day period immediately prior to such Change
in Control (other than as a result of incapacity due to physical or mental
illness), which is demonstrably willful and deliberate on the Executive's part,
which is committed in bad faith or without reasonable belief that such breach is
in the best interests of the Corporation and which is not remedied in a
reasonable period after receipt of written notice from the Corporation
specifying such breach. Termination of employment pursuant to this Section 4(c)
shall be made to the Executive by, and be effective upon, written notice from
the President/C.E.O. or the Board.

         d.       All Other Terminations by the Corporation. Notwithstanding the
foregoing, the Corporation may terminate your employment at any time. If your
employment is terminated for any reason other than "for Cause", death or
disability, you shall continue to receive your current Base Salary for a period
of twelve (12) months from the date of such termination. In addition, you shall
be eligible to elect COBRA coverage and only pay an amount equal to the employee
contribution typically paid for
<PAGE>
James J. Kramer, Ph.D.
July 2, 2002
Page 5

your type of medical, dental and vision coverage. The Corporation will pay the
remaining costs associated with COBRA coverage for the 12-month period. After
twelve months, you can continue COBRA coverage at your total cost.

5.       Nondisclosure.

         You acknowledge and agree that, during your employment by the
Corporation hereunder, you have or will come to have knowledge and information
with respect to trade secrets or confidential or secret plans, projects,
materials, business methods, operations, techniques, customers, employees,
donors, products, processes, financial conditions, policies and accounts of the
Corporation with respect to the business of the Corporation ("Confidential
Information.") You agree that you will not at any time divulge, furnish or make
accessible to anyone (other than in the regular course of your performance of
services for the benefit of the Corporation, its successors or assigns) any
Confidential Information. Notwithstanding the foregoing, Confidential
Information shall not include any information which (i) is known generally to
the public (other than as a result of unauthorized disclosure), (ii) was
available to you on a non-confidential basis prior to its disclosure to you by
the Corporation or (iii) is required to be disclosed pursuant to the valid order
of a governmental agency or a judicial court of competent jurisdiction, in which
case you shall give prompt written notice to the Corporation of such requirement
so that the Corporation may take such action as it deems appropriate.

6.       Non-Compete and Non-Solicitation.

         As a material inducement to the Corporation to enter into this letter,
you agree that at all times during your Employment and for a period of twelve
(12) months after the termination of your Employment, you will not (i) act in a
capacity similar to that in which you shall have served in the Corporation for
any Competing Business or serve in a capacity in any such Competing Business
that would entail your functioning as a sales and marketing executive for a
Competing Business, or (ii) in any way, directly or indirectly, compete with the
business of the Corporation, solicit, divert, or take away or attempt to
solicit, divert, or take away customers of, the business of, or any of the
donors of, the Corporation that dealt with the Corporation during your
Employment. Competing Business means another business engaged in the
business(es) engaged in by the Corporation at any time within one year of or at
the time of your termination.

         You agree that during your Employment and for a period of twelve (12)
months after the termination for any reason of your Employment, you will not
within the United States of America, directly, or indirectly through any means,
including a business entity in which you have an ownership interest, request or
induce any other employee of the Corporation or its affiliates or any donor to
the Corporation or its affiliates to terminate their relationship with the
Corporation or its affiliates and enter into a similar relationship with another
business entity engaged in a business similar to the Corporation's.
<PAGE>
James J. Kramer, Ph.D.
July 2, 2002
Page 6


7.       Executive Creation and Ideas.

         a.       You will maintain current and adequate written records on the
development of, and disclose to the Corporation all Creations (as herein
defined). "Creations" shall mean all ideas, potential marketing and sales
relationships, inventions, copyrightable expression, research, plans for
products or services, marketing plans, reports, strategies, processes, computer
software (including, without limitation, source code), computer programs,
original works of authorship, characters, know-how, trade secrets, information,
data, developments, discoveries, improvements, modifications, technology,
algorithms, database schema, designs and drawings, whether or not subject to
patent or copyright protection, made, conceived, expressed, developed, or
actually or constructively reduced to practice by you solely or jointly with
others during your employment with the Corporation, which refer to, are
suggested by, or result from any work which you may perform during your
employment, or from any information obtained from the Corporation or any
affiliate of the Corporation. 'Creations,' however, shall not include the
general business planning concepts, strategies or processes, including, but not
limited to, those utilized by you in any prior employment.

         b.       The Creations shall be the exclusive property of the
Corporation, and you acknowledge that all of said Creations shall be considered
as "work made for hire" belonging to the Corporation. To the extent that any
such Creations, under applicable law, may not be considered work made for hire
by you for the Corporation, you hereby agree to assign and, upon its creation,
automatically and irrevocably assign to the Corporation, without any further
consideration, all right, title and interest in and to such materials,
including, without limitation, any copyright, other intellectual property
rights, moral rights, all contract and licensing rights, and all claims and
causes of action of any kind with respect to such materials. The Corporation
shall have the exclusive right to use the Creations, whether original or
derivative, for all purposes without additional compensation to you. At the
Corporation's expense, you will reasonably assist the Corporation in every
reasonably proper way to perfect the Corporation's rights in the Creations and
to protect the Creations throughout the world, including, without limitation,
executing in favor of the Corporation or any designee(s) of the Corporation
patent, copyright, and other applications and assignments relating to the
Creations.

         c.       Should the Corporation be unable to secure your signature on
any document necessary to apply for, prosecute, obtain, or enforce any patent,
copyright, or other right or protection relating to any Creation, whether due to
your mental or physical incapacity or any other cause, you hereby irrevocably
designate and appoint the Corporation and each of its duly authorized officers
and agents as your agent and attorney in fact, to act for and in your behalf and
stead and to execute and file any such document, and to do all other lawfully
permitted acts to further the prosecution, issuance, and enforcement of patents,
copyrights, or other rights or protections with the same force and effect as if
executed and delivered by you.

         d.       Because of the difficulty of establishing when any idea,
process or invention is first conceived or developed by you, or whether it
results from access to Confidential Information or the Corporation's equipment,
supplies, facilities, and data
<PAGE>
James J. Kramer, Ph.D.
July 2, 2002
Page 7

(collectively, "Corporation Information"), you agree that any idea, invention,
research, plan for products or services, marketing plan, computer software
(including, without limitation, source code), computer program, original work of
authorship, character, know-how, trade secret, information, data, developments,
discoveries, technology, algorithm, design, patent or copyright, or any
improvement, rights, or claims (an "Idea") related to the foregoing, which refer
to, are suggested by, or result from any work which you performed during your
employment with the Corporation or from any Corporation Information, shall be
presumed to be a Creation if it is conceived, developed, used, sold, exploited
or reduced to practice by you or with your aid within one (1) year after
termination of employment. This paragraph, however, shall not apply to anything
that is specifically excepted from the definition of "Creations" in the last
sentence of Section 7(a). You can rebut the above presumption if you prove that
the idea, process or invention (a) was first conceived or developed after
termination of employment, (b) was conceived or developed entirely on your own
time without using any Corporation Information, and (c) did not result from any
work performed by you for the Corporation.

8.       Injunctive Relief/Survival.

         You agree that any breach of Section 5, 6 or 7 will cause irreparable
damage to the Corporation and that, in the event of such breach, the Corporation
will have, in addition to any and all remedies of law, including rights which
the Corporation may have to damages, the right to equitable relief including, as
appropriate, all injunctive relief or specific performance or other equitable
relief. You understand and agree that the rights and obligations set forth in
Sections 5 through 10 of this Agreement shall survive the termination or
expiration of this Agreement.

9.       Corporation Resources.

         You may not use any of the Corporation's equipment for personal
purposes without written permission from the Corporation. You may not give
access to the Corporation's offices or files to any person not in the employ of
the Corporation without written permission of the Corporation.

10.      Miscellaneous.

         a.       General. This Agreement supersedes and replaces any existing
agreement between the Executive and the Corporation relating generally to the
same subject matter, and may be modified only in a writing signed by the parties
hereto. Failure to enforce any provision of the Agreement shall not constitute a
waiver of any term herein. The Executive agrees that he will not assign,
transfer, or otherwise dispose of, whether voluntarily or involuntarily, or by
operation of law, any rights or obligations under this Agreement. Any purported
assignment, transfer, or disposition shall be null and void. Nothing in this
Agreement shall prevent the consolidation of the Corporation with, or its merger
into, any other corporation, or the sale by the Corporation of all or
substantially all of its properties or assets, or the assignment by the
Corporation of this Agreement and the performance of its obligations hereunder.
Subject to the foregoing, this
<PAGE>
James J. Kramer, Ph.D.
July 2, 2002
Page 8

Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective heirs, legal representatives, successors, and permitted
assigns, and shall not benefit any person or entity other than those enumerated
above.

         b.       Governing Law. This letter is to be governed by and
interpreted in accordance with the laws of the State of Georgia applicable to
agreements made and to be performed within that State except as provided herein.

         c.       No Attorney Provided. The Corporation advises you that it is
not providing legal advice in connection with your acceptance and execution
hereof. You acknowledge (a) that you have consulted with or have had the
opportunity to consult with independent counsel of your own choice concerning
this Agreement and have been advised to do so by the Corporation, and (b) that
you have read and understand the Agreement, are fully aware of its legal effect,
and have entered into it freely based on your own judgment.

         d.       Affiliate. References to the "Corporation" hereunder shall
include "affiliates" thereof, as such term is defined in Rule 405 under the
Securities Act of 1933, as amended. The Corporation shall have the right to
designate as your employer hereunder any affiliate of which the Executive shall
have significant operating or managerial responsibility or any other affiliate
to which the Executive agrees.

         e.       Severability. If any provision of this letter shall be
determined to be invalid, illegal or unenforceable in whole or in part, all
other provisions hereof shall remain in full force and effect to the fullest
extent permitted by law.

         f.       Expiration. This Offer will expire at 5:00 p.m. EDT time on
July 8, 2002 unless you execute this letter and return it to me prior to that
time.

         Jim, I am looking forward to working with you and having you become a
member of our executive team. Should you have any questions, please contact
either Bob or me.

Sincerely,

SEROLOGICALS CORPORATION                    ACKNOWLEDGED AND AGREED
                                            This 8th day of July, 2002.

By:  /s/ David A. Dodd                      /s/ James J. Kramer
     -----------------                      -------------------
      David A. Dodd                         James J. Kramer, Ph.D.
      President and Chief Executive Officer



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